ITURF INC
10-K, 2000-04-28
CATALOG & MAIL-ORDER HOUSES
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       FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 2000

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X]                               ANNUAL REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [No fee Required]

                   FOR THE FISCAL YEAR ENDED JANUARY 29, 2000

                         Commission file number 0-25347
                                   iTURF INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN OUR CHARTER)

         DELAWARE                                     13-3963754
(STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

                ONE BATTERY PARK PLAZA, NEW YORK, NEW YORK 10004
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                   (ZIP CODE)
                                (212) 742-1640
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:
                 Class A Common Stock, $.01 par value per share
                                (TITLE OF CLASS)

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

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

    Aggregate market value of common stock held by non-affiliates of the
registrant as of April 20, 2000: $39,690,159

    Number of shares of Class A Common Stock outstanding as of April 20, 2000:
8,598,870

    Number of shares of Class B Common Stock outstanding as of April 20, 2000:
11,425,000


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                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement pursuant to Regulation
14A, which statement will be filed not later than 120 days after the end of the
fiscal year covered by this Report, are incorporated by reference in Part III
hereof.

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STATEMENTS CONTAINED IN THIS DOCUMENT, INCLUDING, WITHOUT LIMITATION,
INFORMATION APPEARING UNDER "PART I - ITEM 1 - BUSINESS" AND "PART II - ITEM 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" MAY BE FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF SECTION 27A
OF THE AMENDED SECURITIES ACT OF 1933 AND SECTION 21E OF THE AMENDED SECURITIES
EXCHANGE ACT OF 1934). WHEN USED IN THIS DOCUMENT, THE WORDS "BELIEVE," "PLAN,"
"INTEND," "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
THESE FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF THIS
REPORT. THESE STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN THE
FORWARD-LOOKING STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT
LIMITED TO: FLUCTUATIONS IN CONSUMER PURCHASING PATTERNS AND ADVERTISING
SPENDING; TIMING OF, RESPONSE TO AND QUANTITY OF OUR PARENT'S CATALOG MAILINGS
AND OUR OWN ELECTRONIC MAILINGS; CHANGES IN THE GROWTH RATE OF INTERNET USAGE
AND ONLINE USER TRAFFIC LEVELS; ACTIONS OF OUR COMPETITORS; THE TIMING AND
AMOUNT OF COSTS RELATING TO THE EXPANSION OF OUR OPERATIONS AND ACQUISITIONS OF
TECHNOLOGY OR BUSINESSES AND THEIR INTEGRATION; GENERAL ECONOMIC AND MARKET
CONDITIONS; AND OTHER FACTORS OUTSIDE OUR CONTROL. THESE FACTORS, AND OTHER
FACTORS THAT APPEAR IN THIS REPORT INCLUDING, WITHOUT LIMITATION, UNDER "PART I
- - ITEM 1 BUSINESS - RISK FACTORS" COULD AFFECT OUR ACTUAL RESULTS AND COULD
CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY
FORWARD-LOOKING STATEMENTS MADE BY US OR ON OUR BEHALF. THIS REPORT INCLUDES
MARKET DATA RELATED TO THE INDUSTRIES IN WHICH WE ARE INVOLVED. THIS DATA HAS
BEEN DERIVED FROM STUDIES PUBLISHED BY MARKET RESEARCH FIRMS, TRADE ASSOCIATIONS
AND OTHER ORGANIZATIONS. THESE ORGANIZATIONS SOMETIMES ASSUME EVENTS, TRENDS AND
ACTIVITIES WILL OCCUR AND PROJECT INFORMATION BASED ON THOSE ASSUMPTIONS. IF ANY
OF THEIR ASSUMPTIONS ARE WRONG, THEIR PROJECTIONS MAY ALSO BE WRONG. WE
UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. YOU ARE
ADVISED, HOWEVER, TO CONSULT ANY ADDITIONAL DISCLOSURES WE MAKE IN OUR REPORTS
TO THE SEC ON FORMS 10-K, 10-Q AND 8-K.

         ANY REFERENCE IN THIS REPORT TO A PARTICULAR FISCAL YEAR AFTER 1998 IS
TO THE YEAR ENDED ON THE SATURDAY CLOSEST TO JANUARY 31 FOLLOWING THE
CORRESPONDING CALENDAR YEAR. FOR EXAMPLE, "FISCAL 1999" MEANS THE PERIOD FROM
FEBRUARY 1, 1999 TO JANUARY 29, 2000. ANY REFERENCE IN THIS REPORT TO A
PARTICULAR FISCAL YEAR BEFORE 1999 IS TO THE YEAR ENDED JANUARY 31 FOLLOWING THE
CORRESPONDING CALENDAR YEAR. FOR EXAMPLE, "FISCAL 1998" MEANS THE PERIOD FROM
FEBRUARY 1, 1998 TO JANUARY 31, 1999.

PART I

ITEM 1.  BUSINESS.

OUR BUSINESS

         iTurf is a leading provider of Internet community, content and
electronic commerce, or e-commerce, services focused primarily on teens and
young adults, based on sales and traffic on our Web sites. There are 57 million
people between the ages of 10 and 24. They account for over $278 billion of
disposable income. The iTurf network of Web sites is an online destination that
addresses the concerns, interests, tastes and needs of this demographic group.
iTurf combines the style and editorial flair of media focused on teens and young
adults with direct marketing and e-commerce competencies. Our network of Web
sites includes sites that offer interactive web/zines with proprietary content,
chat rooms, posting boards, personal homepages and e-mail, as well as online
shopping opportunities. Our network is currently comprised of our the following
community sites:

         -    gURL,
         -    OnTap,
         -    TheSpark and
         -    SparkNotes

and the following commerce sites that offer a wide range of apparel,
accessories, footwear, athletic gear and home furnishings:


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         -    dELiAs.com
         -    tsisoccer.com
         -    discountdomain.com
         -    droog.com; and
         -    StorybookHeirlooms.com

         We are a subsidiary of dELiA*s Inc., a leading marketer targeting teens
and young adults. Our relationship with our parent provides the following
advantages:

         -    exclusive online use of leading brand names including dELiA*s and
              TSI Soccer;
         -    a proprietary 12 million-name database and access to six million
              individuals who have made catalog purchases;
         -    advertising space in our parent's catalog publications that
              collectively have circulation in excess of 70 million;
         -    substantial merchandising expertise and strong relationships with
              hundreds of vendors; and
         -    sophisticated services from our parent's distribution center to
              fill our product orders.

         The number of visitors to our Web sites and online sales have grown
rapidly over the last year as a result of both internal growth and acquisitions.
We estimate that the number of Web pages viewed by online users per month on our
Web sites has grown from approximately 35 million in February 1999 to
approximately 172 million in February 2000. Our revenues have increased from
$4.0 million in fiscal 1998 to $24.8 million in fiscal 1999.

INDUSTRY BACKGROUND

         GROWTH OF THE INTERNET AND E-COMMERCE

         The Internet has emerged as a global medium that enables millions of
people to share information, communicate and conduct business electronically. An
independent research firm has projected that the number of Web users will grow
from approximately 131 million worldwide in 1999 to approximately 350 million
worldwide in 2003. This rapid adoption represents a significant opportunity for
businesses to advertise and sell products. An independent research firm projects
that online commerce transactions to the home will increase from approximately
$5 million in 1997 to approximately $133 billion in 2004. Another independent
research firm has also projected that Internet advertising will increase from
approximately $3 billion in 1999 to $32 billion in 2005.

         GROWTH OF ONLINE COMMUNITIES

         As the Internet grows, we believe that users seek the same opportunity
for compelling content, information, expression, interaction, support and
recognition that they seek in the everyday world. The major navigational sites
typically provide general information and search services. These sites are not
dedicated to publishing proprietary content and aggregating user-generated
content. Often, the most relevant content for a user is generated by others who
share an interest in what is published. Multi-faceted online communities linking
related Web sites provide users with the ability to access unique, proprietary
content and to interact directly with the authors of personalized content.

         GENERATION Y'S INCREASING IMPORTANCE TO THE INTERNET

         The U. S. Census Bureau projects that Generation Y will grow from 57.4
million in 1999 to 63.1 million in 2010. This growth rate is estimated to
outpace growth of the general popuation by 10%. Teens and young adults also
possess substantial disposable income. Based upon Census Bureau estimates, we
believe that 10-24 year olds generated disposable income in excess of $278
billion in 1997.


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         At the same time, teens and young adults are becoming increasingly
involved in the Internet. We estimate that the number of teens (ages 13 to 17)
who regularly access the Internet will rise from 6.8 million in 1999 to over
12.3 million by 2002. Their increased activity creates a significant opportunity
for both selling products and advertising to teens and young adults online. We
also believe that online commerce sales to teens (ages 13 to 17) will increase
from $161 million in 1999 to $1.4 billion in 2002 and advertising to Generation
Y will increase from $907 million in 1999 to $2.1 billion in 2002.

         We may not enjoy the same growth rates as the recent or expected rates
of growth in the number of teens and young adults, their Web usage, their
e-commerce spending or advertising to them.

THE NEED FOR A GENERATION Y ONLINE DESTINATION

         We believe the teen and young adult market is a large and underserved
audience that desires entertainment, communication, content and advice in an
environment focused on their particular needs. Teens and young adults are
influenced by new media and information sources and demand fresh and engaging
content that speaks to them without speaking down to them. The major Internet
navigational sites are generally:

         -    designed to appeal to a broad audience and therefore have not
              created an environment focused on the specific programming needs
              and buying habits of teens and young adults;

         -    do not exclusively address the issues that are relevant to teens,
              such as peer, parental and school-related pressures, and issues
              revolving around friendship, sexuality and competition; and

         -    do not provide the kind of interactivity and services that this
              group seeks, such as communication with their peers through chat
              and e-mail, away from the adults in their lives, in addition to
              news, online games and personal home page building.

         We believe that creating an online destination that caters exclusively
to teens and young adults is essential to marketing to this group. From a
marketing perspective, teens and young adults are difficult to reach and has
demonstrated a resistance to traditional marketing techniques. We believe
marketing products and services indirectly in the context of demographically
appropriate editorial information, rather than traditional advertising methods,
is a more effective way to reach this audience. Accordingly, we believe there is
a need for a teen and young adult online destination consisting of an integrated
network of community and commerce in a trusted environment.

THE iTURF SOLUTION

         The iTurf network is an online destination where teens and young adults
can congregate in an environment that caters exclusively to their interests and
promotes their participation and personal growth. iTurf integrates online
community and commerce through a network of sites focused primarily on teens and
young adults, providing compelling and topical content as well as forums for
interactive communication. Our network of Web sites is currently comprised of
our gURL, OnTap and recently acquired TheSpark community sites and multiple
commerce sites.

         Our gURL community is a group of sites marketed under the gURL brand,
anchored by our gURL.com site. The gURL community sites provide a place where
girls and young women can find peer support and advice from like-minded users
through community resources such as chat rooms, posting boards, home-page
hosting services and Web-based e-mail services. Our gURL sites provide
interactive features and regularly updated articles on topics of interest to
teen girls and young women, such as shopping, fashion and beauty, peer pressure,
entertainment, music, relationships, emotions, gossip and news.

         OnTap.com is an Internet Web site with information and community
services directed at male teens and young men.

         TheSpark.com and SparkNotes.com are community and content Web sites
focusing on college students and young adults. They offer entertaining content,
interactive features and academic resources designed specifically for students
and young adults.


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         Our commerce sites offer a wide range of apparel, accessories,
footwear, athletic gear and home furnishing products for both teen girls and
boys. Our most prominent online store, dELiAs.cOm, offers apparel, cosmetics,
accessories, footwear, home furnishings, light furniture and other products for
teen girls and young women. Our other commerce sites include:

         -    tsisoccer.com, offering soccer and other sports related products;
         -    discountdomain.com, a membership-based discount shopping service
              offering casual apparel and athletic clothing and consumer
              electronics products;
         -    droog.com, a site that offers apparel, accessories and footwear
              for teen boys and young men; and
         -    StorybookHeirlooms.com, a site that offers apparel, accessories
              and footwear for girls between the ages of four and eleven and
              their mothers.

         Our commerce and community sites are linked by iTurf.com. We intend to
develop iTurf.com as the online meeting place and community for teens and young
adults. We will promote and drive traffic to this site through all of the
properties in our network. We will promote iTurf.com to teen girls and young
women through gURL.com, dELiAs.cOm and other female-targeted offerings. We will
promote iTurf to teen boys and young men through our male-focused offerings. In
addition to our e-commerce efforts, we generate advertising and sponsorship
revenue from advertisers seeking targeted access to teens and young adults.

THE iTURF ADVANTAGE

         We believe we are one of the few online networks to focus primarily on
the teen and young adult market and that our relationship with our parent, the
leading direct marketer to teens and young adults, provides us with the
following advantages:

         ABILITY TO ATTRACT CUSTOMERS AND USERS TO WEB SITES.

         -    ACCESS TO PROPRIETARY DATABASE OF OVER TWELVE MILLION NAMES. We
              have the exclusive online right to our parent's database of
              catalog buyers and requesters. This database has grown rapidly
              from 198,000 names as of January 31, 1996 to over 12 million names
              today and is growing by over 1.5 million names each year. In
              excess of 1,000,000 customer records in the database have e-mail
              addresses. This database includes more than 6.5 million buyers of
              direct mail products and contains extensive individual purchasing
              histories. We believe this proprietary database would be difficult
              for competitors to replicate and creates a significant competitive
              advantage in targeting teens and young adults.
         -    COMPELLING, TOPICAL CONTENT. Compelling, topical and
              regularly-updated online content is critical to driving repeat
              customers and users to our Web sites. We obtain content from both
              our internal staff and our parent. This content consists of
              engaging editorial copy from direct marketing products, and
              content from our community sites including regularly-updated
              articles, series and games as well as thousands of pages of
              user-generated content. Accordingly, we believe we have the
              editorial assets necessary to keep our content fresh and updated
              and to continue to attract and retain new customers and users.
         -    iTURF TRADE NAMES. We have the exclusive online right to our
              parent's licensed trade names, including dELiA*s, TSI Soccer,
              Storybook Heirlooms, discountdomain and Droog, and to our own
              iTurf, gURL, OnTap and TheSpark trade names. We believe these
              trade names have been a strong motivating factor in attracting
              customers, especially with regard to consumers who have not yet
              made a purchase online. We believe that a significant portion of
              our success has been attributable to the goodwill and trust earned
              by our brands among teen and young adult consumers and their
              parents. Very few online marketers have the brands to successfully
              penetrate the teen market as we have.
         -    EXCLUSIVE ADVERTISING AND PROMOTIONAL SPACE IN THE LARGEST
              PUBLICATION DIRECTED AT OUR TARGET MARKET. To date, we have
              advertised our Web sites primarily through our parent's catalogs,
              which have an annual circulation in excess of 70 million. The
              dELiA*s catalog has the largest domestic circulation of any
              publication directed at teens and young adults. Since our initial
              public offering, we


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              have had certain exclusive rights to purchase promotional and
              advertising space in our parent's catalog titles, including
              dELiA*s, TSI Soccer, Storybook Heirlooms and Droog. We intend to
              increase the amount of advertising we place in these titles.

         ABILITY TO DELIVER SUPERIOR E-COMMERCE SOLUTIONS.

         -    SOPHISTICATED FULFILLMENT CAPABILITY. We are able to fill orders
              through our parent's approximately 400,000 square foot
              distribution center. This access enables us to retain
              significantly greater control over the quality, timeliness and
              cost of fulfilling our product orders than other online marketers
              who outsource fulfillment services to unrelated contractors that
              serve several direct marketers. In addition, the scale of our
              parent's operation enables us to deliver a large number of
              products over a range of categories. Customers generally have
              access to real-time product availability information prior to
              ordering and are shipped products within 48 hours of credit
              approval. We also supplement our customer service staff with
              support from our parent's three call centers with a total of over
              400 stations.
         -    SUPERIOR INVENTORY MANAGEMENT AND MERCHANDISING OPPORTUNITIES. Our
              relationship with our parent enables us to offer a large selection
              of merchandise without the investment in inventory and the ongoing
              expense related to the management of such inventory. We also take
              advantage of our parent's relationships with a diverse group of
              hundreds of vendors as well as the purchasing economies enjoyed by
              our parent as a result of both its scale and proprietary private
              label products. As a result, we believe we are well positioned to
              continue to enjoy gross profit margins that are superior to many
              other online retailers while being able to provide our customers
              with a compelling selection of recognized merchandise.
         -    DIRECT MARKETING KNOWLEDGE AND EXPERTISE. We benefit from the
              direct marketing knowledge and expertise of our management team
              and of our parent. We are transferring to the Web the contextual
              selling model as well as the use of editorial and graphical
              elements pioneered by our parent and various members of our
              management. We believe that this strategy is directly transferable
              to the Web and can be enhanced by including interactive
              capabilities such as chat and personal home pages. In addition,
              our parent possesses considerable experience in gathering and
              mining data on teens and young adults that we believe is key to
              our success. Accordingly, we believe that we will be able to
              effectively target and satisfy the needs of the teen and young
              adult community.

STRATEGY

         Our goal is to build iTurf into the most heavily-trafficked network of
teen and young adult online destinations. We hope to realize superior revenue
growth opportunities based upon expanded advertising opportunities including
sponsorship, promotion and distribution agreements with leading brand marketers
and media companies. We intend to reach the above goal by implementing the
following interconnected strategies:

 STRENGTHEN BRAND RECOGNITION. We believe that building brand recognition for
our sites is critical to attracting and expanding our global user base and
customer loyalty. Our strategy is to enhance the recognition of the iTurf brand
name as well as to independently build each brand in the iTurf network,
including dELiA*s, gURL, OnTap, TheSpark, SparkNotes, TSI Soccer, Storybook
Heirlooms, discountdomain and Droog, each of which is designed to appeal to a
specific customer segment within our target market. By building each brand
individually, we expect to reach specific customer groups with product offerings
and formats designed to cater to their tastes and purchasing patterns. In doing
so, we believe we can avoid relying on one brand or segment within our target
market and instead can maximize our overall reach within all segments of our
target market.

         We seek to build brand recognition and traffic through multiple
methods, such as:

         -    CROSS-PROMOTION WITHIN OUR NETWORK. We promote each of our Web
              sites on other sites within our network of sites. For example,
              iTurf.com may link to content on the gURL.com site, and droog.com
              products may be advertised on TheSpark.com. In this manner, we
              cost-efficiently leverage the traffic


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              and brand equity of each individual site to create a network that,
              as a whole, is greater than the sum of its parts.
         -    PROMOTION IN OUR PARENT'S MARKETING CHANNELS. Since inception, we
              have marketed our sites and products and services in our parent's
              catalogs, which have a combined circulation of more than 70
              million. We intend to continue to advertise in our parent's family
              of catalogs and our parent's retail stores. To date, these
              marketing channels have been the principal marketing mechanism to
              reach our target audience.
         -    DIRECT MARKETING. The Internet allows rapid and effective
              marketing experimentation and analysis, instant user feedback and
              personalization. We strive to use direct marketing techniques to
              target and retain customers effectively. We have captured
              approximately 8 million registrations for electronic newsletters
              distributed by our e-commerce and community sites. The e-mail
              addresses we have collected through these registrations let us
              market directly to our users at very low cost, and enable us to
              provide third party marketers access to these users by advertising
              in our electronic newsletters. Currently we send regular broadcast
              e-mails to our users promoting special discounts and offers. We
              intend to include more targeted personalized electronic messages
              based on prior purchasing behavior and online activity. We also
              send out regular electronic newsletters to our registered users
              regarding events affecting the teen and young adult community. We
              also use traditional direct mail channels to target our customers
              and individuals on our parent's database.
         -    STRATEGIC ALLIANCES. We believe iTurf can enhance its brand
              names and increase its customer base through alliances with
              community, content and e-commerce providers. We have anchor
              tenancy positions in the shopping and teen areas on the America
              Online service and comprehensive marketing relationships with
              the MSN Network (Microsoft). We are the preferred provider of
              soccer merchandise on Fogdog.com. We may enter into additional
              alliances with other sites to build traffic and gain customers.
         -    TRADITIONAL AND INTERNET ADVERTISING. We also use traditional
              advertising, in particular print-based promotions. Our sites have
              been advertised in such teen and fashion magazines as Seventeen
              and YM. We believe that promotion in such publications is
              particularly effective in reaching our target audience. In fiscal
              2000, we expect to advertise our brands on radio, in outdoor
              venues and possibly on television. We also use targeted online
              advertising to promote our brand name and specific merchandising
              opportunities. We have purchased advertising on America Online,
              the MSN network, Excite.com, MTV.com and Seventeen.com among other
              properties.
         -    AFFILIATE NETWORK. In 1999, we created the dELiA*s Affiliate
              Network and the TSI Affiliate Network, a marketing tool that
              increases exposure on the Internet and directly generates sales
              for our dELiAs.cOm and tsisoccer.com sites. We offer affiliates a
              percentage of net sales on purchases by customers referred to our
              network of sites. More than 20,000 Web sites have registered to
              become affiliates of our e-commerce sites.

 ENHANCE ONLINE OFFERINGS. We will aggressively seek to develop our content,
community and e-commerce product offerings to drive traffic to our Web sites and
increase revenue.

         -    CONTINUE TO INCREASE COMMUNITY FUNCTIONALITY. We believe our
              success to date has been, in part, a result of building customer
              loyalty by coupling community with commerce. We believe our target
              audience places great value on opportunities to interact with
              their peers through interactive services that we currently offer,
              including e-mail, buddy lists, chat rooms, voice conferencing,
              home pages and other services. We are continually looking for
              innovative and exciting interactive services and new technologies
              to offer our users and customers.
         -    ENHANCE CONTENT TO DEEPEN PENETRATION OF MARKETS. We intend to
              provide new or expanded content offerings targeted at additional
              customer groups within teens and young adults, such as offerings
              directed at young men and students and additional content designed
              to facilitate interaction between male and female members of our
              target market. We also intend to develop iTurf.com as the online
              meeting place and community for teens and young adults.


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EXPAND SITE INFRASTRUCTURE TO SUPPORT GROWTH. We intend to continue to invest in
technologies and site infrastructure and to enhance the functionality of our
sites. This will enable us to better serve existing users and to provide robust
platforms to support growth. We have recently made and expect to continue to
make substantial investments in the integration of Web and database technologies
to:

         -    allow increased customization and personalization of the online
              shopping and community experience;
         -    employ basket analysis and other cross-selling strategies; and
         -    enable broadcast e-mails to customers based on purchasing
              histories and demographic characteristics and other valuable
              database-driven techniques for increasing revenue per customer.

THE iTURF NETWORK

         The iTurf network is currently composed of the sites described below:

COMMUNITY SITES

iTurf.com               is the hub of our network, scheduled to launch
                        imminently, and will target teen boys and girls and
                        young adults with topical lifestyle and community
                        features.

gURL.com                offers Web/zines and community features targeting teen
                        girls and featuring chat, posting boards and other
                        interactive functionality.

gURLpages.com           is a free home-page hosting service that offers users
                        disk space and publishing tools to create their own
                        sites quickly and easily in one of 23 topically
                        organized sub-communities.

gURLmAIL.com            is a free Web-based e-mail service that is open to users
                        who register and provide certain demographic
                        information.

OnTap.com               is a Web site with information and community services
                        directed at young men.

TheSpark.com            is a community and content Web site focusing on college
                        students and young adults. It offers entertaining
                        content and interactive features designed specifically
                        for young adults.

SparkNotes.com          is an academic resource site that contains study guides
                        for more than 150 literary works, and bulletin boards
                        for students to discuss those works.


E-COMMERCE SITES

dELiAs.cOm              is a commerce site based on the DELIA*S print catalog
                        selling apparel, accessories, footwear and cosmetics to
                        teen girls and young women.

tsisoccer.com           is a commerce site based on the TSI SOCCER print catalog
                        selling soccer merchandise, including footwear, apparel
                        and equipment.

discountdomain.com      is a commerce site selling discounted merchandise
                        (primarily apparel, athletic gear and consumer
                        electronics) to teens and young adults who pay a monthly
                        subscription fee.

droog.com               is a commerce site based on the DROOG print catalog
                        selling apparel, accessories and footwear to teen boys
                        and young men.


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StorybookHeirlooms.com  is a commerce site based on the STORYBOOKHEIRLOOMS print
                        catalog selling apparel, accessories and footwear for
                        girls between the ages of four and eleven and their
                        mothers.

iTURF COMMUNITY

         Our current community offerings are built around the gURL, TheSpark and
OnTap brands. Our gURL sites serve more than one million registered users. We
believe that we have built a cultural environment in which our users feel
comfortable, safe and secure. These traits are critical for attracting and
retaining visitors. Our community sites collectively accounted for less than
five percent of our revenues in fiscal 1999.

         GURL WEB/ZINE. The gURL web/zine is our flagship editorial product.
gURL presents a different approach to the experience of being a teen girl. It is
committed to discussing issues that affect the lives of teen girls and young
women in a non-judgmental, personal way. Through honest writing, visuals and a
liberal sense of humor, gURL seeks to provide its audience a new way of looking
at subjects that are crucial to their lives. gURL chooses the subjects it covers
carefully and deals frankly with issues such as sexuality, emotions and body
image.

         The gURL web/zine presents regularly-updated articles, series and games
in five principal departments:

         -    LOOKS AREN'T EVERYTHING--a love/hate look at beauty culture,
              including signature feature series such as "On Being Hairy," "The
              Boob Files," and "Virtual Makeover;"
         -    DEAL WITH IT--getting through the day, the date and the rest of
              the hard stuff...a whole new take on your body, brain and life as
              a teenage gURL;
         -    WHERE DO I GO FROM HERE?--decisions, directions and different ways
              of getting a life;
         -    HA!- real girl comics . . . the sad but true funny pages; and
         -    EXHIBITIONIST--where we show off art, poetry and prose by girls,
              for girls and stuff that matters to girls and see what they have
              to say about it.

         We attract traffic by offering compelling, topical and
regularly-updated content. The gURL site has received a number of awards for its
content and community services, including a 1998 Webby award for best site in
the "living" category and a 1997 I.D. Magazine Interactive Media Design award.
Recently, TEEN People magazine cited the site as the number one information site
on the Web. The quality and increasing recognition of content from the gURL Web
site and of the gURL brand have created ancillary licensing opportunities for
iTurf. Pocketbooks published a book titled "DEAL WITH IT: A WHOLE NEW APPROACH
TO YOUR BODY, BRAIN AND LIFE AS A TEENAGE GURL" in the fall of 1999 for teen
girls based upon editorial content drawn from and inspired by the gURL.com site.
In addition, the leading publisher of calendars in the U.S. published
gURL-branded engagement and wall calendars in the fall of 1999.

         GURL CONNECTION CHAT AND POSTING BOARDS. gURL Connection is the
password-protected members-only area of gURL.com that offers a safe environment
for teen girls to interact freely with their peers. It provides both text-based
and graphical-based Palace-TM- chat services to a membership base of over
400,000 members. Chat is a critical part of establishing a place for gURL's
users to "hang out" and transforming gURL into a premier destination for teens
and young adults.

         gURL's signature "Shout Out" posting boards provide intensely personal
and compelling media for members of the gURL community to share ideas, express
themselves and learn about others. The posting boards provide the gURL community
with a continual source of user-generated content. Most recently, we have begun
to leverage that content into another web/zine, "Mouthpiece," consisting of
user-generated content drawn from the "Shout Out" boards.

         GURLPAGES gURLpages is one of the world's largest communities of
personal teen sites. We provide users with free disk space and publishing tools
to create their own sites quickly and easily. The sites are organized into 21
topically organized sub-communities. These communities include
entertainment-oriented topical groupings such as "Movies," "Music" and "TV;"
more expressionist areas such as "Activism," "Comix" and "Ranting and Raving;"
and, for the users for whom community means anarchy, "I Am Uncategorizable."
Users are encouraged to become and


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remain active participants in the gURL community by updating their sites and
communicating with others through the free e-mail, chat and bulletin-board
services we provide. We offer links from the gURL web/zine to particularly
compelling gURLpages for users seeking greater involvement and recognition
within the community. With hundreds of new gURLpages being created each day,
gURLpages has grown quickly since its launch in June 1998, and had approximately
360,000 user registrations as of January 29, 2000. gURLpages is hosted by Lycos,
Inc.

         GURLMAIL gURLmAIL offers free Web-based e-mail accounts to users who
register by providing certain demographic information. Participants can register
for and receive e-mail addresses at gURLmAIL.com that enable them to send and
check their e-mail from anywhere in the world via the Internet. gURLmAIL has
grown quickly since its launch in February 1998 and had approximately 900,000
registered users as of January 29, 2000. gURLmAIL is hosted by Lycos, Inc.

         THESPARK.COM TheSpark.com is a community and content Web site focusing
on college students and young adults. It offers entertaining content,
interactive features and academic resources designed specifically for students
and young adults. The site was launched in March 1999. In one year, TheSpark has
built a strong and loyal user base, characterized by exponential growth and
extremely high membership retention rates. For example, the "Death Test," a
humorous lifestyle survey that generates a prediction of life expectancy, has
been taken over 4.6 million times since August of 1999. Additionally, TheSpark's
popular newsletters have a subscription retention rate of 98% and generate
advertising sponsorship opportunities for us.

         TheSpark.com also offers a dating service called SparkMatch, a
collection of online academic resources called SparkNotes.com, bartending
recipes, an online insult generator and other features targeted at the college
and young adult market.

         ONTAP.COM OnTap.com is a Web site that provides information and
community services directed at young men. Prior to our acquisition of the site
in September 1999, it was initially launched in 1995 as TapOnline.com and
relaunched as OnTap.com with a focus on college life. We have repositioned the
site to broaden the scope of content and specifically target young men. In
fiscal 1999, the site received over 6 million visits and over 25 Fortune 500
companies utilized the site for advertising and promotion.

iTURF E-COMMERCE

         Each of our e-commerce sites, other than discountdomain.com, is based
on a print catalog published by our parent. These sites translate the
distinctive look and editorial voice of the corresponding print catalog onto the
Internet, adding interactive functionality to make shopping an entertaining
experience. Each site is designed to be intuitive and easy to use, enabling the
ordering process to be completed with a minimum of customer effort. All of these
sites offer real-time product availability information, with the exception of
StorybookHeirlooms.com, which we expect will offer real-time availability
information in the future.

         We have generated a substantial majority of our revenue from the sale
of apparel, accessories, home furnishings and footwear on the dELiAs.cOm site,
which was launched in May 1998. Product sales and advertising on dELiAs.cOm
accounted for approximately 66% of our revenues in fiscal 1999. Apparel ranges
from basics, such as jeans, shorts and t-shirts to more fashion-oriented
apparel, such as woven and knit junior dresses and swimwear. Accessories include
sunglasses, watches, costume jewelry and cosmetics.

         dELiAs.cOm features branded merchandise from a diverse group of more
than 90 vendors at any one time complemented by our parent's private label
products. We believe the strong customer acceptance of the dELiA*s brand helps
make the DELIA*S catalog and, by extension, our dELiAs.cOm site, preferred
outlets for certain vendors, some of which occasionally provide merchandise on
an exclusive basis. Brands currently offered through dELiAs.cOm include
nationally recognized names such as Vans, Paris Blues and Roxy (Quicksilver), as
well as brands focused on the teen and young adult market, including Dawls, Free
People (Urban Outfitters), Tag Rag and 26 Red Sugar. We also offer brands from
emerging designers that differentiate dELiAs.cOm from other retailers and help
to establish dELiAs.cOm


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as a fashion resource for girls and young women. Emerging brands currently
featured on dELiAs.cOm include Girl Star, Hydraulic Itsus, Malibu, New Breed and
Paul Frank.

         We organize products into approximately 15 categories, most of which
are divided into styles. For example, the "Dresses" category is divided into
"Casual" and "Fancy" styles. Most products are shown both in a still photograph
and on teen models, whose expressions and poses convey the dELiA*s attitude. At
any one time, the site presents graphical depictions of 180 to 300 product
styles offered in more than 1,000 stock keeping units. In addition, customers
can purchase products from older DELIA*S catalogs by entering an item number
from the catalog.

         dELiAs.cOm also offers home furnishings, light furniture and household
articles targeted at teen girls and young women. Such items include sheets and
other bedding, lamps, organizers and other products designed with the bedroom or
dorm room of teen girls and young women in mind. We believe that few, if any,
retailers, online or offline, target this market.

         dELiAs.cOm also offers a gift registry, an e-mail mailing list and
links to content on gURL.com. We believe these features increase the frequency
with which customers return to our site and make purchases. Additionally, we
will continue to explore other technology-based aids that enhance the shopping
experience such as basket analysis, other cross-selling strategies and
high-resolution graphics systems.

         tsisoccer.com is our second largest source of merchandise sales,
accounting for approximately 9% of our revenues in fiscal 1999. The site offers
a full range of soccer merchandise, including footwear, apparel and equipment,
almost all of which consists of products from the leading suppliers of athletic
footwear and apparel, including adidas, Nike, Reebok and Puma, as well as
manufacturers of well-known specialty brands, such as Umbro and Mitre. Our
parent's relationships with these suppliers enable us to offer an exceptionally
broad and deep product selection, including premier branded products, which
typically have limited distribution. tsisoccer.com offers over 7,000 stock
keeping units, including men's, women's and children's styles, as well as
difficult-to-find sizes, special team colors and individualized product color
combinations. We believe that few other direct marketers currently offer as
complete a line of soccer footwear, apparel and equipment as that offered by
tsisoccer.com.

         tsisoccer.com, like the TSI SOCCER catalog, positions itself as more
than an online store; it is also an online soccer resource with links to
soccer-related sites on the Web.

         discountdomain.com is a subscription site that offers access to dELiA*s
merchandise at discount prices and vendor closeouts of other products.
discountdomain.com accounted for approximately 7% of our revenues in fiscal
1999. In exchange for a $5.00 fee charged automatically each month, members can
access a password-protected area where discounted merchandise can be purchased
online.

         The site has recently expanded its assortment to include casual apparel
for young men, athletic apparel and low-cost consumer electronic products like
portable stereos and cameras. Merchandise is organized in four principal
categories: Guys, Girls, Gadgets and Gifts. Within Guys and Girls, merchandise
is organized into apparel and accessory sub-categories. The site carries 400-450
products, available in more than 2,000 stock-keeping units at any one time.

The merchandise assortment is updated weekly.

         droog.com offers apparel, footwear and accessories for teen boys and
young men from our parent's DROOG print catalog. The site captures the stylized
character of the DROOG catalog through a distinctive font and a terse editorial
voice that speaks to its target market. Users can order from more than 200
products comprising over 1,000 stock keeping units. Our parent mailed the first
issue of the catalog in October 1998 and we launched the droog.com site in
November 1998. In fiscal 1999, this Web site accounted for approximately 5% of
our revenues.

         StorybookHeirlooms.com offers apparel, accessories and footwear for
girls between the ages of four and eleven, and their mothers from our parent's
STORYBOOK HEIRLOOMS catalog. The site is designed to be shopped by children's
parents. In some cases, the site features merchandise and/or pricing available
only through the Internet. Our parent mailed its first issue of the STORYBOOK
HEIRLOOMS catalog in January 1999 and we launched the


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StorybookHeirlooms.com Web site in April 1999. In fiscal 1999, this site
accounted for approximately 5% of our revenues.

         In April 2000, we discontinued the e-commerce operations of our
dotdotdash.com Web site. In fiscal 1999, this site accounted for less than 5% of
our revenues.

MARKETING AND PROMOTION

         Our marketing strategy is to promote, advertise and increase the
visibility of our brands and to acquire new customers and users through multiple
channels, including:

         -    traditional and Internet advertising;

         -    direct marketing to existing and potential customers;

         -    building strategic alliances with our Web sites;

         -    expanding our affiliate network and linking programs; and

         -    marketing through high school and college campus-based marketing
              services offered by MarketSource.

         We believe that the use of multiple marketing channels reduces reliance
on any one source of customers, lowers customer acquisition costs and maximizes
brand awareness.

         TRADITIONAL AND INTERNET ADVERTISING. We advertise our sites in our
parent's retail and catalog properties. Our Web site addresses can now be found
on the cover and on nearly every page of our parent's catalogs, as well as on
point-of-sale displays at our parent's retail stores. In addition, we have found
bind-in cards inserted in our parent's catalog to be a significant driver of
traffic to the dELiAs.cOm and gURL.com sites. iTurf is the exclusive e-commerce
and community based Internet advertiser in our parent's catalogs. We also pursue
a targeted, traditional media-based advertising campaign focused on print-based
advertising in teen fashion and lifestyle magazines. We also use targeted online
advertising to promote both our brand names and specific merchandising
opportunities.

         DIRECT MARKETING. We use direct marketing techniques to attract and
retain customers. Our parent's proprietary database of catalog requesters
contains in excess of 1,000,000 e-mail addresses. We send regular broadcast
e-mails to these addresses as well as to our own customers. We intend to expand
our use of broadcast e-mail to include more targeted messages and promotions to
specific segments of our list and to include embedded graphic images within
e-mail to customers who have the ability to view them. We also offer special
discounts and promotional offers from time to time on our sites to drive sales.
We promote these offers through print catalog advertising and e-mails. We may
also use direct mail to access individuals from our parent's proprietary
database.

         STRATEGIC ALLIANCES. We have entered into a variety of relationships to
build traffic and attract customers. We have anchor tenancy positions in the
shopping areas on the America Online Service and comprehensive marketing
relationships with Excite.com (Excite/@home) and the MSN Network (Microsoft). In
addition, we are the preferred provider of soccer merchandise on Fogdog.Com. We
intend to expand our use of these kinds of alliances in the future. We carefully
evaluate each potential alliance and strive to ensure that any fees associated
with it are cost-effective in terms of the potential customers to be acquired,
potential revenue to be generated, level of exclusivity and brand exposure.

         AFFILIATE PROGRAM. We created the dELiA*s Affiliate Network, a
grass-roots marketing tool designed to increase our exposure on the Internet and
generate sales. In order to join the dELiA*s Affiliate Network, prospective
affiliates complete an automated application form online that is generally
approved within 48 hours by a member of our staff. Registered affiliates are
paid a referral fee for any sale generated via the affiliate's link to our
e-commerce sites. We also recently launched a tsisoccer.com affiliate program.
We promote these programs via links on dELiAs.cOm and and tsisoccer.com and
through LinkShare, our affiliate marketing partner. These agreements are
terminable at will by either party.


                                       13

<PAGE>


         CAMPUS-BASED MARKETING. We have entered into a marketing alliance with
MarketSource to promote our network of sites through MarketSource's offline
campus-based marketing channels. These include sampling programs on college
campuses, wallboards at high schools and event-based promotions.

ADVERTISING AND SPONSORSHIP SALES

         We believe our Web properties provide unique access to the teen and
young adult market, an audience that is not easily available through other
media. As a result, a variety of marketers are interested in using our Internet
properties. Typical agreements relating to banner advertising provide for
placement of small advertisements on a specified number of Web pages, have a
short duration and are measured only by page views. We also enter into
sponsorship, promotional and distribution arrangements that generally have
longer terms and higher dollar values than typical banner advertising deals to
support broad marketing objectives, including branding, awareness, product
introductions, online research and editorial integration. Advertising and
sponsorship sales accounted for approximately 6% of our revenues in fiscal 1999.

         Most of the advertising and sponsorships on our site are sold by or
through one of our two strategic advertising sales partners, MarketSource
Corporation and Phase2Media. In September 1999, MarketSource Corporation entered
into a three-year arrangement to purchase advertising and other inventory on our
network of sites for resale to MarketSource's clients. In addition, Phase2Media
acts as our agent for the sale of advertising on our sites. Finally, a small
portion of the advertising on our sites is sold directly by our internal sales
personnel.

         Although they are not material to our business, we currently
participate in revenue sharing arrangements for banner advertisements placed on
our sites with several parties, including Lycos, Inc. for our gURLmAIL and
gURLpages sites. In these arrangements, these parties typically provide iTurf
and its users with Web-based software applications or content and sell the
advertising inventory placed in or adjacent to the content. These parties pay to
iTurf a percentage of the ad sales revenue generated by iTurf.

INTERNATIONAL MARKETS

         We intend to market our goods and services to customers in foreign
countries. Historically, our parent has not extensively marketed its catalogs in
foreign countries due to prohibitive mailing costs. However, we believe we can
market outside the United States through the Internet at a fraction of the cost
of direct mail marketing. Both our parent and we have extensive customer and
user files including individuals from more than 140 countries. For example,
approximately 24% of gURLmAIL users reside outside of the United States.

WAREHOUSING AND FULFILLMENT

         Our parent provides warehousing and order fulfillment services to iTurf
pursuant to an intercompany services agreement. Each of our e-commerce sites,
except for StorybookHeirlooms.com, is fully integrated into our parent's
sophisticated warehouse fulfillment system. Our parent processes and fulfills
our customer orders through its approximately 400,000 square foot warehouse and
fulfillment center in Hanover, Pennsylvania. The system monitors the in-stock
status of each item ordered, processes the order and generates warehouse
selection tickets and packing slips for order fulfillment operations.

         We ship a majority of our customer orders within 48 hours of credit
approval. If a customer places an order using a credit card owned by another
customer and the order exceeds a specified monetary threshold, the order is
shipped only after we have received verbal confirmation of the sale from the
cardholder. Customers generally receive orders within three to five business
days after shipping. Shipments are made through United Parcel Service or the
United States Postal Service. A shipping and handling fee is charged on each
customer order based on the total price of the order. Our parent's fulfillment
systems automatically determine the most cost effective method of shipping each
order.

TECHNOLOGY AND SYSTEMS


                                       14

<PAGE>


         We have implemented a broad array of site management, customer
service, transaction-processing and fulfillment services and systems using a
combination of our own proprietary technologies and commercially available
licensed technologies. These systems fall into two primary categories: a
front-end Web server facility, and a back-end order fulfillment system.

         The front-end supports our Web sites, offering a wide range of
community and commerce functionality. It consists of a farm of
enterprise-class Web server and database server machines, located behind
high-capacity firewalls and load-balancing hardware. The system is highly
redundant and designed to scale to tens of millions of customized page views
per day. We based our software on a set of well-proven building blocks - the
Solaris operating system, Oracle database servers, and Apache Web servers -
and added an extensive proprietary infrastructure. The software uses
concurrency, caching, connection pooling, and other optimization techniques
to support massive levels of traffic. We host the primary Web servers at an
Exodus Communications Inc. co-location facility, which has redundant power
and Internet connections in a high-security installation. We use a
custom-built monitoring system to track the status of the servers and page
our emergency personnel if any problems are detected.

         The back-end system handles product order processing and
fulfillment. It is a mature and widely used software application licensed by
our parent, called MACS II, which offers WebOrdes, a Web interface that is used
by the front-end servers to communicate with it. MACS provides all of the
essential services needed to support a direct mail business:

         -    accept and validate orders;
         -    organize and manage orders with suppliers;
         -    receive product and assign it to customer orders;
         -    manage shipments; and
         -    integrate inventory management, purchasing and accounting.

MACS II and WebOrder are licensed from and supported by their developer,
Smith-Gardner Associates. These systems handle multiple shipment methods,
credit card transaction processing and automated customer communication. They
allow the customer to choose whether to receive single or multiple shipments
based on availability.

         Our community services, other than gURLmAIL and gURLpages, are
primarily run on internally-developed database applications. The gURLmAIL and
gURLpages operating technology and software were developed and are operated and
supported by Lycos, Inc. Our various Internet applications run on both the UNIX
and Windows NT operating systems, on computers located both in our offices and
in the facility of a third party hosting service. AT&T and Cable & Wireless plc
currently provide our Internet connection. We have contracted with Lycos,
AT&T, Cable & Wireless plc and UUNet for these services.

         In response to capacity concerns and site development needs, in fiscal
1999, we increased the number of computers that run our Web sites from three to
ten and installed a considerably more powerful system for online catalog
navigation functions. We intend to continue to invest in technologies that will
handle growth in traffic and e-commerce and Web site infrastructure to enhance
the functionality of our sites.

CUSTOMER SERVICE

         We employ Web-savvy customer service representatives who assist our
electronic commerce customers by e-mail and telephone seven days a week. We
support our community offerings principally by e-mail. We set internal goals of
returning customer e-mail within 24 hours of receipt. Lycos Inc. provides
customer service for both gURLmAIL and gURLpages.

         In addition, our parent handles routine customer service issues, such
as order tracking. Our parent maintains three call centers, with more than 400
stations. We provide e-mail based customer service for our parent's print
catalogs.

COMPETITION

         E-COMMERCE. The apparel, footwear, accessories and home furnishings
industries and the athletic goods and soccer specialty markets are highly
competitive. We expect competition in these markets to increase. Our dELiAs.cOm,
discountdomain.com, droog.com, and StorybookHeirlooms.com sites compete with
traditional department store retailers, as well as specialty apparel and
accessory retailers, for teen and young-adult customers. We also compete with
other direct marketers, some of which may specifically target our customers.
tsisoccer.com competes with several other soccer specialty direct marketers and
soccer specialty retailers, as well as general athletic merchandise retailers.

         There are few barriers to entry in the teen and young adult apparel and
accessories market and in the soccer specialty market. We believe that our
recent success in the teen and young adult apparel market has attracted the
attention of other direct marketers, as well as store-based retailers and
apparel manufacturers, some of which have entered or are likely to enter this
market. In addition, competitors could enter into exclusive distribution
arrangements


                                       15

<PAGE>


with our vendors and deny us access to their products. Increased competition
could result in pricing pressures, increased marketing expenditures and loss of
market share, and could have a material adverse effect on iTurf.

         INTERNET COMMUNITY SERVICES. The market for community services is
highly competitive, and we expect competition to continue to increase
significantly. There are no substantial barriers to entry in these markets. We
compete with many providers of community services, including companies that
attempt, as we do, to target teen and young adult consumers. In addition,
high-traffic, mass-market Web sites and Internet service providers such as
Microsoft and America Online, currently offer and could further develop or
license the products and services we offer. They could take actions that make it
more difficult for consumers to use our services. This may provide those
companies with significant competitive advantages that could have a material
adverse effect on our business, results of operations and financial condition.

         A large number of sites and online services offer informational and
community features, such as news, stock quotes, sports coverage, Yellow Pages,
e-mail listings, chat services and bulletin board postings, that are competitive
with the services we offer. These include Microsoft, AOL and other Web
navigation companies such as Yahoo!, Excite, Lycos and Infoseek. A number of
companies, including HotMail, which was recently acquired by Microsoft, offer
Web-based e-mail services similar to those we offer in tandem with larger
navigational sites and online services.

         We also compete with traditional offline media such as television,
radio and print for a share of advertisers' total advertising budgets. We
believe the number of companies selling Web-based advertising and the available
inventory of advertising space have increased substantially during recent
periods.

         We believe that the principal competitive factors in our markets are:

         -    brand recognition;
         -    ease of use;
         -    comprehensiveness;
         -    quality of content and products;
         -    access to end users; and
         -    with respect to advertisers and sponsors, the number of users,
              duration and frequency of visits and user demographics.

         Competition among Internet navigational and informational services,
high-traffic Web sites and other media for advertising placements could result
in significant price competition and reductions in advertising revenue.

         Many of our competitors have significantly greater financial,
technical, marketing and distribution resources. In addition, providers of
Internet tools and services may be acquired by, receive investments from, or
enter into other commercial relationships with larger, well-established and
well-financed companies, such as Microsoft or AOL. Greater competition resulting
from such relationships could have a material adverse effect on our business,
operating results and financial condition.

EMPLOYEES

         We currently employ approximately 153 persons who devote all or
substantially all of their time to our business. None of our employees are
represented by unions and we consider relations with our employees to be good.

RISK FACTORS

         YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISKS AND OTHER INFORMATION
IN THIS REPORT, INCLUDING IN THE SECTION ENTITLED "ITEM 7--MANAGEMENT's
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" BEFORE
YOU EVALUATE AN INVESTMENT IN OUR COMMON STOCK. WE HAVE DESCRIBED THESE RISKS
AND UNCERTAINTIES UNDER THE FOLLOWING GENERAL CATEGORIES: "RISKS RELATED TO OUR
BUSINESS," "RISKS RELATED TO OUR RELATIONSHIP WITH OUR PARENT," "RISKS RELATED
TO THE INTERNET INDUSTRY" AND "RISKS RELATED TO INVESTMENTS IN OUR CLASS A
COMMON STOCK." THE RISKS AND


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UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES FACING OUR COMPANY AND OUR
SECURITYHOLDERS. ADDITIONAL RISKS AND UNCERTAINTIES MAY ALSO ADVERSELY IMPAIR
OUR BUSINESS OPERATIONS. IN SUCH CASE, THE TRADING PRICE OF OUR CLASS A COMMON
STOCK COULD DECLINE, AND STOCKHOLDERS MAY LOSE ALL OR PART OF THE MONEY THEY
PAID TO BUY OUR CLASS A COMMON STOCK.

RISKS RELATED TO OUR BUSINESS

         WE HAVE A LIMITED OPERATING HISTORY ON WHICH AN INVESTOR CAN EVALUATE
OUR BUSINESS. Our tsisoccer.com operations began in 1995 and the gURL.com Web
site was launched in 1996. However, we did not begin selling merchandise from
the dELiA*s catalog on the Internet until May 1998. As a result, we have
generated substantially all of our revenues since May 1998. You must consider
the risks and difficulties we encounter as an early-stage company in the new and
rapidly evolving Internet, e-commerce and online advertising markets. These
risks include our ability to:

         -    sustain historical revenue growth rates;
         -    implement our business model;
         -    manage our expanding operations;
         -    attract, retain and motivate qualified personnel;
         -    anticipate and adapt to rapid changes in our markets;
         -    attract and retain a large number of advertisers;
         -    maintain and enhance our systems to support growth of operations
              and increasing user traffic;
         -    retain existing customers, attract new customers and maintain
              customer satisfaction;
         -    introduce new and enhanced Web pages, services, products and
              alliances;
         -    maintain our profit margins in the face of price competition or
              rising wholesale prices;
         -    minimize technical difficulties, system downtime and the effect of
              Internet brown-outs;
         -    manage the timing of promotions and sales programs; and
         -    respond to changes in government regulation.

If we do not successfully manage these risks, our business, results of
operations and financial condition will be materially adversely affected. We
cannot assure you that we will successfully address these risks or that our
business strategy will be successful.

         WE HAVE NO HISTORY AS AN INDEPENDENT COMPANY. Prior to the closing of
our initial public offering in April 1999, we had operated as a wholly-owned
subsidiary of our parent. We do not have a substantial operating history as an
independent company. Our business could be materially adversely affected if our
parent fails to adequately provide us services or if we fail to develop systems
of our own. We rely on our parent to provide merchandising, inventory
management, creative, technical, marketing, customer service, human resources,
finance, accounting, administrative, legal and other services pursuant to
intercompany agreements between us and our parent. We intend to develop the
operational, administrative and other systems and infrastructure necessary to
support our current and future business on an independent basis.

         The historical financial statements contained in this report for the
periods prior to our initial public offering include allocations for
administrative, distribution and other expenses incurred by our parent for
services rendered to iTurf. While we believe such allocations to be reasonable,
they are not necessarily indicative of, and it is not practical for us to
estimate, the levels of expenses that would have resulted had iTurf been
operating as a separate, stand-alone company. We also relied on our parent to
provide financing for our operations. Therefore, investors should not rely on
our cash flows for the periods prior to our initial public offering as
indicative of the cash flows that would have resulted had iTurf been operating
as an independent company during those periods.

         WE EXPECT TO INCUR SUBSTANTIAL NET LOSSES FOR THE FORESEEABLE FUTURE.
We expect to record substantial net losses for the foreseeable future. We
believe that our continued growth will depend in large part on our ability to:

         -    increase awareness of our brand names;


                                       17

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         -    provide our customers with superior Internet community and
              e-commerce experiences; and
         -    continue to enhance our systems and technology to support
              increased traffic to our Web sites.

         Accordingly, we intend to continue to increase our level of marketing
and promotional expenditures. We also expect continued heavy investment to
further develop our Web sites, technology and operating systems. Slower revenue
growth than we anticipate or operating expenses that exceed our expectations
would have a material adverse effect on our business.

         WE MAY FAIL TO ANTICIPATE AND RESPOND TO FASHION TRENDS. Our failure to
successfully anticipate, identify or react to changes in styles, trends or brand
preferences of our customers may result in lower revenue from reduced sales and
promotional pricing.

         We derive the majority of our revenues from the online sale of apparel,
accessories and footwear, particularly those featured in the dELiA*s catalog.
Accordingly, our success depends, in part, on our ability and our parent's
ability to anticipate the frequently changing fashion tastes of our customers,
and to offer merchandise that appeals to their preferences on a timely and
affordable basis. If we misjudge merchandise selection, our image with our
customers would be materially adversely affected. Poor customer reaction to our
parent's products or a failure by our parent to source these products
effectively would have a material adverse effect on iTurf.

         WE MAY FAIL TO RETAIN OUR KEY PERSONNEL TO OPERATE OUR BUSINESS, AND WE
MAY BE UNABLE TO HIRE AND RETAIN QUALIFIED PERSONNEL AS OUR BUSINESS GROWS. Our
success depends on the continued service of our key technical, sales and senior
management personnel. Loss of the services of Stephen I. Kahn, our President,
Chief Executive Officer and Chairman of our board of directors, Dennis
Goldstein, our Chief Financial Officer, Alex S. Navarro, our Chief Operating
Officer, Oliver Sharp, our Chief Technology Officer, or other key employees
would have a material adverse effect on our business.

         Our success also depends on our ability to continue to attract, retain
and motivate skilled employees. Competition for employees in our industry is
intense. We may be unable to retain our key employees or attract, assimilate or
retain other qualified employees in the future. We have in the past experienced,
and we expect to continue to experience, difficulty in hiring and retaining
skilled employees with appropriate qualifications. Our business will be
materially adversely affected if we fail to attract and retain key employees.

         OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS
AND SEASONALITY. Our revenues and operating results may vary significantly from
quarter to quarter due to a number of factors. Many of these factors are outside
our control and include:

         -    seasonal fluctuations in consumer purchasing patterns and
              advertising spending;
         -    timing of, response to and quantity of our parent's catalog
              mailings and our own electronic mailings;
         -    changes in the growth rate of Internet usage and online user
              traffic levels;
         -    actions of our competitors;
         -    the timing and amount of costs relating to the expansion of our
              operations and acquisitions of technology or businesses; and
         -    general economic and market conditions.

         As a result, our future revenues are difficult to forecast. Any
shortfall in revenues may have a material adverse effect on our business and
would likely affect the market price of our Class A common stock in a manner
unrelated to our long-term operating performance.

         Our limited operating history and the new and rapidly evolving Internet
markets make it difficult to ascertain the effects of seasonality on our
business. If seasonal and cyclical patterns emerge in Internet consumer
purchasing or in Internet advertising spending, our results of operations from
quarter to quarter will be less comparable. Sales of apparel, accessories and
footwear are generally lower in the first half of each year. Similarly,
advertising sales in traditional


                                       18

<PAGE>


media, such as television and radio, are generally lower in the first calendar
quarter of each year. We may experience similar seasonality in our business.

         You should not rely on quarter-to-quarter comparisons of our results of
operations as indicative of our future performance. It is possible that in some
future periods our results of operations may be below the expectations of public
market analysts and investors. In this event, the price of our Class A common
stock may fall.

         WE MAY BE UNABLE TO TIMELY AND SUCCESSFULLY EXPAND OUR ONLINE CAPACITY,
COMPUTER SYSTEMS AND RELATED FEATURES TO SUPPORT INCREASED VOLUME ON OUR WEB
SITES. A key element of our strategy is to generate a high volume of traffic on
our Web sites. However, growth in the number of users accessing our sites may
strain or exceed the capacity of our computer systems and lead to declines in
performance or systems failure. We believe our present systems will not be
adequate to accommodate rapid growth in user demand. Our inability to add
additional hardware and software to upgrade our existing technology or network
infrastructure to accommodate increased traffic may cause decreased levels of
customer service and satisfaction. We believe that we will therefore need to
continually improve and enhance the functionality and performance of our
e-commerce, customer tracking and other technical systems. As a result, we
intend to upgrade our existing systems and implement new systems. Failure to
implement these systems effectively or within a reasonable period of time would
have a material adverse effect on our business, results of operations and
financial condition.

         We must also introduce additional or enhanced features and services to
retain current users and attract new users to our sites. If a new service is not
favorably received, our current users may visit our Web sites less frequently.
These new services or features may contain errors, and we may need to
significantly modify the design of these services to correct errors. If users
encounter difficulty with or do not accept our services or features, our
business would be materially adversely affected.

         Any growth of our business may strain our management systems and
resources and will require us to implement new operational and financial
systems, procedures and controls. We expect that we will need to continue to
expand, train and manage our workforce. Our inability to accomplish any of these
goals could adversely affect our business.

         OUR COMPUTER SYSTEMS AND EQUIPMENT MAY FAIL OR EXPERIENCE DELAYS. Our
operations depend on our ability to maintain our computer systems and equipment
in effective working order. Any sustained or repeated system failure or
interruption would reduce the attractiveness of our Web sites to customers and
advertisers. In addition, interruptions in our systems could result from the
failure of our telecommunications providers to provide the necessary data
communications capacity in the timeframe we require. Unanticipated problems
affecting our systems have caused from time to time in the past, and in the
future could cause, interruptions in our services. Any damage or failure that
interrupts or delays our operations could have a material adverse effect on our
business.

         We must also protect our computer systems against damage from fire,
power loss, water damage, telecommunications failures, vandalism and other
malicious acts, and similar unexpected adverse events. The continuing and
uninterrupted performance of these systems is critical to our success.

         WE WILL INCREASINGLY RELY UPON ONLINE AND TRADITIONAL ADVERTISING TO
GENERATE SALES. We expect to increasingly rely on online and traditional
advertising and strategic alliances to attract users to our Web sites. Our
inability to develop and maintain effective advertising campaigns may have a
material adverse effect on our business. We have committed substantial resources
to promoting our Web sites and our brand name through online advertising and
advertising in our parent's catalogs. Pursuant to the intercompany services
agreement, we have committed to purchase substantial amounts of advertising in
our parent's print catalogs. We cannot assure you that any of our advertising
efforts will effectively attract users to our Web sites or lead to a substantial
amount of sales.

         Our online advertising may include strategic alliances that require
large, long-term commitments. We cannot assure you that we will be able to
identify and secure sufficient online and offline advertising opportunities or
that such spending will effectively attract users to our Web sites or lead to a
substantial amount of sales.


                                       19

<PAGE>


         WE DEPEND ON THIRD PARTY SHIPPERS, COMMUNICATIONS PROVIDERS AND
VENDORS TO OPERATE OUR BUSINESS. iTurf depends upon a number of third parties
to deliver goods and services to it and its customers. For example, iTurf
relies on third-party shippers including the United States Postal Service,
United Parcel Service and Federal Express to ship merchandise to its
customers. Strikes or other service interruptions affecting our shippers
would have a material adverse effect on our ability to deliver merchandise on
a timely basis. Our Web sites could experience disruptions or interruptions
in service due to failures by these providers. We also depend on
communications providers including Cable & Wireless plc, UUNet and AT&T to
provide our Internet users with access to our Web sites. In addition, our
users depend on Internet service providers and Web site operators for access
to our Web sites. Each of these groups has experienced significant outages in
the past and could experience outages, delays and other difficulties due to
system failures unrelated to our systems. These types of occurrences could
cause users to perceive our Web sites as not functioning properly and
therefore cause them to stop using our services.

         A substantial portion of our computer and communications hardware and
software required for Internet access is currently housed at Exodus
Communications, Inc. in New Jersey. We are dependent on the services of this
provider, and its systems and operations are vulnerable to damage or
interruption from computer viruses, fire, power loss, telecommunications
failures, vandalism and other malicious acts, and similar unexpected adverse
events. We do not presently have a formal disaster recovery plan and may not
carry sufficient business interruption insurance to compensate us for losses
that may occur. The performance of our server and networking hardware and
software infrastructure is critical to our business and reputation and our
ability to attract Internet users and advertisers to our sites. Systems failures
could have a material adverse effect on our business. In addition, because we
depend upon a third party provider to afford users access to our products and
services, we are limited in our ability to prevent systems failures.

         Another third party hosts and manages two of our community Web sites,
gURLpages.com and gURLmAIL.com, and also sells advertisements on such sites.
System failures by this third party have in the past and could in the future
lead to disruption in service on these sites. Such system disruptions or the
failure by this third party to successfully sell advertisements on these Web
sites could have a material adverse effect on our business.

         Our business depends on the ability of third-party vendors to
provide us and our parent with current-season brand-name apparel and
merchandise at competitive prices in sufficient quantities and of acceptable
quality. No vendor accounted for more than 6% of dELiA*s consolidated sales
in fiscal 1999. However, two vendors accounted for approximately 61% of the
sales of TSI Soccer Corporation, a wholly-owned subsidiary of dELiA*s, in
fiscal 1999. Our parent does not have long-term contracts with any supplier.
In addition, many of the smaller vendors used by our parent have limited
resources, production capacities and operating histories. If any of the
following events occurred, our business could be materially adversely
affected:

         -    if our key vendors failed to expand with us and our parent;
         -    if we lost one or more key vendors;
         -    if our parent's current vendor terms were changed; or
         -    if our parent's ability to procure products were limited.

         WE MAY BE UNABLE TO IDENTIFY OR INTEGRATE ACQUISITIONS AND INVESTMENTS
SUCCESSFULLY. During fiscal 1999 and in early fiscal 2000, respectively, we
acquired the OnTap and TheSpark businesses. We may continue to acquire or make
investments in complementary businesses, products, services or technologies.
However, we have no present understanding or agreement relating to any such
acquisition or investment. We cannot assure you that we will be able to identify
suitable acquisition or investment candidates. Even if we do identify suitable
candidates, we cannot assure you that we will be able to make such acquisitions
or investments on commercially acceptable terms. We could have difficulty in
assimilating the personnel, operations, products, services or technologies of
acquired businesses into our operations. These difficulties could disrupt our
ongoing business, distract our management and employees, increase our expenses
and adversely affect our results of operations. Furthermore, we may incur debt
or issue equity securities to pay for any future acquisitions. The issuance of
equity securities could be dilutive to our existing stockholders.


                                       20

<PAGE>


         WE HAVE LIMITED PROTECTION OF OUR INTELLECTUAL PROPERTY, AND OTHERS
COULD INFRINGE ON OR MISAPPROPRIATE OUR PROPRIETARY RIGHTS. We regard our
service marks, trademarks, trade secrets and similar intellectual property as
critical to our success. The steps taken by us to protect our intellectual
property may not be adequate, and third parties may infringe or misappropriate
our copyrights, trademarks and similar proprietary rights. We rely on trademark
and copyright law, trade secret protection and confidentiality, license and
other agreements with employees, customers, strategic partners and others to
protect our proprietary rights. We have pursued and applied for the registration
of our trademarks and service marks in the United States. Effective trademark,
service mark, copyright and trade secret protection may not be available in
every country in which our products and services are made available online. We
also use our parent's trademarks in connection with the sale of many of our
goods and services and rely on our parent's ability to adequately protect its
trademarks and proprietary rights.

         We have licensed in the past, and expect that we may license in the
future, certain of our proprietary rights, such as trademarks or copyrighted
material, to third parties. We attempt to ensure that the quality of our brands
is maintained by such licensees. Such licensees may take or omit to take actions
that would materially adversely affect the value of our proprietary rights or
reputation, which actions would have a material adverse effect on our business,
financial condition and results of operations.

         INTENSE COMPETITION FROM INTERNET- AND RETAIL-BASED BUSINESSES MAY
DECREASE OUR MARKET SHARE AND GROSS MARGINS. Many Web sites compete for
consumers' and advertisers' attention and spending. We expect such competition
to continue to increase because of the relative ease with which new Web sites
can be developed. Increased competition could reduce our gross margins and cause
us to lose market share. We cannot assure you that we will be able to compete
successfully or that competitive pressures will not materially and adversely
affect our business. We believe that our ability to compete depends upon many
factors, including the following:

         -    the market acceptance of our Web sites and online services;
         -    the success of our brand building and sales and marketing efforts;
         -    the performance, price and reliability of services developed by us
              or our competitors; and
         -    the effectiveness of our customer service and support efforts.

Many of our competitors are larger than and have substantially greater
financial, distribution and marketing resources than us. Our competitors may
develop products or services that are equal or superior to our solutions or
achieve greater market acceptance than ours. In addition, our competitors may
have cooperative relationships among themselves or with third parties that
increase the ability of their products or services to address the needs of our
prospective advertisers. In addition, our competitors could enter into exclusive
distribution arrangements with our vendors and deny us access to the vendors'
products. We may experience pricing pressures, increased marketing expenditures
and loss of market share due to increased competition. These factors may
materially adversely affect our business.

         Our online advertising business competes with television, radio, cable
and print for a share of advertisers' total advertising budgets. Advertisers may
be reluctant to devote a significant portion of their advertising budgets to
Internet advertising if they perceive the Internet to be a limited or
ineffective advertising medium. Moreover, advertisers may, over time, determine
that advertisements placed on our Web sites have not been effective.
Consequently our advertising revenues may decline.

         WE MAY EXPAND OUR BUSINESS INTERNATIONALLY AND BECOME SUBJECT TO
CURRENCY, POLITICAL, TAX AND OTHER UNCERTAINTIES. Our international business is
subject to a number of risks of doing business abroad, including:

         -    fluctuations in currency exchange rates, the impact of recessions
              in economies outside the United States and regulatory and
              political changes in foreign markets;
         -    reduced protection for intellectual property rights in some
              countries;
         -    potential limits on the use of some of our vendors' trademarks
              outside the United States;
         -    exposure to potentially adverse tax consequences or import/export
              quotas;
         -    opening and managing distribution centers abroad;


                                       21

<PAGE>


         -    inconsistent quality of merchandise and disruptions or delays in
              shipping; and
         -    developing customer lists and marketing channels.

Although less than two percent of our sales is to customers who live outside the
United States, we intend to market our sites globally. In addition, a
substantial portion of our parent's vendors procure products from outside the
United States. We purchase from our parent merchandise manufactured outside the
United States. Furthermore, expansion into new international markets may present
competitive and merchandising challenges different from those we currently face.
We cannot assure you that we will expand internationally or that any such
expansion will result in profitable operations.

RISKS RELATED TO OUR RELATIONSHIP WITH OUR PARENT

         OUR PARENT AND ITS PRINCIPAL STOCKHOLDER MAY EXERT CONTROL OVER OUR
BUSINESS. Our parent owns all of our Class B shares of common stock. As of
January 29, 2000, our parent held approximately 60% of the value and 90% of the
voting power of our common stock. As a result of its share ownership and its
other rights, our parent is able to elect a majority of the members of our board
of directors. In addition, this concentration of ownership and other rights
could delay or prevent a change of control. Also, Stephen I. Kahn, Chief
Executive Officer and Chairman of the board of directors of our parent and
iTurf, was, as of April 1, 2000, the beneficial owner of approximately 41% of
the outstanding common stock of our parent and, accordingly, may be deemed to be
the beneficial owner of all of the iTurf common stock owned by our parent. As a
result, Mr. Kahn is able to control iTurf in the same manner that our parent is
able to control iTurf.

         Our parent could elect to sell all or a substantial portion of its
equity interest in iTurf to a third party. In the event of a sale of our
parent's interest to a third party, that third party may be able to control
iTurf in the same manner that our parent is able to control iTurf. Such a sale
may adversely affect the market price of the Class A common stock and may
adversely affect iTurf's business, financial condition and results of
operations.

         OVERLAPPING MANAGEMENT AND BOARDS OF DIRECTORS COULD CAUSE CONFLICTS OF
INTEREST BETWEEN US AND OUR PARENT. Several of iTurf's officers and directors
serve as officers and directors of our parent. Service as both a director or
officer of iTurf and a director or officer of our parent could create or appear
to create potential conflicts of interest when those directors and officers are
faced with decisions that could have different implications for iTurf and our
parent. Such decisions may relate to potential acquisitions of businesses, the
intercompany agreements, competition, the issuance or disposition of securities,
the election of new or additional directors, the payment of dividends by iTurf
and other matters.

         Stephen I. Kahn, who is the President, Chief Executive Officer and
Chairman of the board of directors of iTurf, is also the Chief Executive Officer
and Chairman of the board of directors of our parent. Alex S. Navarro is the
Chief Operating Officer and Secretary of iTurf and also an Assistant Secretary
and Counselor At Law of our parent. Christopher C. Edgar is a Vice President of
iTurf and a member of iTurf's board of directors and is the Chief Operating
Officer and Vice Chairman of the board of directors of our parent. Evan
Guillemin is a Vice President of iTurf and a member of iTurf's board of
directors and is the President of our parent.

         Messrs. Kahn, Edgar and Guillemin are employed by both our parent and
iTurf and spend a substantial part of their professional time and effort on
behalf of our parent. In many instances, such efforts for our parent will
involve activities that are unrelated, and in some circumstances may be adverse,
to the interests of iTurf. iTurf has not established any minimum time that
Messrs. Kahn, Edgar and Guillemin are required to spend on iTurf matters.

         Messrs. Kahn, Edgar, Guillemin and Navarro and other iTurf employees
continue to hold shares of and/or options to purchase shares of common stock of
our parent. In addition, employees of iTurf may be eligible to participate in
other benefit plans of our parent that provide opportunities to receive
additional shares of common stock of our parent. These substantial equity
interests in our parent may present these officers and employees with incentives
potentially adverse to iTurf's stockholders.


                                       22

<PAGE>


         WE DEPEND ON OUR PARENT'S BRANDS, GOODS AND SERVICES. We have entered
into a series of intercompany agreements with our parent. Under these
agreements, we depend on our parent to provide us with trademark rights, goods
and services that are key to the success of our business. The termination of the
intercompany agreements or the failure of our parent to perform its obligations
under these agreements satisfactorily would have a material adverse effect on
our business. In addition, we anticipate making material payments to our parent
each year for the foreseeable future under the intercompany agreements.

         WE DEPEND ON OUR PARENT AS A TRADEMARK LICENSOR. Pursuant to the
trademark license and customer list agreement, we license the dELiA*s logo and
name, other valuable trademarks and online content from our parent and its other
subsidiaries on an exclusive basis for Internet use. If our trademark license
and customer list agreement with our parent were terminated, we would need to
change the domain names of most of our Web sites and devote substantial
resources towards building new brand names. Our parent may terminate the
trademark license and customer list agreement if any person other than our
parent, its affiliates or strategic partners acquire 20% or more of the voting
power of iTurf and under other circumstances.

         In addition, the trademark license and customer list agreement contains
restrictions that may prevent us from marketing our products and services in the
same way we would if we owned these trademarks ourself. Our parent can:

         -    demand that we remove from our Web sites any online content that
              bears one of our parent's trademarks that our parent determines
              conflicts with, interferes with or is detrimental to its
              reputation or business or for certain other reasons;
         -    require us to conform to our parent's guidelines for the use of
              its trademarks;
         -    approve all materials, such as marketing materials, that include
              any of our parent's trademarks; and
         -    control the visual and editorial presentation of content on our
              Web sites that use our parent's trademarks.

         WE DEPEND ON OUR PARENT FOR ADVERTISING. Pursuant to the intercompany
services agreement, our parent provides us with advertising and promotional
space in its catalogs and retail stores. In addition, we are required to
purchase from our parent minimum amounts of advertising space in at least 50% of
all of our parent's catalogs distributed each year. However, our parent controls
the timing and placement of these advertisements and promotions. Our parent
could discontinue promoting iTurf in its current manner. Our parent also makes
no guarantee to us as to the demographic composition of the target audience.
This advertising and promotion is an important element of our strategy to
increase awareness of our brands and increase sales. If we were not able to
advertise in our parent's catalog and retail stores, we would make substantially
fewer sales on our Web sites. The advertising obligations can be terminated by
our parent under the same circumstances as the trademark license and customer
list agreement.

         WE DEPEND ON OUR PARENT FOR SERVICES. Pursuant to the intercompany
services agreement, our parent provides us with services, such as merchandising,
inventory management, creative, marketing, technical, human resources, finance,
accounting, administrative, legal and other services. If our parent fails to
provide these services satisfactorily, we would be required to perform these
services or obtain these services from another provider. In such case, we may
incur additional costs in order to obtain these services and we may be unable to
obtain these services on commercially reasonable terms. If we choose to perform
these services ourselves, we may not be able to perform them adequately, and, as
a result, we could lose a substantial number of customers or employees. The
service obligations can be terminated by our parent under the same circumstances
as the trademark license and customer list agreement.

         Substantially all of our sales orders are currently processed and
fulfilled through our parent's systems. Our parent is generally obligated to
provide fulfillment services to us at a level at least equal to the quality of
services provided by our parent prior to our initial public offering. As a
result, our future revenue depends on our parent's ability to fulfill our
e-commerce sales in an accurate and timely manner.

         WE DEPEND ON OUR PARENT AS A SUPPLIER. Pursuant to the intercompany
services agreement, we may purchase products from our parent for resale on the
Internet. We anticipate that, for the foreseeable future, a majority of our
revenue will be derived from the online sale of merchandise under our parent's
trademarks. Accordingly, iTurf's future


                                       23

<PAGE>


revenues and business success depend on our parent's ability to maintain and
renew relationships with its existing vendors and to establish relationships
with additional vendors. We do not have direct contractual relationships with
our parent's suppliers relating to our parent's merchandise sold on our Web
sites. As such, we cannot obtain the same merchandise directly and are
restricted pursuant to the trademark license and customer list agreement from
having such relationships without our parent's consent. Furthermore, our parent
does not have long-term contracts with any of its suppliers. In addition, many
of the smaller vendors used by our parent have limited resources, production
capacities and operating histories. The supply obligations can be terminated by
our parent under the same circumstances as the trademark license and customer
list agreement.

         Because we sell many of the same products our parent does and advertise
our offerings to our parent's customers, we compete directly with our parent.
Our success at selling products to our parent's customers has an adverse effect
on our parent's cash flows. As we have become more successful in this regard,
our parent's financial condition has become adversely affected. Material adverse
changes to our parent's financial condition jeopardize our ability to continue
to obtain goods and services from our parent under the intercompany agreements.
As a result, we may be required to renegotiate the terms of the intercompany
agreements or provide financing to our parent in order to ensure that we can
continue to obtain goods and services from our parent.

         WE MAY BE CONTINGENTLY LIABLE FOR OUR PARENT'S PENSION OBLIGATIONS. For
the periods that our parent owned at least 80% of the voting and economic power
or value of iTurf's capital stock, we will also be jointly and severally liable,
together with all other members of our parent's "control group", for pension
funding, termination and excise taxes and for other pension-related matters in
the event our parent fails to fully satisfy its legally required pension
obligations. We believe there were no such liabilities outstanding as of January
29, 2000.

         The intercompany indemnification agreement provides that our parent
indemnify iTurf for certain tax and pension liabilities resulting from our
relationship with our parent, including the costs of defending against any
assertion of claims against iTurf. We cannot assure you that our parent will be
able to fulfill its obligations under such agreement. Therefore, we may be
liable for payments in such instance.

         WE FACE POTENTIAL COMPETITION FROM OUR PARENT. Any of the following
events could have a material adverse effect on our business or our stockholders:

         -    any competition from our parent that results in a loss of a
              corporate opportunity by iTurf to our parent;
         -    any engagement by our parent in any activity that is similar to
              the businesses of iTurf; or
         -    the early termination of the trademark license and customer list
              agreement.

However, our parent has agreed in the trademark license and customer list
agreement to refrain from competing with us in the teen and young adult Internet
business without our consent. Our parent is under no other obligation to refrain
from competing with us or to share with us any future business opportunities
available to it. iTurf's Restated Certificate of Incorporation includes
provisions that may permit our parent to compete with us in areas unrelated to
the teen and young adult Internet business.

RISKS RELATED TO THE INTERNET INDUSTRY

         WE DEPEND ON CONTINUED GROWTH IN USE OF THE WEB. Our industry is new
and rapidly evolving. A decrease in the growth of Web usage would adversely
affect our business. The following factors may inhibit growth in Web usage:

         -    inadequate Internet infrastructure;
         -    security and privacy concerns;
         -    inconsistent quality of service; and
         -    unavailability of cost-effective, high-speed service.


                                       24

<PAGE>


         Our success depends upon the ability of the Internet infrastructure to
support increased use. The performance and reliability of the Web may decline as
the number of users increases or the bandwidth requirements of users increase.
The Web has experienced a variety of outages due to damage to portions of its
infrastructure. If outages or delays frequently occur in the future, Web usage,
including usage of our Web sites, could grow slowly or decline. Even if the
necessary infrastructure or technologies are developed, we may have to spend
considerable amounts to adapt our solutions accordingly.

         WE DEPEND ON CONTINUED GROWTH OF ONLINE COMMERCE. Our future revenue
and profits depend upon the widespread acceptance and use of the Web as an
effective medium of commerce. Failure of the Web and online services to become a
viable commercial marketplace would materially adversely affect our business.

         Rapid growth in the use of the Web and commercial online services is a
recent phenomenon. We cannot assure you that a large base of consumers will
adopt and continue to use the Web as a medium of commerce. Demand for recently
introduced services and products over the Web and online services is subject to
a high level of uncertainty. The successful development of the Web and online
services is subject to a number of factors, including:

         -    continued growth in the number of users of such services;
         -    concerns about transaction security;
         -    continued development of the necessary technological
              infrastructure; and
         -    the development of complementary services and products.

         WE DEPEND ON AN UNPROVEN INTERNET COMMUNITY BUSINESS MODEL. The
Internet community business model is an unproven business model. Our ability to
generate significant revenues from advertisers and sponsors will depend, in
part, on our ability to generate sufficient user traffic with demographic
characteristics attractive to our advertisers. Failure of the market for online
advertising to develop or slower development than expected would materially
adversely affect our business.

         The intense competition among Web sites that sell online advertising
has led to the creation of a number of pricing alternatives for online
advertising. It is difficult for us to project future levels of advertising
revenue that can be sustained by us or the online advertising industry in
general. Although we do not currently derive a substantial portion of our
revenue from advertising, our business model depends in part on increasing the
amount of such revenue.

         WE DEPEND ON THE STORAGE OF PERSONAL INFORMATION ABOUT OUR USERS. Web
sites typically place identifying data, or cookies, on a user's hard drive
without the user's knowledge or consent. iTurf and other Web sites use cookies
for a variety of reasons, including the collection of data derived from the
user's Internet activity. Any reduction or limitation in the use of cookies
could limit the effectiveness of our sales and marketing efforts. Most currently
available Web browsers allow users to remove cookies at any time or to prevent
cookies from being stored on their hard drive. In addition, some commentators,
privacy advocates and governmental bodies have suggested limiting or eliminating
the use of cookies. Furthermore, the European Union recently adopted a directive
addressing data privacy that may limit the collection and use of information
regarding Internet users. This directive may limit our ability to target
advertising or collect and use information in European countries.

         WE MAY BE SUED REGARDING PRIVACY CONCERNS. Despite the display of our
privacy policy on our Web sites, any penetration of our network security or
misappropriation of our users' personal or credit card information could subject
us to liability. We may be liable for claims based on unauthorized purchases
with credit card information, impersonation or other similar fraud claims.
Claims could also be based on other misuses of personal information, such as for
unauthorized marketing purposes. These claims could result in litigation. In
addition, the Federal Trade Commission and several states have investigated the
use by Internet companies of personal information. In 1998, the U.S. Congress
enacted the Children's Online Privacy Protection Act of 1998. The Federal Trade
Commission has recently promulgated final regulations interpreting this act. We
depend upon collecting personal information from our customers and we believe
that the regulations under this act will make it more difficult for us to
collect personal information from some of our customers. We could incur expenses
if new regulations regarding the use of personal information are introduced or
if our privacy practices were investigated.


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<PAGE>


         GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD ADD ADDITIONAL
BURDENS TO DOING BUSINESS ON THE INTERNET. Laws and regulations applicable to
Internet communications, commerce and advertising are becoming more prevalent.
The adoption or modification of laws or regulations applicable to the Internet
could adversely affect our business. The most recent session of the U.S.
Congress passed laws regarding online children's privacy, copyrights and
taxation. The law governing the Internet, however, remains largely unsettled.
New laws may impose burdens on companies conducting business over the Internet.

         Although our online transmissions generally originate in New York, the
governments of other states or foreign countries might attempt to regulate our
transmissions or levy sales or other taxes relating to our activities. It may
take years to determine whether and how existing laws governing intellectual
property, privacy, libel and taxation apply to the Internet and online
advertising. In addition, the growth and development of online commerce may
prompt calls for more stringent consumer protection laws, both in the United
States and abroad. We also may be subject to regulation not specifically related
to the Internet, including laws affecting direct marketers and advertisers.

         WEB SECURITY CONCERNS COULD HINDER ONLINE COMMERCE AND ADVERTISING. The
need to securely transmit confidential information such as credit card and other
personal information over the Internet has been a significant barrier to online
commerce and communications. Any publicized compromise of security could deter
people from accessing the Web or from using it to transmit confidential
information. Furthermore, decreased online traffic and sales as a result of
general security concerns could cause advertisers to reduce their amount of
online spending. Such security concerns could reduce our market for online
commerce and indirectly influence our ability to sell online advertising. We may
also incur significant costs to protect iTurf against the threat of problems
caused by such security breaches.

         WE MAY BE LIABLE FOR INFORMATION DISPLAYED ON AND COMMUNICATION THROUGH
OUR WEB SITES. We may be subjected to claims for defamation, negligence,
copyright or trademark infringement or other theories relating to the
information we publish on our Web sites. These claims have been brought against
Internet companies as well as print publications in the past. Based on links we
provide to other Web sites, we could also be subjected to claims based upon the
online content we do not control that is accessible from our Web sites. Claims
may also be based on statements made and actions taken as a result of
participation in our chat rooms.

         CHANGES IN REGISTRATION OF DOMAIN NAMES MAY RESULT IN THE LOSS OF OR
CHANGE IN OUR DOMAIN NAMES AND A REDUCTION IN BRAND AWARENESS AMONG OUR
CUSTOMERS. The regulation of domain names in the United States and in foreign
countries is expected to change in the near future. As a result, we cannot
assure you that we will be able to acquire or maintain relevant domain names in
all countries in which iTurf conducts business. iTurf holds various Web domain
names relating to its brands, including the iTurf.com, dELiAs.cOm and gURL.com
domain names. The acquisition and maintenance of domain names generally is
regulated by governmental agencies and their designees. In the United States,
the National Science Foundation has appointed Network Solutions, Inc. as the
current exclusive registrar for the ".com," ".net" and ".org" generic top-level
domains. We expect future changes in the United States to include a transition
from the current system to a system controlled by a non-profit corporation and
the creation of additional top-level domains. Requirements for holding domain
names also are expected to be affected. Furthermore, the relationship between
regulations governing domain names and laws protecting trademarks and similar
proprietary rights is unclear. Therefore, we may be unable to prevent third
parties from acquiring domain names that are similar to, infringe upon or
otherwise decrease the value of our trademarks and other proprietary rights. Any
such inability could have a material adverse effect on our business, results of
operations and financial condition.

         WE MAY BE UNABLE TO RESPOND TO RAPID TECHNOLOGICAL CHANGE IN OUR
INDUSTRY. The Internet, e-commerce and online advertising markets are
characterized by rapidly changing technologies, evolving industry standards,
frequent new product and service introductions, and changing customer
preferences. Our success will depend on our ability to adapt to rapidly changing
technologies and address our customers' changing preferences. We may experience
difficulties that delay or prevent our being able to do so. Material delays in
introducing new technologies and enhancements to our services may cause
customers and advertisers to make purchases from or visit the Web sites of our
competitors.

RISKS RELATED TO INVESTMENTS IN OUR CLASS A COMMON STOCK


                                       26

<PAGE>


         SALES OF OUR CLASS A COMMON STOCK BY OUR PARENT MAY ADVERSELY AFFECT
OUR STOCK PRICE. Any sale by our parent of our common stock could cause our
stock price to fall. Our parent owns all of the outstanding shares of Class B
common stock. These shares are convertible into shares of our Class A common
stock. Our parent does not have any restrictions on selling any of our
securities held by it in the public market, other than as provided under
applicable securities laws. The shares held by our parent are "restricted
securities" under Rule 144 under the Securities Act and are eligible for sale
subject to the limitations of Rule 144. In addition, our parent can require us
to register the shares of Class B common stock it owns for public sale pursuant
to the dELiA*s common stock registration rights agreement.

         As of April 20, 2000, there were 8,598,870 shares of Class A common
stock outstanding. Of the outstanding Class A shares, all are freely tradeable,
except for any shares purchased by our "affiliates" as defined in Rule 144 ,
1,099,988 shares held by the former stockholders of TheSpark.com Inc, which we
acquired in February 2000, and 396,749 shares held by the former stockholders of
Ontap.com Inc. and their donees, which we acquired in September 1999. The
1,099,988 shares held by the TheSpark stockholders are restricted securities. We
are obligated to register these shares for resale under the Securities Act as
soon as practicable after May 3, 2000. These shares are subject to a lock-up
agreement with iTurf, under which 329,997 may not be resold until August 15,
2000. Another 329,997 shares may not be resold until February 15, 2001. Another
219,997 shares may not be resold until August 15, 2001. The final 219,997 shares
may not be resold until February 15, 2002. Under certain circumstances, the
restriction on resale of up to 760,233 of these shares may be extended to
February 15, 2004. The 396,749 shares held by the Ontap.com stockholders are
subject to a lock-up agreement that expires on September 1, 2000.

         We are also obligated to issue up to 2,683,626 shares of our Class A
common stock to the former stockholders of TheSpark.com Inc, depending upon
satisfaction of performance goals relating to TheSpark.com Web site. Of this
additional consideration, a first portion is based on the amount of certain
categories of revenues generated by or related to theSpark.com Web site during
the 52-week period beginning February 27, 2000 and ending February 24, 2001 and
a second portion is based on the amount of certain categories of revenues
generated by or related to theSpark.com Web site during the 52-week period
beginning February 25, 2001 and ending February 23, 2002. Any shares issued as a
result of satisfaction of the performance goals will also be subject to lock-up
agreements. Approximately 37% of the first portion of these shares may not be
resold until August 15, 2001. The remaining approximately 63% of the first
portion of these shares may not be resold until February 15, 2002. Approximately
37% of the second portion of these shares may not be resold until August 15,
2002. The remaining approximately 63% of the second portion of these shares may
not be resold until February 15, 2003.

         We may waive the lock-up restrictions referred to above, in which case
the shares of Class A common stock subject to these agreements would be eligible
for resale earlier than described.

         Sales of a large number of shares of our Class A common stock by
affiliates or by the former stockholders of TheSpark.com or Ontap.com could have
an adverse effect on the market price for our Class A common stock.

         As of January 29, 2000, 4,050,000 shares of Class A common stock were
reserved for issuance under our stock incentive plan, of which options to
purchase 2,989,863 shares were then outstanding and of which 304,058 options
were then exercisable. iTurf has filed a Form S-8 registration statement under
the Securities Act to register shares issued and reserved for issuance under the
stock incentive plan. Shares of Class A common stock issued under our stock
incentive plan or upon exercise of options are available for sale in the public
market, subject to Rule 144 volume limitations. The possible sale of a
significant number of these shares may cause the price of our Class A common
stock to fall.

         OUR CLASS A COMMON STOCK PRICE COULD BE EXTREMELY VOLATILE, AS IS
TYPICAL OF INTERNET-RELATED COMPANIES. The stock market has experienced
significant price and volume fluctuations and the market prices of securities of
technology companies, particularly Internet-related companies, have been highly
volatile.


                                       27

<PAGE>


         In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted against such a company. The institution of such litigation against us
could result in substantial costs to us and a diversion of our management's
attention and resources.

         OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY INHIBIT A TAKEOVER.
Provisions of Delaware law, our Restated Certificate of Incorporation or our
bylaws could make it more difficult for a third party to acquire us, even if
doing so would be beneficial to our stockholders.

ITEM 2.  PROPERTIES

         Our principal offices are approximately 20,000 square feet of office
space located at One Battery Park Plaza, New York, New York 10004. We recently
entered into a 10-year lease for approximately 25,000 square feet of office
space at the same address. We do not currently occupy this space. As we expand,
we expect that suitable additional space will be available on commercially
reasonable terms, although no assurance can be made in this regard. We do not
own any real estate.

         We believe our facilities are well maintained and in good operating
condition.

ITEM 3.  LEGAL PROCEEDINGS.

         We are not involved in any legal proceedings that we believe would have
a material adverse effect on our business.

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

         There were no matters submitted to a vote of security holders during
the fourth quarter of fiscal 1999.


                                       28

<PAGE>


PART II

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

         Our common stock is traded on the NASDAQ National Market under the
symbol TURF. The following table sets forth the high and low sales prices for
our common stock as reported by NASDAQ for the periods indicated. These
quotations reflect interdealer prices without adjustments for retail markups,
markdowns, or commissions and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>


                                                           HIGH          LOW
<S>                                                      <C>           <C>
FISCAL YEAR ENDED JANUARY 29, 2000
    1st Quarter (from April 9, 1999)...................  $66.000       $26.000
    2nd Quarter........................................   41.125        13.250
    3rd Quarter........................................   15.375         9.438
    4th Quarter........................................   24.250         9.875

</TABLE>


     On April 28, 2000, there were 65 holders of record of our common stock and
approximately 7,234 beneficial owners of our common stock.

DIVIDEND INFORMATION

     Since inception, we have neither declared nor paid any cash dividends on
our common stock. We currently intend to retain our earnings for future growth
and, therefore, do not anticipate paying any cash dividends in the foreseeable
future.

SALES OF UNREGISTERED SECURITIES IN THE FOURTH QUARTER OF FISCAL 1999

         We did not sell any unregistered securities in the fourth quarter of
fiscal 1999.

USE OF PROCEEDS FROM REGISTERED SECURITIES

            On April 8, 1999, the Securities and Exchange Commission declared
effective our registration statement (No. 333-15153) on Form S-1, as then
amended, relating to our initial public offering of 4,830,000 shares of Class A
common stock, 630,000 shares of which were issued upon exercise of an
overallotment option granted by us to the underwriters. The managing
underwriters for the offering were BT Alex. Brown Incorporated and Hambrecht &
Quist LLC (the "Underwriters"). In connection with the offering, we registered
the Class A common stock under the Securities Exchange Act of 1934, as amended.

            The public offering commenced on April 9, 1999 and terminated upon
the sale of all of the 4,830,000 shares of Class A common stock which were
registered for sale. The offering was completed on April 14, 1999. The aggregate
offering price of the securities sold was $106,260,000. All of the securities
registered were sold for our account.

            Prior to January 29, 2000, we incurred the following expenses in
connection with the issuance and distribution of the Common Stock registered:

<TABLE>
<S>                                                                          <C>
     Underwriting discounts and commissions                                  $7,438,000

     Other  expenses  (legal  and  accounting  fees and  expenses,
     printing  and  engraving  expenses,   filing  and  listing  fees,
     transfer agent and registrar fees and miscellaneous)                     1,413,000

</TABLE>


                                       29

<PAGE>


            The net offering proceeds to the Company after deducting the
foregoing expenses were $97,409,000. Other than the amounts set forth for
underwriting discounts and commissions, the foregoing represent reasonable
estimates of expenses.

            From April 14, 1999 until January 29, 2000, approximately $19.4
million of the net offering proceeds was used for general corporate purposes and
$17,734,000 was used to purchase 551,046 shares of common stock of dELiA*s Inc.

            The Company did not make, in connection with the offering and sale
of the Common Stock registered, any direct or indirect payments to directors or
officers of the Company or, to the Company's knowledge, their associates,
persons owning 10% or more of any class of equity securities of the Company, or
affiliates of the Company.

ITEM 6.  SELECTED FINANCIAL DATA.

         The following selected financial data are qualified by reference to,
and should be read in conjunction with, the Financial Statements of iTurf, the
notes thereto and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" appearing elsewhere in this report. The historical
financial statements for the periods prior to the completion of our initial
public offering include allocations for administrative, distribution and other
expenses incurred by our parent for services rendered to iTurf. While we believe
such allocations to be reasonable, they are not necessarily indicative of, and
it is not practical for us to estimate, the levels of expenses that would have
resulted had iTurf been operating as an independent company.

         The accompanying financial data include the Internet operations of TSI
Soccer Corporation, which was acquired by our parent in a transaction accounted
for as a pooling of interests, from March 14, 1995, the date of inception as
well as the operations of gURL Interactive from December 17, 1997, the date of
its acquisition, and additional Internet operations of iTurf developed since
December 17, 1997, including the dELiA.cOm Web site which was launched in May
1998.

         All share and income (loss) per share amounts are based on the number
of shares outstanding, on a weighted average basis, after giving effect to the
reclassification of 100 shares of common stock outstanding at January 31, 1999
into 12,500,000 shares of Class B common stock. See Notes to iTurf Financial
Statements for information concerning the computation of net income (loss) per
share.


                                       30

<PAGE>


<TABLE>
<CAPTION>

                                           FISCAL
                                            1995
                                           (FROM
                                          INCEPTION)   FISCAL 1996   FISCAL 1997   FISCAL 1998    FISCAL 1999
                                          ----------   -----------   ----------    -----------    -----------
                                                         (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                       <C>           <C>           <C>           <C>           <C>
INCOME STATEMENT DATA:
   Net product sales..................    $       6     $      13     $     134     $   3,352     $    22,752
   Advertising and other..............           --            --            --           662           2,069
                                          ---------     ---------     ---------     ---------     -----------
   Total net revenues.................            6            13           134         4,014          24,821
   Cost of product sales..............            2             6            69         1,687          13,082
                                          ---------     ---------     ---------     ---------     -----------
   Gross profit.......................            4             7            65         2,327          11,739
   Operating expenses.................            6            14           114         1,506          29,136
   Interest expense (income), net.....           --            --            20            41          (2,965)
                                          ---------     ---------     ---------     ---------     -----------
   Income (loss) before income taxes..           (2)           (7)          (69)          780         (14,432)
   Provision (benefit) for income
    taxes.............................           (1)           (3)          (29)          355            (161)
                                          ----------    ---------     ---------     ---------     -----------
   Net income (loss)..................    $      (1)    $      (4)    $     (40)    $     425     $   (14,271)
                                          =========     =========     =========     =========     ===========
   Basic and diluted net income (loss)
     per share........................    $   (0.00)    $   (0.00)    $   (0.00)    $    0.03     $     (0.84)
                                          =========     =========     =========     =========     ===========
   Shares used in the calculation of
     basic net income (loss) per share       12,500        12,500        12,500        12,500          17,005
                                          =========     =========     =========     =========     ===========
   Shares used in the calculation of
     diluted net income (loss) per share     12,500        12,500        12,500        12,518          17,005
                                          =========     =========     =========     =========     ===========
BALANCE SHEET DATA AT END OF FISCAL YEAR:
   Cash and cash equivalents..........    $      --     $      --     $      31     $     375     $    19,009
   Short-term investments.............           --            --            --            --          32,893
   Working capital (deficiency).......           (1)           (5)         (481)         (461)         52,733
   Total assets.......................           --            --           467         1,216          88,808
   Total stockholders' equity (deficit)          (1)           (5)          (45)          380          84,952

</TABLE>


                                       31

<PAGE>


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

         INVESTORS SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH THE
FINANCIAL STATEMENTS AND RELATED NOTES THERETO OF iTURF WHICH APPEAR ELSEWHERE
IN THIS REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS
THAT REFLECT iTURF'S PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT
LIMITED TO, THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS REPORT, PARTICULARLY IN
"RISK FACTORS."

OVERVIEW

         iTurf is a leading provider, based on sales and traffic, of Internet
community, content and e-commerce services focused primarily on teens and young
adults. We provide teens and young adults with an online destination that
encompasses a network of Web sites that address this demographic group's
concerns, interests, tastes and needs. Our sites offer interactive web/zines
with proprietary content, chat rooms, posting boards, personal homepages, music
downloading and e-mail, as well as online shopping opportunities.

         iTurf is a subsidiary of dELiA*s Inc. and was incorporated on August 7,
1997. Prior to the closing of our initial public offering, our parent owned all
of the outstanding capital stock of iTurf. iTurf's results of operations include
the following:

         -    the Internet operations of TSI Soccer Corporation, a wholly-owned
              subsidiary of our parent which was acquired by our parent in
              December 1997. The acquisition was accounted for as a pooling of
              interests. Concurrently with the closing of our initial public
              offering, iTurf acquired the tsisoccer.com domain name from TSI
              Soccer for 1,136 shares of Class A common stock, a $25,000 value
              at the initial public offering price. Therefore, the financial
              statements of iTurf reflect the Internet operations of TSI from
              March 14, 1995, when TSI began Internet operations;
         -    the operations of gURL Interactive, which was acquired by iTurf on
              December 17, 1997; and
         -    the Internet operations of iTurf which were developed or acquired
              since December 17, 1997, including the dELiAs.cOm Web site which
              was launched in May 1998.

         Following the acquisition of gURL Interactive, we launched the
dELiAs.cOm and discountdomain.com sites in May 1998, the contentsonline.com,
dotdotdash.com and droog.com sites in November 1998 and, most recently, the
StorybookHeirlooms.com site in April 1999. We sell products from these sites,
each of which shares merchandise and branding with catalog offerings of our
parent. We combined the contentsonline.com site with dELiAs.cOm in the fourth
quarter of fiscal 1999 and suspended the e-commerce operations of dotdotdash.com
in April 2000.

         In addition, we expanded our Web community features during the same
periods. We launched gURLmAIL.com in February 1998 and gURLpages.com in June
1998. In December 1998, we also began to add additional third party content to
our gURL.com Web site, such as music news and film trailers.

         On April 14, 1999, we completed the initial public offering of
4,830,000 shares of our Class A common stock, which represented approximately
28% of the shares then outstanding.

         On September 1, 1999, we acquired [email protected], Inc. As a result of
the transaction, Taponline.com became a wholly-owned subsidiary of iTurf and was
renamed OnTap.com Inc. The merger consideration consisted of 1,586,996 shares of
our Class A common stock.

         In connection with the OnTap transaction, MarketSource Corporation,
which is owned by certain of the sellers of Taponline.com, including Martin D.
Levine, who was recently elected as a member of our board of directors but
resigned in December 1999, entered into an arrangement to purchase advertising
and other inventory on our network of sites for resale to MarketSource's
clients. Separately, we entered into a marketing alliance with MarketSource to
promote our network of sites through MarketSource's offline marketing channels.
We committed to purchasing approximately $6.5 million in promotional
opportunities through these channels over three years.


                                       32

<PAGE>


         On February 15, 2000, iTurf Inc. acquired TheSpark.com, Inc., which
operates a community and content Web site focusing on college students and young
adults. The consideration consisted of 1,099,988 newly-issued shares of iTurf
Class A common stock and the right to receive additional consideration if
certain performance goals are met. If the performance goals related to the
TheSpark.com Web site are met, iTurf is obligated to issue additional shares of
iTurf Class A common stock to Spark stockholders having an aggregate value of up
to $13.5 million, provided, however that if the number of additional shares
required to be issued exceeds 2,683,626, then only 2,683,626 shares will be
issued and the balance of iTurf's obligation to the Spark stockholders shall be
paid in cash. Of this additional consideration, a first portion is based on the
amount of certain categories of revenues generated by or related to theSpark.com
Web site during the 52-week period beginning February 27, 2000 and ending
February 24, 2001 and a second portion is based on the amount of certain
categories of revenues generated by or related to theSpark.com Web site during
the 52-week period beginning February 25, 2001 and ending February 23, 2002.

         iTurf generates revenue from four primary sources:

         -    sales of apparel, accessories, footwear, athletic gear, home
              furnishings and other merchandise through our e-commerce sites;
         -    fees paid for advertising on our sites;
         -    subscription fees paid by members of our discount shopping
              service, discountdomain.com, and
         -    fees from licensing the gURL brand and related online content.

         Sales of apparel, accessories and footwear for teen girls and young
women on our dELiAs.cOm site accounted for a substantial majority of our revenue
in fiscal 1999 and is expected to account for the majority of our revenue for at
least the next twelve months. Sales of athletic gear on our tsisoccer.com site,
primarily soccer merchandise sold to teen boys and young men, was our second
largest source of product revenue in that period.

         For the periods prior to the closing of our initial public offering,
the historical financial statements contained elsewhere in this annual report
reflect allocations for administrative, distribution and other expenses incurred
by our parent for services rendered to iTurf. While we believe such allocations
to be reasonable, they are not necessarily indicative of, and it is not
practical for us to estimate, the levels of expenses that would have resulted
had iTurf been operating as an independent company.

         Since the closing of our initial public offering, the provision of
services and other matters between iTurf and our parent, including use of our
parent's trademarks, have been governed by the intercompany agreements. We
believe that the intercompany agreements, had they been in effect during all
periods presented, would not have had a material effect on our net income (loss)
given the level of benefits received from our parent. Expenses would have
increased marginally in connection with fees to be paid to our parent pursuant
to the trademark license and customer list agreement. However, the effect of the
trademark license and customer list agreement would have been substantially
offset by iTurf's ability under the supply arrangements of the intercompany
services agreement to purchase clearance inventory from our parent at lower
costs. This offset has not continued to the same degree following the closing of
our initial public offering. After our IPO, operating expenses paid to our
parent increased as a percentage of sales due to fees associated with higher
levels of advertising provided by our parent and with increased sales made under
trademarks licensed from our parent.

         Prior to our initial public offering, we also relied on our parent to
provide financing for our operations. Therefore, our cash flows for the periods
prior to the closing of our initial public offering are not necessarily
indicative of the cash flows that would have resulted had we been operating as
an independent company during those periods.

         We believe that our continued growth will depend in large part on our
ability to increase our brand awareness, provide our customers with superior
Internet community and e-commerce experiences and continue to enhance our
systems and technology to support increased traffic to our Web sites. We have
invested heavily, and expect to continue to invest heavily in marketing and
promotion, including advertising in our parent's print catalogs, and to further
develop


                                       33

<PAGE>


our Web sites, technology and operating infrastructure. As a result, we expect
to record substantial net losses for the foreseeable future.

         Because we sell many of the same products our parent does and advertise
our offerings to our parent's customers, we compete directly with our parent.
Our success at selling products to our parent's customers has an adverse effect
on our parent's cash flows. As we have become more successful in this regard,
our parent's financial condition has become adversely affected. Material adverse
changes to our parent's financial condition jeopardize our ability to continue
to obtain goods and services from our parent under the intercompany agreements.
As a result, we may be required to renegotiate the terms of the intercompany
agreements or provide financing to our parent in order to ensure that we can
continue to obtain goods and services from our parent.

         In view of the rapidly changing nature of iTurf's business and its
limited operating history, as well as the expected seasonality, iTurf believes
that period-to-period comparisons of its operating results, including iTurf's
gross profit margin and operating expenses as a percentage of sales, are not
necessarily meaningful. You should not rely on this information as an indication
of future performance.

RESULTS OF OPERATIONS

         The following table sets forth certain statement of operations data as
a percentage of net revenues for the periods indicated:

<TABLE>
<CAPTION>

                                                      FISCAL 1997    FISCAL 1998   FISCAL 1999
                                                      -----------    -----------   -----------
<S>                                                       <C>            <C>           <C>
Net product sales....................................     100.0%          83.5%         91.7%
Advertising and other................................      --             16.5           8.3
                                                          ----           -----         -----
Total net revenues...................................     100.0          100.0         100.0
Cost of product sales................................      51.5           42.0          52.7
                                                          -----          -----         -----
Gross profit.........................................      48.5           58.0          47.3
Operating expenses...................................      85.1           37.6         117.4
Interest expense (income), net.......................      14.9            1.0         (12.0)
                                                          -----          -----         ------
Income (loss) before income taxes....................     (51.5)          19.4         (58.1)
Income tax provision (benefit).......................     (21.6)           8.8          (0.6)
                                                          ------         -----         ------
Net income (loss)....................................     (29.9)%         10.6%        (57.5)%
                                                          ======         =====         ======

</TABLE>


COMPARISON OF FISCAL YEARS 1998 AND 1999

NET REVENUES. Net revenues increased from $4.0 million in fiscal 1998 to $24.8
million in fiscal 1999. The increase was due to the launch of Web sites after
the beginning of fiscal 1998 including dELiAs.cOm (May 1998), discountdomain.com
(May 1998), contentsonline.com (November 1998), droog.com (November 1998) and
StorybookHeirlooms.com (April 1999), and our acquisition of OnTap.com in
September 1999 as well as increased traffic as a result of our marketing efforts
and growth in Internet usage. Revenues from sales of products increased from
$3.4 million in fiscal 1998 to $22.8 million in fiscal 1999. Advertising revenue
increased from approximately $444,000 in fiscal 1998 to $1.3 million in fiscal
1999. The increase in advertising revenue was primarily due to more effective
sales efforts as a result of our relationship with MarketSource Corporation and
increased traffic on our community Web sites. Subscription and licensing revenue
was approximately $200,000 in fiscal 1998 and $700,000 in fiscal 1999.

GROSS PROFIT. Gross profit increased from $2.3 million in fiscal 1998 to $11.7
million for fiscal 1999 as a result of increased sales. Gross margin decreased
from 58.0% in fiscal 1998 to 47.3% in fiscal 1999. The decrease was principally
due to increased sales of lower-margin products on our discountdomain.com and
tsisoccer.com sites and seasonal promotional offers. These other revenue sources
improve gross margins because they have no direct cost of sales. The indirect
expenses incurred in connection with such revenue sources are included in
operating expenses.


                                       34

<PAGE>


OPERATING EXPENSES. Operating expenses are comprised of (1) sales and marketing
expenses, which includes advertising costs, credit card fees, trademark
licensing and distribution costs, (2) technology and content development
expenses, which includes site development, editorial content and systems costs,
(3) general and administrative expenses and (4) goodwill amortization expense.
Total operating expenses increased from $1.5 million, or 37.6% of net revenues,
in fiscal 1998 to $29.1 million, or 117.4% of net revenues, in fiscal 1999 due
to a substantial increase in advertising, content development and overhead costs
to support the continued expansion of iTurf. A significant portion of these
expenses, $9.8 million in fiscal 1999 and $219,000 in fiscal 1998, represent
costs allocated or charged by our parent for services rendered.

INTEREST EXPENSE (INCOME), NET. Interest income of $3.0 million for fiscal 1999
reflects the investment of our initial public offering proceeds, while interest
expense of $41,000 for fiscal 1998 relates to our indebtedness to dELiA*s for
financing our operations.

INCOME TAX PROVISION (BENEFIT). For periods prior to our initial public
offering, our results were included in dELiA*s consolidated federal and state
income tax returns and our income tax provision was calculated as if we had
operated as an independent company. For such periods, dELiA*s paid all taxes for
us and, as such, income taxes payable and deferred tax assets and liabilities
were included in amounts due to dELiA*s. As a result of our initial public
offering, we are required to file a separate return. Based on our projections of
net losses, we have fully reserved our net deferred tax assets. Therefore, we
estimate our effective tax rate for the period since our initial public offering
to be zero.

COMPARISON OF FISCAL YEARS 1997 AND 1998

NET REVENUES. Net revenues increased from $134,000 in fiscal 1997 to $4.0
million in fiscal 1998. The increase was primarily due to the launch of the
dELiAs.cOm Web site in May 1998 and advertising revenue of approximately
$444,000 during fiscal 1998. iTurf did not sell any advertising in fiscal 1997.
Subscription fees and licensing revenue was approximately $218,000 for fiscal
1998; we did not have any such revenue for fiscal 1997.

GROSS PROFIT. Gross profit increased from $65,000 in fiscal 1997 to $2.3 million
in fiscal 1998 as a result of both increased sales and a higher gross margin.
Gross margin increased from 48.5% in fiscal 1997 to 58.0% in fiscal 1998. This
increase was due to both the increased sales of higher-margin apparel and
accessories on the dELiAs.cOm Web site, which was launched in May 1998, as well
as revenue from advertising, licensing and subscriptions during the second,
third and fourth quarters of fiscal 1998.

OPERATING EXPENSES. Total operating expenses, including direct expenses and
expenses allocated from our parent, increased from $114,000, or 85.1% of net
revenues, in fiscal 1997 to $1.5 million, or 37.6% of net revenues, in fiscal
1998 due to a substantial increase in advertising, content development and
overhead costs to support the continued expansion of iTurf. A significant
portion of these expenses, $45,000 in fiscal 1997 and $219,000 in fiscal 1998,
were allocated from our parent.

QUARTERLY RESULTS OF OPERATIONS

         The following table sets forth certain unaudited quarterly statement of
operations data for the eight quarters ended January 29, 2000. This unaudited
quarterly information has been derived from unaudited financial statements of
iTurf and, in the opinion of management, includes all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of the
information for the periods covered. The quarterly data should be read in
conjunction with the iTurf Financial Statements and the notes thereto. The
operating results for the quarters are not necessarily indicative of the
operating results for any future period.


                                       35

<PAGE>


<TABLE>
<CAPTION>

                                   --------------------------------------------------------------------------------------------
                                                                      QUARTER OR THIRTEEN WEEKS ENDED

                                   --------------------------------------------------------------------------------------------
                                   APR. 30,   JULY 31,   OCT. 31,  JAN. 31,        MAY 1,     JULY 31,    OCT. 30,    JAN. 29,
                                     1998       1998       1998      1999           1999        1999        1999        2000
                                   --------   --------  --------   --------        ------     -------     -------     -------
                                                             (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                                <C>        <C>       <C>        <C>             <C>        <C>         <C>         <C>
Net product sales.............     $     69   $    653  $    715   $  1,915        $2,425     $ 2,600     $ 4,602     $13,125
Advertising and other.........           --        107       349        206           190         352         699         828
                                   --------   --------  --------   --------        ------     -------     -------     -------
Total net revenues............     $     69   $    760  $  1,064   $  2,121        $2,615     $ 2,952     $ 5,301     $13,953
Cost of product sales.........           35        339       359        954         1,332       1,651       2,639       7,460
                                   --------   --------  --------   --------        ------     -------     -------     -------
Gross profit..................           34        421       705      1,167         1,283       1,301       2,662       6,493
Operating expenses............          109        445       514        438         1,753       4,052       9,981      13,350
Interest expense (income), net           11         11         9         10          (112)       (989)       (965)       (899)
                                   --------   --------  --------   --------        ------     -------     -------     -------
Income (loss) before income taxes       (86)       (35)      182        719          (358)     (1,762)     (6,354)     (5,958)
Provision (benefit) for income
     taxes....................          (33)       (11)       83        316          (161)         --          --          --
                                   --------   --------  --------   --------        ------     -------     -------     -------
Net income (loss).............     $    (53)  $    (24) $     99   $    403        $ (197)    $(1,762)    $(6,354)    $(5,958)
                                   ========   ========  ========   ========        ======     =======     ========    =======
Per share data:
Basic and diluted net income
     (loss) per share.........     $  (0.00)  $  (0.00) $   0.01   $   0.03        $(0.01)   $  (0.10)    $ (0.35)    $ (0.31)
                                   ========   ========  ========   ========        ======     =======     ========    =======
Shares used in calculation of
     basic net income (loss) per
     share....................       12,500     12,500    12,500     12,500        13,413      17,331       18,360     18,918
                                   ========   ========  ========   ========        ======     =======     ========    =======
Shares used in calculation of
     diluted net income (loss)
     per share................       12,500     12,500    12,500     12,571        13,413      17,331       18,360     18,918
                                   ========   ========  ========   ========        ======     =======     ========    =======

                                                                   PERCENTAGE OF TOTAL NET SALES
                                   ------------------------------------------------------------------------------------------
Net revenues..................        100.0%     100.0%    100.0%     100.0%        100.0%      100.0%       100.0%     100.0%
Cost of product sales.........         50.7       44.6      33.7       45.0          50.9        55.9         49.8       53.5
                                   --------    -------   -------    -------         -----     -------      -------     ------
Gross profit..................         49.3       55.4      66.3       55.0          49.1        44.1         50.2       46.5
Operating expenses............        157.9       58.6      48.3       20.6          67.0        137.3       188.3       95.6
Interest expense (income), net         16.0        1.5       0.9        0.5          (4.3)       (33.5)      (18.2)      (6.4)
                                   --------    -------   -------    -------        ------      -------     -------     ------
Income (loss) before income taxes    (124.6)      (4.7)     17.1       33.9         (13.6)       (59.7)     (119.9)     (42.7)
Provision (benefit) for income
     taxes....................        (47.8)      (1.5)      7.8       14.9         (6.1)         --           --          --
                                   --------    -------   -------    -------         ------     -------     -------     -------
Net income (loss).............        (76.8)%     (3.2)%     9.3%      19.0%        (7.5)%     (59.7)%      (119.9)%     (42.7)%
                                   ========    =======   =======    =======         ======     ========    =======     =======

</TABLE>


SEASONALITY

         Our revenues and operating results may vary significantly from quarter
to quarter due to a number of factors, many of which are outside of our control.
These factors include:

         -    seasonal fluctuations in consumer purchasing patterns and
              advertising spending;
         -    timing of, response to and quantity of our parent's catalog and
              our own electronic mailings;
         -    changes in the growth rate of Internet usage;
         -    actions of competitors;
         -    the timing and amount of costs relating to the expansion of our
              operations and acquisitions of technology or businesses; and
         -    general economic and market conditions.

         Our limited operating history and rapid growth make it difficult to
ascertain the effects of seasonality on our business. We believe that
period-to-period comparisons of our historical results are not necessarily
meaningful and should not be relied upon as an indication of future results.

LIQUIDITY AND CAPITAL RESOURCES

     Operating activities provided net cash of $646,000 for fiscal 1998 and used
$14.0 million during fiscal 1999. This significant cash usage during fiscal 1999
reflects higher operating expenses as well as prepayments of marketing and other
costs.

     Net cash used in investing activities of $64.3 million for fiscal 1999
relate primarily to our investments in marketable securities and purchase of
shares of dELiA*s common stock from our parent in connection with our initial
public offering. During fiscal 1998, our use of $265,000 for purchases of
property and equipment were our only investing activities. We expect to make
capital expenditures of approximately $2.4 million in fiscal 2000,


                                       36

<PAGE>


including investments in technology and physical infrastructure. In addition, a
portion of our resources may be used to fund acquisitions or investments in
businesses, products and technologies that are complementary to our current
business.

     We also expect to spend significant amounts for marketing and other
alliances. In May 1999, we entered into a strategic alliance agreement with
America Online, Inc. under which we committed to cash payments of approximately
$4.0 million in fiscal 1999 and $4.1 million in fiscal 2000. In August 1999, we
entered into a strategic marketing alliance with Microsoft Corporation under
which we agreed to pay Microsoft a total of at least $4.6 million over the
one-year term of the agreement. In connection with the September 1999 Taponline
transaction, we agreed to purchase approximately $6.5 million in promotional
opportunities through these MarketSource's offline marketing channels over three
years.

         At February 8, 2000, we had prepaid approximately $6.1 million to our
parent under the intercompany agreements. These prepayments, which were for
advertising and inventory, are not secured. A third party creditor has a
perfected security interest in the inventory for which we have prepaid, which is
senior to any interest we may have in this inventory. As a result, if our parent
were to default on its obligations to this third party creditor, we might suffer
a loss of all or part of these prepaid expenses.

    In the first quarter of fiscal 2000, we entered into a lease agreement for
additional office space in the office building we currently occupy in downtown
Manhattan. The lease term is 10 years. The lease term does not commence until
the landlord delivers possession of the additional office space. We expect the
landlord to deliver possession of the space in September 2000. During the
term of the lease, we will pay annual rent of approximately $800,000 subject
to certain adjustments.

    Financing activities provided net cash of $96.9 million for fiscal 1999 and
used $37,000 for fiscal 1998. The significant amount of cash provided by
financing activities during fiscal 1999 relates to the initial public offering
of our common stock. Prior to our initial public offering, financing activities
were related primarily to loans from our parent.

    Our capital requirements depend on numerous factors, including:

     -   the rate of market acceptance of iTurf's online presence;

     -   our ability to expand iTurf's customer base;

     -   the cost of upgrades to our online presence; and

     -   our level of expenditures for sales and marketing.

    The timing and amount of such capital requirements cannot accurately be
predicted. Additionally, we will continue to evaluate possible investments in
businesses, products and system technologies and to expand our sales and
marketing programs and conduct more aggressive brand promotions. We believe that
the net proceeds of our initial public offering, together with our cash from
operations, will be sufficient to meet anticipated cash needs at least through
fiscal 2000.

YEAR 2000 COMPLIANCE

         To date, no Year 2000 related events had occurred that materially
affected either the Company's operations or its financial statements. The total
cost of the Company's Year 2000 compliance program was less than $25,000.

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

    We maintain the majority of our excess funds in marketable securities. These
financial instruments are subject to interest rate risk and will decline in
value if interest rates increase. We do not believe that a change of 100 basis
points in interest rates would have a material effect on our financial
condition.


                                       37

<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    See Item 14 of Part IV of this report.

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

    During the two most recent fiscal years, there has been no change in, or
disagreement with, the independent accountant engaged as the principal
accountant to audit our consolidated financial statements.


                                       38

<PAGE>


PART III

    The information required by Part III (Items 10 through 13) is incorporated
by reference to the captions "Beneficial Ownership of Voting Securities,"
"Election of Directors," "Management" and "Certain Transactions" in our
definitive Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days after the end of our
fiscal year covered by this report.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K.

    (a)  See Index to Financial Statements on page F-1.

         All other schedules are omitted either because they are not applicable
         or the required information is disclosed in the consolidated financial
         statements or notes thereto.

    (b)  During the fourth quarter of fiscal 1999, we filed a current report on
         Form 8-K/A, dated November 4, 1999, reporting Item 7. This report
         contained information about our acquisition of [email protected], Inc.

    (c)  See Exhibit Index immediately following Signature Page.


                                       39

<PAGE>


                                   iTURF INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                                                              PAGE
<S>                                                                                                           <C>
REPORT OF INDEPENDENT AUDITORS                                                                                F-2

FINANCIAL STATEMENTS:

   Consolidated Balance Sheets as of January 31, 1999 and January 29, 2000                                    F-3

   Consolidated Statements of Operations for the fiscal years ended January 31, 1998,
     January 31, 1999 and January 29, 2000                                                                    F-4

   Consolidated Statements of Stockholders' Equity for the fiscal years ended
     January 31, 1998, January 31, 1999 and January 29, 2000                                                  F-5

   Consolidated Statements of Cash Flows for the fiscal years ended January 31, 1998,
     January 31, 1999 and January 29, 2000                                                                    F-6

   Notes to Consolidated Financial Statements                                                                 F-7

</TABLE>


                                      F-1

<PAGE>


                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of iTurf Inc.

We have audited the consolidated balance sheets of iTurf Inc. (the "Company") as
of January 31, 1999 and January 29, 2000 and the related consolidated statements
of operations, stockholders' equity, and cash flows for each of the three fiscal
years in the period ended January 29, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of iTurf
Inc. at January 31, 1999 and January 29, 2000 and the results of the
Company's operations and cash flows for each of the three fiscal years in
the period ended January 29, 2000 in conformity with accounting principles
generally accepted in the United States.


                                  ERNST & YOUNG LLP


March 17, 2000
New York, New York


                                      F-2

<PAGE>


                                   iTURF INC.
                           CONSOLIDATED BALANCE SHEETS
                      JANUARY 31, 1999 AND JANUARY 29, 2000
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


<TABLE>
<CAPTION>

                                                                             JANUARY 31, 1999    JANUARY 29, 2000
                                                                             ----------------    ----------------
<S>                                                                            <C>                   <C>
                                     ASSETS
CURRENT ASSETS
 Cash  and cash equivalents ................................................   $     375             $  19,009
 Short-term investments ....................................................          --                32,893
 Prepaid expenses - dELiA*s ................................................          --                 1,118
 Prepaid expenses and other current assets .................................          --                 3,569
                                                                               ---------             ---------
     Total current assets ..................................................         375                56,589
INVESTMENTS ................................................................          --                11,024
PROPERTY AND EQUIPMENT, net of accumulated depreciation
 of $46 and $518 at January 31, 1999 and January 29, 2000, respectively.....         414                 3,286
INTANGIBLE ASSETS, NET .....................................................         317                17,703
OTHER ASSETS ...............................................................         110                   206
                                                                               ---------             ---------
TOTAL ASSETS ...............................................................   $   1,216             $  88,808
                                                                               =========             =========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable and other current liabilities ............................   $     263             $   3,856
 Due to dELiA*s ............................................................         573                    --
                                                                               ---------             ---------
     Total current liabilities .............................................         836                 3,856

STOCKHOLDERS' EQUITY
 Preferred stock, $.01 par value, 1,000,000 shares authorized;
      no shares issued or outstanding ......................................          --                    --
 Class A common stock, $.01 par value, 67,500,000 shares authorized;
      no shares issued or outstanding at January 31, 1999;
      7,493,132 shares issued and outstanding at January 29, 2000 ..........          --                    75
 Class B common stock, $.01 par value, 12,500,000 shares authorized;
      12,500,000 and 11,425,000 issued and outstanding at
      January 31, 1999 and January 29, 2000, respectively ..................         125                   114
 Additional paid-in capital ................................................          --               116,388
 Investment in common stock of dELiA*s Inc. ................................          --               (17,734)
 Retained earnings (deficit) ...............................................         255               (13,891)
                                                                               ---------             ---------
     Total stockholders' equity ............................................         380                84,952
                                                                               ---------             ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................................   $   1,216             $  88,808
                                                                               =========             =========

</TABLE>


                 See notes to consolidated financial statements.


                                      F-3

<PAGE>


                                   iTURF INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
   FISCAL YEARS ENDED JANUARY 31, 1998, JANUARY 31, 1999 AND JANUARY 29, 2000
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                      FISCAL
                                         -------------------------------
                                           1997        1998       1999
                                         --------    --------   --------
<S>                                      <C>         <C>        <C>
REVENUES:
    NET PRODUCT SALES ................   $    134    $  3,352   $ 22,752
    ADVERTISING AND OTHER ............         --         662      2,069
                                         --------    --------   --------
TOTAL NET REVENUES ...................        134       4,014     24,821
COST OF PRODUCT SALES ................         69       1,687     13,082
                                         --------    --------   --------

GROSS PROFIT .........................         65       2,327     11,739

OPERATING EXPENSES:
    SELLING AND MARKETING ............         --         633     18,979
    TECHNOLOGY AND CONTENT DEVELOPMENT         --         341      5,505
    GENERAL AND ADMINISTRATIVE .......        111         458      2,996
    GOODWILL AMORTIZATION EXPENSE ....          3          74      1,656
                                         --------    --------   --------
TOTAL OPERATING EXPENSES .............        114       1,506     29,136
                                         --------    --------   --------
INCOME (LOSS) FROM OPERATIONS ........        (49)        821    (17,397)

INTEREST EXPENSE .....................         20          41         11

INTEREST INCOME ......................         --          --     (2,976)
                                         --------    --------   --------

INCOME (LOSS) BEFORE INCOME TAXES ....        (69)        780    (14,432)

PROVISION (BENEFIT) FOR INCOME TAXES .        (29)        355       (161)
                                         --------    --------   --------

NET INCOME (LOSS) ....................   $    (40)   $    425   $(14,271)
                                         ========    ========   ========

BASIC AND DILUTED NET INCOME (LOSS)
    PER SHARE ........................   $  (0.00)   $   0.03   $  (0.84)
                                         ========    ========   ========

</TABLE>


                 See notes to consolidated financial statements.


                                      F-4

<PAGE>


                                   iTURF INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
   FISCAL YEARS ENDED JANUARY 31, 1998, JANUARY 31, 1999 AND JANUARY 29, 2000
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>


                                      Class A                 Class B         Additional                Retained       Total
                                    Common Stock            Common Stock       Paid-in                  Earnings    Stockholders'
                                 Shares      Amount       Shares     Amount    Capital      Other       (Deficit)     Equity
                                ----------   -------    ----------   -------   ---------   --------     --------     --------
<S>                             <C>          <C>        <C>          <C>       <C>         <C>          <C>          <C>
BALANCE, JANUARY 31, 1997....           --   $   --     12,500,000   $  125    $      --   $     --     $   (130)    $    (5)

Net loss ...................            --       --             --       --           --         --          (40)        (40)
                                ----------   -------    ----------   -------   ---------   --------     --------     --------

BALANCE, JANUARY 31, 1998 ..            --       --     12,500,000      125           --         --         (170)        (45)

Net income .................            --       --             --       --           --         --          425         425
                                ----------   -------    ----------   -------   ---------   --------     --------     --------

BALANCE, JANUARY 31, 1999 ..            --       --     12,500,000      125           --         --          255         380

Issuance of common stock in
   initial public offering,
   net of offering costs ...     4,830,000       48             --       --       97,236         --          125       97,409

Investment in dELiA*s common
   stock (Note 1) ..........            --       --             --       --           --    (17,734)          --      (17,734)

Issuance of common stock
   for acquisitions (Note 3)     1,588,132       16             --       --       19,152         --           --       19,168
Conversions (Note 5) .......     1,075,000       11     (1,075,000)     (11)          --         --           --           --

Net loss ...................          --         --             --       --           --         --      (14,271)     (14,271)
                                ----------   -------    ----------   -------   ---------   --------     --------     --------
BALANCE, JANUARY 29, 2000 ..     7,493,132   $   75     11,425,000   $  114    $ 116,388   $(17,734)    $(13,891)    $ 84,952
                                ==========   =======    ==========   =======   =========   =========    ========     ========

</TABLE>

                 See notes to consolidated financial statements.


                                      F-5

<PAGE>


                                   iTURF INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
   FISCAL YEARS ENDED JANUARY 31, 1998, JANUARY 31, 1999 AND JANUARY 29, 2000
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>

                                                                                 FISCAL
                                                                    --------------------------------
                                                                      1997        1998        1999
                                                                    --------    --------    --------
<S>                                                                 <C>         <C>         <C>
OPERATING ACTIVITIES:
     Net income (loss) ..........................................   $    (40)   $    425    $(14,271)
     Adjustments to reconcile net income (loss) to net cash
              provided by (used in) operating activities:
       Depreciation and amortization ............................          6         117       2,128
       Amortization of premiums and discounts on investments, net         --          --        (473)
       Changes in operating assets and liabilities:
              Prepaid expenses - related party ..................         --          --      (1,118)
              Other current assets ..............................         --          --      (3,569)
              Other assets ......................................         --          --        (206)
              Accounts payable and other current liabilities ....         --         104       3,552
                                                                    --------    --------    --------
Net cash provided by (used in) operating activities .............        (34)        646     (13,957)

INVESTING ACTIVITIES:
     Purchase of dELiA*s stock ..................................         --          --     (17,734)
     Capital expenditures .......................................        (98)       (265)     (2,607)
     Acquisitions ...............................................       (126)         --        (547)
     Purchase of investment securities ..........................         --          --     (73,952)
     Proceeds from the maturity of investment securities ........         --          --      31,508
     Other investments ..........................................         --          --      (1,000)
                                                                    --------    --------    --------
Net cash used in investing activities ...........................       (224)       (265)    (64,332)

FINANCING ACTIVITIES:
     Net proceeds from issuance of common stock .................         --          --      97,496
     Deferred offering costs ....................................         --         (49)         --
     Loan from dELiA*s ..........................................        372       3,286       1,001
     Repayment to dELiA*s .......................................        (83)     (3,274)     (1,574)
                                                                    --------    --------    --------
Net cash provided by (used in) financing activities .............        289         (37)     96,923

INCREASE IN CASH AND CASH EQUIVALENTS ...........................         31         344      18,634

CASH AND CASH EQUIVALENTS--Beginning of year ....................         --          31         375
                                                                    --------    --------    --------
CASH AND CASH EQUIVALENTS--End of year ..........................   $     31    $    375    $ 19,009
                                                                    ========    ========    ========

SUPPLEMENTARY CASH FLOW INFORMATION:
     Income taxes paid ..........................................         --          --          --
                                                                    ========    ========    ========
     Interest paid ..............................................         --          --          --
                                                                    ========    ========    ========

</TABLE>


Supplemental disclosure of noncash financing and investing activity:
    Issuance of dELiA*s Inc. common stock in connection with the gURL
    acquisition. See Note 3.
    Issuance of iTurf Inc. common stock for the acquisition of TSISoccer.com
    domain name. See Note 3.
    Issuance of iTurf Inc. common stock for the acquisition of [email protected],
    Inc. See Note 3.


                 See notes to consolidated financial statements.


                                      F-6

<PAGE>


                                   iTURF INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 29, 2000

1.       BUSINESS AND BASIS OF PRESENTATION
iTurf Inc. operates a network of community and commerce Web sites that is
focused primarily on teens and young adults. We are a subsidiary of dELiA*s
Inc. The accompanying financial statements of iTurf, which was incorporated
in August 1997, include all of dELiA*s Internet operations from that date of
incorporation, as well as the Internet operations of TSI Soccer Corporation
prior to that date. We utilize dELiA*s business relationships, infrastructure
and brand names and relied on dELiA*s to provide financing for our operations
until April 14, 1999, when we completed an initial public offering of our
Class A common stock.

On April 1, 1999, our certificate of incorporation was amended and restated such
that the authorized capital stock of iTurf consists of 67,500,000 shares of
Class A common stock, par value $.01 per share, 12,500,000 shares of Class B
common stock, par value $.01 per share and 1,000,000 shares of Preferred Stock,
par value $.01 per share. In addition, exchange of the 100 shares of common
stock previously outstanding and held by dELiA*s into 12,500,000 shares of Class
B common stock was approved. All share information in these financial statements
and notes has been adjusted to reflect these changes and consequently, $125,000,
the par value of the Class B common stock was reclassified from retained
earnings (deficit) for periods prior to April 1.

In our initial public offering, we issued 4,830,000 shares of our Class A common
stock to the public at a price of $22 per share to receive net cash proceeds of
approximately $97.4 million after expenses. Holders of Class A common stock have
voting rights identical to holders of Class B common stock, except that holders
of Class A common stock are entitled to one vote per share and holders of Class
B are entitled to six votes per share. dELiA*s continues to own all outstanding
shares of iTurf's Class B common stock, each share of which is convertible into
one share of Class A common stock under certain circumstances. At January 29,
2000, dELiA*s owned approximately 90% of the voting power and 60% of the value
of iTurf common stock.

iTurf used approximately $17.7 million of the initial public offering proceeds
to purchase 551,046 shares of dELiA*s common stock from dELiA*s. This purchase
has been recorded as a reduction to iTurf's stockholders' equity.

For periods prior to our initial public offering, the financial statements
include expenses which have been allocated to iTurf by dELiA*s on a specific
identification basis plus the allocated share of the costs associated with
resources we shared with dELiA*s. Allocations from dELiA*s for such shared
resources were made primarily on a proportional cost method based on related
revenues and management believes these allocations to be reasonable. Since our
initial public offering, similar expenses are recorded in accordance with
intercompany agreements. At January 29, 2000, a portion of our intercompany
expenses were prepaid.

PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include the
accounts of iTurf Inc. and subsidiaries, all of which were wholly owned for all
periods presented. All significant intercompany balances and transactions have
been eliminated in consolidation.


                                      F-7

<PAGE>


                                   iTURF INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL YEAR -- Any reference in this report to a particular fiscal year after
1998 is to the year ended on the Saturday closest to January 31 following the
corresponding calendar year. For example, "fiscal 1999" means the period from
February 1, 1999 to January 29, 2000. Any reference in this report to a
particular fiscal year before 1999 is to the year ended January 31 following the
corresponding calendar year. For example, "fiscal 1998" means the period from
February 1, 1998 to January 31, 1999.

INCOME TAXES--We use the liability method of accounting for income taxes,
whereby deferred income taxes are provided on items recognized for financial
reporting purposes over different periods than for income taxes purposes.
Valuation allowances are provided when the expected realization of tax assets
does not meet a more likely than not criteria.

For periods prior to our initial public offering, our results were included in
dELiA*s consolidated federal and state income tax returns and our income tax
provision was calculated as if we had operated as an independent company. For
such periods, dELiA*s paid all taxes for us and, as such, income taxes payable
and deferred tax assets and liabilities were included in amounts due to dELiA*s.
As a result of our initial public offering, we are required to file a separate
return.

CASH EQUIVALENTS-- We consider all highly liquid investments with maturities of
90 days or less when purchased to be cash equivalents. Cash equivalents are
stated at cost, which approximates market value.

INVESTMENTS -- Except for an equity investment accounted for on the cost basis,
our short-term and long-term investments consist of debt securities, principally
instruments of the U.S. Government and its agencies, of municipalities and of
short-term mutual municipal and corporate bond funds. These investments are
securities that we have the ability and positive intent to hold to maturity, and
are therefore classified as held- to-maturity and carried at amortized cost.
Realized gains and losses on sales of securities are reported in earnings and
computed using the specific identification cost basis. (See Note 7.)

PROPERTY AND EQUIPMENT -- Property and equipment is stated at cost and is
depreciated on the straight-line method over five years, the estimated useful
lives of the assets.

INTANGIBLE ASSETS -- Intangible assets relate primarily to goodwill resulting
from acquisitions, which is being amortized by the straight-line method over 5
years. We determined this amortization period to be appropriate based on the
strength of the brand names, the unique business concepts and the membership
lists acquired, as well as our long-term plans for the acquired businesses.
Accumulated amortization at January 31, 1999 and January 29, 2000 was
approximately $77,000 and $1.7 million, respectively. (See Note 3.)

USE OF ESTIMATES-- The preparation of financial statements in conformity with
generally accepted accounting principles requires us to make estimates and
assumptions that affect the amounts reported in the financial statements and
footnotes thereto. Actual results could differ from those estimates.

RECLASSIFICATIONS -- Certain amounts have been reclassified to conform to the
current year presentation.


                                      F-8

<PAGE>


                                   iTURF INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION -- Product sales are recognized at the time the products are
shipped to customers. Advertising and sponsorship revenue is recognized at
either the ratio of impressions delivered to total guaranteed impressions or on
a straight-line basis over the term of the contract provided that iTurf does not
have any significant obligations remaining. Sales of our advertising inventory
by third parties under revenue-sharing arrangements are recorded at the amounts
reported by the revenue-sharing partners, which are net of agreed-upon
commission fees, when the advertising has been provided. When we license the use
of our brands, content or other intangible assets to third parties for specific
projects, rather than for a period of time, licensing revenue is recognized upon
fulfillment of all material contractual obligations. Subscription revenue
related to DiscountDomain.com, a membership based discount shopping service, is
billed monthly, subsequent to the earlier of a customer's first purchase or one
month from the date of initial subscription. Subscriptions are cancelable at any
time and revenue is recognized on a monthly basis. We do not incur any direct
costs associated with advertising, licensing or subscription revenue.
Accordingly, all indirect expenses incurred in connection with these revenue
sources are included in operating expenses. We accrue a sales return allowance
in accordance with our return policy for estimated returns of merchandise
subsequent to the balance sheet date that relate to sales prior to the balance
sheet date. At January 31, 1999 and January 29, 2000, the sales return
allowance, which is included in other current liabilities was $21,000 and
$211,000, respectively.

ADVERTISING COSTS-- We expense the cost of advertising as it is incurred. For
fiscal 1997, 1998 and 1999, advertising costs were approximately $1,000,
$443,000 and $14.2 million, respectively.

DUE TO DELIA*S -- Due to dELiA*s represents amounts payable to dELiA*s for
financing our operations and working capital requirements prior to our initial
public offering. Such amounts were repaid during fiscal 1999. Interest was
charged at 8% per annum.

LONG-LIVED ASSETS -- In accordance with the Statement of Financial Accounting
Standards Board ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to Be Disposed Of," we periodically review
long-lived assets and certain identifiable intangibles for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future net cash flows (on
an undiscounted basis) expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized would be measured by
the amount by which the carrying amount of the assets exceeds the fair value of
the assets.

STOCK-BASED COMPENSATION -- We grant stock options for a fixed number of
shares to certain employees with an exercise price equal to the fair value of
the shares at the date of grant. We account for stock options in accordance
with Accounting Principles Board ("APB") No. 25, "Accounting for Stock Issued
to Employees," and, accordingly, do not recognize compensation expense. In
October 1995, the FASB issued SFAS No. 123, "Accounting for Stock Based
Compensation" ("SFAS 123"), which provides an alternative to APB Opinion No.
25 in accounting for stock-based compensation. As permitted by SFAS No. 123,
the Company continues to account for stock-based compensation in accordance
with APB Opinion No. 25 and has elected the pro forma alternative of SFAS No.
123. (See Note 10.)


                                      F-9

<PAGE>


                                   iTURF INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
COMPUTATION OF HISTORICAL NET INCOME (LOSS) PER SHARE -- We calculate earnings
per share in accordance with SFAS NO. 128, "Computation of Earnings Per Share"
and SEC Staff Accounting Bulletin No. 98. Accordingly, basic earnings per share
is computed using the weighted average number of common and dilutive common
stock equivalent shares outstanding during the period. Common equivalent shares
consist of the incremental common shares issuable upon the exercise of stock
options (using the treasury stock method.) Common equivalent shares are excluded
from the calculation if their effect is anti-dilutive.

RECENT ACCOUNTING PRONOUNCEMENTS - In June 1999, the Financial Accounting
Standards Board approved deferral of Statement No. 133 - Accounting for
Derivative Instruments and Hedging Activities, which we are required to adopt in
fiscal year beginning February 2001. SFAS No. 133 requires that all derivative
instruments be recorded on the balance sheet at fair value. We do not expect our
adoption of SFAS No. 133 to have a material impact on our consolidated position,
results of operations and cash flows.

3.       ACQUISITIONS
TAPONLINE
On September 1, 1999, iTurf Inc. acquired [email protected], Inc. which hosts a
leading global Internet portal Web site with information and community services
directed at college and university students. The merger consideration consisted
of 1,586,996 shares of our Class A common stock. In accordance with the purchase
method of accounting, the results of Taponline have been included in our
consolidated financial statements since the date of merger. The excess of the
aggregate purchase price over the fair market value of net assets acquired of
$19.0 million was allocated to goodwill based upon preliminary estimates of fair
values and is being amortized over five years.

On a pro forma basis, assuming the merger had been completed on the first day of
each fiscal year, net sales, net loss and loss per share would have been
approximately $4.6 million, $3.6 million and $0.26, respectively, for fiscal
1998 and $24.9 million, $16.4 million and $0.91, respectively, for the fiscal
1999. These results are unaudited and presented for informational purposes only
and do not necessarily represent results which would have occurred, and they may
not be indicative of future results of combined operations.

GURL

In December 1997, iTurf acquired all the outstanding common stock of gURL,
Interactive Inc. ("gURL"), an interactive entertainment Web site, for 5,000
shares of dELiA*s common stock valued at $108,000 based on the fair market value
of dELiA*s common stock on the date of acquisition, cash of $120,000 and rights
to receive an aggregate of 10,000 additional shares of dELiA*s common stock
subject to the satisfaction of certain membership-level targets. Such targets
were subsequently met; 5,000 shares of dELiA*s common stock were issued in
December 1998 and the remaining 5,000 shares were issued in December 1999.

The acquisition has been accounted for by the purchase method of accounting and
the results of the operations of gURL have been included in our financial
statements from the date of acquisition. The excess purchase price over the fair
value of net assets acquired was approximately $387,000. This amount includes
$159,000 relating to the 10,000 shares of dELiA*s common stock issued in
December 1998 and December 1999, which was calculated using the fair market
value of dELiA*s common stock on the date the related targets were achieved.


                                      F-10

<PAGE>


                                   iTURF INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.       ACQUISITIONS (CONTINUED)
INTERNET OPERATIONS OF TSI SOCCER CORPORATION
On December 10, 1997, dELiA*s acquired TSI Soccer Corporation in a
transaction accounted for by dELiA*s as a pooling of interests. In connection
with this transaction, dELiA*s issued an aggregate of 308,687 shares of its
common stock and made cash payments of approximately $730,000 to former
stockholders of TSI. The $730,000 in cash payments, which were made to
dissenting TSI stockholders, was recorded by dELiA*s as a reduction in equity
and was not accounted for by iTurf. These stockholders held 104,737 shares
(or 9.23% of the outstanding shares) out of an aggregate of 1,134,411 shares
of TSI outstanding immediately prior to consummation of the acquisition. None
of these dissenting stockholders received consideration other than the cash
referred to above. The holders of the 1,029,674 other shares (or 90.77% of
the outstanding shares) of TSI received only dELiA*s common stock as
consideration for their TSI shares, other than cash payments of approximately
$137 made for fractional shares. The acquired operations included an Internet
business. In accordance with pooling-of-interests accounting, the
accompanying financial statements, which include all of dELiA*s Internet
operations, include such Internet operations of TSI from the date of their
inception in March 1995.

During fiscal 1997 through the date of the combination, as well as in prior
years, the Internet operations of TSI represented all of iTurf's operations. For
the nine months ended October 31, 1997, these operations resulted in net sales
of $86,000 and net loss of $1,000.

In connection with our April 1999 initial public offering, iTurf acquired the
TSISoccer.com domain name from TSI Soccer Corporation, which was then a
wholly-owned subsidiary of dELiA*s, for 1,136 shares of our Class A common stock
(valued at $25,000 at the initial public offering price).

4.       INCOME TAXES
The provision (benefit) for income taxes is comprised of the following (in
thousands):

<TABLE>
<CAPTION>


                                     FISCAL 1997      FISCAL 1998       FISCAL 1999
                                     -----------      -----------       -----------
      <S>                              <C>              <C>               <C>
      Current:
          Federal                      $  (23)          $   248           $ (151)
          State                            (6)               97              (--)
                                       -------          -------           -------
                                          (29)              345             (151)
      Deferred:
          Federal                          --                 8               (7)
          State                            --                 2               (3)
                                       ------           -------           -------
                                           --                10              (10)
                                       ------           -------           -------
      Total                            $  (29)          $   355           $ (161)
                                       ======           =======           =======

</TABLE>


                                      F-11

<PAGE>


                                   iTURF INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.       INCOME TAXES (CONTINUED)
Significant components of our deferred tax assets and liabilities are as follows
(in thousands):

<TABLE>
<CAPTION>

                                               JANUARY 31, 1999    JANUARY 29, 2000
     <S>                                           <C>                  <C>
     Deferred tax liabilities:
           Property and equipment                  $    (19)            $    (52)
     Deferred tax assets:
           Reserves                                       9                   99
           Goodwill amortization                         --                  811
           Net operating loss                            --                5,723
           Valuation allowance                           --               (6,581)
                                                   --------             ---------
                                                          9                   52
                                                   --------             --------
     Net deferred tax asset (liability)            $    (10)            $     --
                                                   ========             ========

</TABLE>


The following is a reconciliation of the statutory federal income tax rates to
our effective income tax rates:

<TABLE>
<CAPTION>

                                                             FISCAL 1997         FISCAL 1998           FISCAL 1999
                                                             -----------         -----------           -----------
      <S>                                                       <C>                   <C>                <C>
      Statutory federal income tax expense (benefit)            (34)%                 34%                (34)%
      State income tax expense (benefit)                         (8)                   7                  (2)
      Valuation allowance                                        --                   --                  35
      Other                                                      --                    5                  --
                                                                (42)%                 46%                 (1)%
                                                              =========            ========             =======

</TABLE>


During fiscal 1999, we generated a NOL of approximately $12.2 million. This NOL
expires in 2020. We have established a valuation allowance for the full amount
of the NOL.

5.       STOCKHOLDERS' EQUITY

On November 17, 1999, 325,000 shares of our Class B common stock were converted
to Class A common stock and sold by dELiA*s.

On December 6, 1999, 750,000 shares of our Class B common stock were converted
to Class A common stock and sold by dELiA*s.

6.       EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>


                                                 FISCAL 1997    FISCAL 1998    FISCAL 1999
                                                ------------    -----------    ------------
<S>                                             <C>             <C>            <C>
Net income (loss)                               $    (40,000)   $    425,000   $(14,271,000)
                                                ============    ============   ============
Weighted-average shares                           12,500,000      12,500,000     17,005,000
Effect of dilutive securities - stock options             --          18,000             --
                                                ------------    ------------   ------------
Adjusted weighted-average                         12,500,000      12,518,000     17,005,000
                                                ============    ============   ============
Basic and diluted net income (loss) per share   $      (0.00)   $       0.03   $      (0.84)
                                                ============    ============   ============

</TABLE>


None of the options to purchase shares that were outstanding for fiscal 1999
(see Note 10) were included in the computation of diluted earnings per share
because their effect would have been antidilutive.


                                      F-12

<PAGE>


                                   iTURF INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.       FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value amounts reported in our balance sheets for cash and cash
equivalents approximate fair values. Except for a $1.0 million investment in
a start-up Internet company that is accounted for on the cost method, our
total investments of $43.9 million represents debt securities that are
classified as held-to-maturity and carried at amortized cost. The fair value
of our debt security investments at January 29, 2000 is $42.7 million based
on quotes obtained from brokers for those instruments while the market value
of our other investment is believed to approximate cost.

8.       COMMITMENTS AND CONTINGENCIES
LEASES
As of January 29, 2000, iTurf was obligated under various long-term
non-cancelable operating leases for office space and equipment requiring minimum
annual rental payments in future periods as follows: $278,000 in fiscal 2000,
$8,000 in fiscal 2001, $7,000 in fiscal 2002 and $3,000 in fiscal 2003.

Rent expense for the fiscal years ended January 31, 1998, January 31, 1999 and
January 29, 2000 was $5,000, $13,000 and $455,000, respectively.

MARKETING ALLIANCES
In May 1999, we entered into a strategic marketing alliance with America Online,
Inc. Over the two-year term of the agreement, we have agreed to pay America
Online a total of approximately $8.1 million, of which $5.0 million was paid as
of January 29, 2000. In August 1999, we entered into a strategic marketing
alliance with Microsoft Corporation. Over the one-year term of the agreement, we
have agreed to pay Microsoft a total of at least $4.6 million, of which
approximately $2.0 million was paid as of January 29, 2000. For both marketing
programs, the total expected payment is being recognized as advertising expense
on a straight-line bases over the life of the appropriate marketing program.

In connection with the September 1999 Taponline transaction, we entered into
a marketing alliance with MarketSource Corporation, which is owned by certain
of the sellers of [email protected] including a former member of our board of
directors, to promote our network of sites through MarketSource's offline
marketing channels. We committed to purchasing approximately $6.5 million in
promotional opportunities through these channels over the next three years.
Of this amount, $1.5 million was paid as of January 29, 2000. Advertising
through this program is being expensed as incurred.

9.       SEGMENTS
iTurf determines operating segments in accordance with Statement of Financial
Accounting Standards No. 131. Prior to our fiscal 1999 acquisition of OnTap,
iTurf consisted of a single segment. Since that acquisition, we manage the new
business as a separate reportable segment. iTurf currently earns the majority of
its revenues from e-commerce while OnTap earns advertising revenue on its
college-focused community Web sites. We may restate our fiscal 1999 segment
reporting in future reports to reflect internal restructuring.

We evaluate performance and allocate resources between the two segments
primarily based on operating loss before interest income and income taxes. There
are no material differences between accounting policies used by the reportable
segments in preparation of this information and those described in the summary
of significant accounting policies in this report. There are no material
transactions between the two segments.


                                      F-13

<PAGE>


                                   iTURF INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9.       SEGMENTS (CONTINUED)

<TABLE>
<CAPTION>

FISCAL 1999 (IN THOUSANDS)                         iTURF             ONTAP             TOTAL
                                                   -----             -----             -----
<S>                                            <C>                <C>             <C>
Revenues                                       $    24,072        $      749      $    24,821
Operating loss                                     (13,853)           (3,544)         (17,397)
Total assets at year-end                            70,237            18,571           88,808

Operating loss for reportable segments                                            $   (17,397)
Interest income, net                                                                    2,965
                                                                                  -----------
Total loss before taxes                                                           $   (14,432)
                                                                                  ============

</TABLE>


10.      STOCK OPTIONS
On January 1, 1999, iTurf established the 1999 Stock Incentive Plan for
officers, employees, consultants, contractors and directors providing for the
grant of stock options, including incentive stock options and non-qualified
stock options, stock appreciation rights and restricted stock, and reserved
4,050,000 shares for grant. Either the Board of Directors or the Compensation
Committee of the Board of Directors may determine the type of award, when and
to whom awards are granted, the number of shares and terms of the awards and
the exercise prices. Stock options are exercisable for a period not to exceed
10 years from the date of the grant and, to the extent determined at the time
of grant, may be paid for in cash, shares of common stock, restricted stock
or by a reduction in the number of shares issuable upon exercise of the
option. The majority of the options outstanding at January 29, 2000 vest 20%
per year beginning one year from the date of grant, while some of the options
vest in eight six-month intervals generally beginning six months from the
date of grant.

A summary of stock option activity under our Stock Incentive Plan is as follows:

<TABLE>
<CAPTION>

                                                Fiscal 1998               Fiscal 1999
                                                        Weighted                  Weighted
                                            Options   Exercise Price   Options  Exercise Price
                                           ---------  --------------  --------- --------------
<S>                                        <C>         <C>            <C>          <C>
Outstanding at beginning of period                --   $     --       1,419,688    $  9.36
     Granted                               1,419,688       9.36       1,673,550      17.70
     Canceled                                     --         --        (103,375)     13.92
                                           ---------   --------       ----------   -------
Outstanding at end of period               1,419,688   $   9.36       2,989,863    $ 13.87
                                           =========   ========       =========    =======
Options exercisable at end of period              --   $     --         304,058    $ 13.22
                                           =========   ========       =========    =======

</TABLE>

The following summarizes stock option information at January 29, 2000:

<TABLE>
<CAPTION>


                                             Options Outstanding                         Options Exercisable
                          ---------------------------------------------------     -------------------------------
                                        Weighted-Average
      Range of                Number         Remaining       Weighted-Average         Number      Weighted-Average
      Exercise Prices       Outstanding  Contractual Life    Exercise Price        Exercisable    Exercise Price
      ---------------       -----------  ----------------    ----------------      -----------    ---------------
      <S>                   <C>             <C>                 <C>                   <C>             <C>
      Under $14.00           2,002,863       9 years             $10.06                213,558         $9.53
      $14.01 to $20.00         132,500       9 years             $18.99                  2,000         18.88
      Over $20.00              854,500       9 years             $22.00                 88,500         22.00
                             =========                                              ==========
      Total                  2,989,863       9 years             $13.87                304,058        $13.22
                             =========                                              ==========

</TABLE>


iTurf applies APB No. 25 and related interpretations in accounting for the
Incentive Plan. Accordingly, no compensation expense has been recognized for the
plan. Had compensation expense been determined based on the fair value of stock
option grants on the date of grant in accordance with SFAS No. 123, our net
income for fiscal 1998 would have been $331,000 and our net loss for fiscal 1999
would have been $19.1 million. On the same pro forma basis, earnings per share
would have been unchanged for fiscal 1998 and loss per share would have been
$1.12 for fiscal 1999.


                                      F-14

<PAGE>


                                   iTURF INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10.      STOCK OPTIONS (CONTINUED)
The estimated fair market value of options granted during fiscal 1998 and 1999
was $3.17 and $15.58 per share, respectively. These fair values were estimated
using the Black-Scholes option-pricing model with the following weighted average
assumptions used: for fiscal 1998, no dividend yield and no volatility;
risk-free interest rate of 4.5 percent; and expected lives of four years; and
for fiscal 1999, no dividend yield, 150 percent volatility, risk-free interest
rate of 5.5 percent and expected lives of four years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
our stock options have characteristics significantly different from those of
traded options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the existing
models do not necessarily provide a reliable single measure of the fair value of
its stock options.

11.      RELATED PARTY TRANSACTIONS
Prior to our initial public offering, all merchandise sold was purchased from
dELiA*s or one of its subsidiaries at an amount equal to dELiA*s or the
subsidiary's cost including cost of freight, handling and other costs incurred
in connection with providing such merchandise. As a wholly-owned subsidiary of
dELiA*s, we also received, and were charged our proportionate share of the costs
of, various services from dELiA*s including administrative, distribution and
other services. We believe all allocations of such costs were made on a
reasonable and consistent basis; however; they are not necessarily indicative
of, nor is it practical for us to estimate, the level of expenses which might
have been incurred had we been operating as a separate, stand-alone company.

In connection with our initial public offering, we entered into several
intercompany agreements with dELiA*s. These agreements cover rights and
obligations regarding trademarks and customer lists, competition, intercompany
services, customer service and stock registration.

The Trademark License and Customer List Agreement provides us with the exclusive
right to use dELiA*s trademarks in connection with the sale of goods and
services on the Internet. We pay dELiA*s a royalty equal to 5% of net sales from
iTurf Web sites bearing a trademark licensed from dELiA*s and 5% of
dELiA*s-sourced net sales from other iTurf Web sites on which sales of
dELiA*s-sourced goods exceed 50% of total net sales. The agreement also provides
for royalty-free sharing of customer lists and restricts both parties from
entering the other's business.

Under the Intercompany Services Agreement, dELiA*s continues to provide us the
services it provided prior to the offering, other than warehouse and fulfillment
services, at 105% of its cost. For warehousing and fulfillment services, we are
charged 105% of the dELiA*s cost based on the average cost per package shipped.
dELiA*s supplies us inventory for payment equal to the lesser of 105% of dELiA*s
total direct cost and the best price at which dELiA*s could resell those
products to a third party. In addition, we have the right to purchase from
dELiA*s up to $300,000 annually of closeout inventory, generally at prices
discounted from dELiA*s price. Advertising for iTurf in dELiA*s print catalogs
costs $40 per 1,000 catalogs distributed with iTurf required to purchase minimum
amounts of advertising space and dELiA*s required to provide a minimum amount of
advertising space.

Under the Customer Service Agreement, we provide to dELiA*s e-mail-based
customer service in respect of those of dELiA*s catalogs corresponding to
trademarks licensed from dELiA*s.


                                      F-15

<PAGE>


                                   iTURF INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.      RELATED PARTY TRANSACTIONS (CONTINUED)
Had the intercompany agreements been in effect during the periods prior to
our initial public offering, they would not have had a material effect on the
results of operations for such periods.

Several of iTurf's officers and directors also serve as officers and directors
of dELiA*s.

For fiscal 1997, 1998 and 1999, we incurred $69,000, $1.7 million and $13.1
million, respectively, for merchandise purchases from dELiA*s and we were
allocated or charged $45,000, $219,000 and $9.8 million, respectively, for other
expenses.

12.      SUBSEQUENT EVENTS
On February 15, 2000, iTurf Inc. acquired theSpark.com, Inc, which operates a
community and content Web site focusing on college students and young adults.
The consideration consisted of 1,099,988 newly-issued shares of iTurf Class A
common stock and the right to receive up to$13.5 million in additional stock (up
to 2,683,626 additional shares) and cash (for any remaining amount earned) if
certain performance goals related to the theSpark.com web site are met. The
transaction will be accounted for under the purchase method of accounting.

    In the first quarter of fiscal 2000, we entered into a lease agreement for
additional office space in the office building we currently occupy in downtown
Manhattan. The lease term is 10 years. The lease term does not commence until
the landlord delivers possession of the additional office space. We expect the
landlord to deliver possession of the space in September 2000. During the
term of the lease, we will pay annual rent of approximately $800,000 subject
to certain adjustments.


                                      F-16

<PAGE>


SIGNATURES

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


                               /s/ Stephen I. Kahn
                               -------------------------
                               Stephen I. Kahn
                               Chairman of the Board and
                               Chief Executive Officer

Date:  April 28, 2000

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


SIGNATURES                                TITLE                       DATE

/s/ Stephen I. Kahn             President, Chief Executive       April 28, 2000
- -------------------------       Officer and Chairman of the
Stephen I. Kahn                 Board (principal executive
                                officer)

/s/ Dennis Goldstein            Chief Financial Officer and      April 28, 2000
- -------------------------       Treasurer (principal financial
Dennis Goldstein                and accounting officer)

/s/ Christopher C. Edgar        Vice President and Director      April 28, 2000
- ------------------------
Christopher C. Edgar

/s/ Evan Guillemin              Vice President and Director      April 28, 2000
- ------------------------
Evan Guillemin

/s/ Thomas R. Evans             Director                         April 28, 2000
- ------------------------
Thomas R. Evans

/s/ Bruce Nelson                Director                         April 28, 2000
- ------------------------
Bruce Nelson

/s/ Beth Vanderslice            Director                         April 28, 2000
- ------------------------
Beth Vanderslice


<PAGE>


EXHIBIT INDEX

<TABLE>
<S>      <C>
3.1      Restated Certificate of Incorporation of iTurf (incorporated by
         reference to Exhibit 3.1 to the iTurf Inc. Registration Statement on
         Form S-1 (Registration No. 333-71123))
3.2      By-laws of iTurf (incorporated by reference to Exhibit 3.2 to the iTurf
         Inc. Registration Statement on Form S-1 (Registration No. 333-71123))
4.1      Agreement and Plan of Merger dated February 4, 2000, by and among
         iTurf, iTurf Caveman Acquisition Corporation, theSpark.com, Inc.
         ("Spark"), and the stockholders of Spark (incorporated by reference to
         Exhibit 2.1 to the iTurf Inc. Current Report on Form 8-K dated February
         25, 2000)
10.1     Form of Intercompany Services Agreement (incorporated by reference to
         Exhibit 10.1 to the iTurf Inc. Registration Statement on Form S-1
         (Registration No. 333-71123))
10.2     Form of Trademark License and Customer List Agreement (incorporated by
         reference to Exhibit 10.2 to the iTurf Inc. Registration Statement on
         Form S-1 (Registration No. 333-71123))
10.3     Form of Intercompany Indemnification Agreement (incorporated by
         reference to Exhibit 10.3 to the iTurf Inc. Registration Statement on
         Form S-1 (Registration No. 333-71123))
10.4     Form of Tax Allocation Agreement (incorporated by reference to Exhibit
         10.4 to the iTurf Inc. Registration Statement on Form S-1 (Registration
         No. 333-71123))
10.5     Form of iTurf Common Stock Registration Rights Agreement (incorporated
         by reference to Exhibit 10.5 to the iTurf Inc. Registration Statement
         on Form S-1 (Registration No. 333-71123))
10.6     Form of dELiA*s Common Stock Registration Rights Agreement
         (incorporated by reference to Exhibit 10.6 to the iTurf Inc.
         Registration Statement on Form S-1 (Registration No. 333-71123))
10.7     Form of Customer Service Agreement (incorporated by reference to
         Exhibit 10.7 to the iTurf Inc. Registration Statement on Form S-1
         (Registration No. 333-71123))
10.8     Form of Letter Agreement between dELiA*s and iTurf (regarding a sale of
         control by dELiA*s) (incorporated by reference to Exhibit 10.8 to the
         iTurf Inc. Registration Statement on Form S-1 (Registration No.
         333-71123))
10.9     1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to
         the iTurf Inc. Registration Statement on Form S-1 (Registration No.
         333-71123))
10.10    Employment Agreement between iTurf and Stephen I. Kahn (incorporated by
         reference to Exhibit 10.10 to the iTurf Inc. Registration Statement on
         Form S-1 (Registration No. 333-71123))
10.11    Employment Agreement between iTurf and Alex S. Navarro (incorporated by
         reference to Exhibit 10.11 to the iTurf Inc. Registration Statement on
         Form S-1 (Registration No. 333-71123))
10.12    Employment Agreement between iTurf and Oliver Sharp (incorporated by
         reference to Exhibit 10.12 to the iTurf Inc. Registration Statement on
         Form S-1 (Registration No. 333-71123))
10.13    Employment Agreement between iTurf and Dennis Goldstein (incorporated
         by reference to Exhibit 10.13 to the iTurf Inc. Registration Statement
         on Form S-1 (Registration No. 333-71123))
10.14    tsisoccer.com Asset Transfer Agreement, dated April 1, 1999, between
         iTurf Inc. and TSI Soccer Corporation (incorporated by reference to
         Exhibit 10.14 to the iTurf Inc. Registration Statement on Form S-1
         (Registration No. 333-71123))
10.15    Subscription Agreement, dated April 1, 1999, between iTurf Delaware
         Investment Company and dELiA*s (incorporated by reference to Exhibit
         10.15 to the iTurf Inc. Registration Statement on Form S-1
         (Registration No. 333-71123))
10.16    Advertising Agreement between iTurf and America Online, Inc., dated May
         4, 1999 (incorporated by reference to Exhibit 10.16 to the iTurf Inc.
         Quarterly Report on Form 10-Q for the fiscal quarter ended May 1,
         1999)**
10.17    Online Advertising Authorized Reseller Agreement between iTurf,
         Taponline and MarketSource Corporation, dated September 1, 1999
         (incorporated by reference to Exhibit 99.1 to the iTurf Inc. Current
         Report on Form 8-K dated September 7, 1999)
10.18    Offline Advertising Purchase Agreement between iTurf and MarketSource
         Corporation, dated September 1, 1999 (incorporated by reference to
         Exhibit 99.2 to the iTurf Inc. Current Report on Form 8-K dated
         September 7, 1999)
10.19    Registration Rights Agreement between iTurf and MarketSource
         Corporation (incorporated by reference to Exhibit 10.19 to the iTurf
         Inc. Registration Statement on Form S-1 (Registration No. 333-90435))
10.20*   Lease Agreement dated January 30, 2000 by and between iTurf and the
         State-Whitehall Company

</TABLE>


<PAGE>


<TABLE>
<S>      <C>
10.21*   Registration Rights Agreement dated February 15, 2000 by and between
         iTurf and former stockholders of TheSpark.com Inc.
21*      Subsidiaries of the Registrant
23.1*    Consent of Ernst & Young LLP
27.1*    Financial Data Schedule

</TABLE>

- ----------
*        Filed herewith

**       Confidential treatment granted as to certain portions, which portions
         have been omitted and filed separately with the SEC.


<PAGE>

                               AGREEMENT OF LEASE

                                     BETWEEN

                          THE STATE-WHITEHALL COMPANY,

                                      OWNER

                                       AND

                                   ITURF INC.,

                                     TENANT

                                    PREMISES

                            ENTIRE SIXTH (6TH) FLOOR

                             ONE BATTERY PARK PLAZA
                               NEW YORK, NEW YORK

                          DATED AS OF JANUARY 30, 2000


<PAGE>

                                TABLE OF CONTENTS
<TABLE>

<S>                        <C>
ARTICLE  1                 Demised Premises, Term, Rents
ARTICLE  2                 Use and Occupancy
ARTICLE  3                 Alterations
ARTICLE  4                 Ownership of Improvements
ARTICLE  5                 Repairs
ARTICLE  6                 Compliance With Laws
ARTICLE  7                 Subordination, Attornment, Etc.
ARTICLE  8                 Property Loss, Etc.
ARTICLE  9                 Destruction-Fire or Other Casualty
ARTICLE 10                 Eminent Domain
ARTICLE 11                 Assignment and Subletting
ARTICLE 12                 Existing Conditions/Present Occupant
ARTICLE 13                 Access to Demised Premises
ARTICLE 14                 Vault Space
ARTICLE 15                 Certificate of Occupancy
ARTICLE 16                 Default
ARTICLE 17                 Remedies
ARTICLE 18                 Damages
ARTICLE 19                 Fees and Expenses; Indemnity
ARTICLE 20                 Entire Agreement
ARTICLE 21                 End of Term
ARTICLE 22                 Quiet Enjoyment
ARTICLE 23                 Escalation
ARTICLE 24                 No Waiver
ARTICLE 25                 Mutual Waiver of Trial by Jury
ARTICLE 26                 Inability to Perform
ARTICLE 27                 Notices
ARTICLE 28                 Partnership Tenant
ARTICLE 29                 Utilities and Services
ARTICLE 30                 Table of Contents, Etc.
ARTICLE 31                 Miscellaneous Definitions, Severability
                            and Interpretation Provisions
ARTICLE 32                 Adjacent Excavation
ARTICLE 33                 Building Rules
ARTICLE 34                 Broker
ARTICLE 35                 Security
ARTICLE 36                 Arbitration, Etc.
ARTICLE 37                 Parties Bound
ARTICLE 38                 Tenant's Initial Installation and Owner's
                            Work Contribution
ARTICLE 39                 Right of First Refusal for Additional Space
ARTICLE 40                 Tenant's Single Option to Renew this Lease
SCHEDULE A                 Building Rules
SCHEDULE B                 Cleaning Services to be Furnished by Owner
EXHIBIT 1                  Additional Space

</TABLE>


                                       -i-
<PAGE>

                  LEASE dated as of the 30th day of January, 2000, between THE
STATE-WHITEHALL COMPANY, a New York partnership having its principal office at
345 Park Avenue, Borough of Manhattan, City, County, and State of New York, as
landlord (referred to as "OWNER"), and ITURF INC., a Delaware corporation duly
authorized to transact business in the State of New York, having its principal
office at One Battery Park Plaza, New York, NY, as tenant (referred to as
"TENANT").

                              W I T N E S S E T H:

Owner and Tenant hereby covenant and agree as follows:

                                    ARTICLE 1

                          DEMISED PREMISES, TERM, RENTS

              SECTION 1.01. DEMISED PREMISES: Owner hereby leases to Tenant and
Tenant hereby hires from Owner the entire SIXTH (6TH) Floor in the building
known as One Battery Park Plaza and also as 24 State Street and 24 Whitehall
Street, in the Borough of Manhattan, City of New York (said building is referred
to as the "BUILDING", and the Building together with the entire block bounded by
State, Bridge, Whitehall and Pearl Streets upon which it stands is referred to
as the "REAL PROPERTY"), at the annual rental rate or rates set forth in Section
1.03, and upon and subject to all of the terms, covenants and conditions
contained in this Lease. The premises leased to Tenant, together with all
appurtenances, fixtures, improvements, additions and other property attached
thereto or installed therein at the commencement of, or at any time during, the
term of this Lease, other than Tenant's Personal Property (as defined in Article
4), are referred to, collectively, as the "DEMISED PREMISES".

              SECTION 1.02. DEMISED TERM: A. The Demised Premises are leased for
a term (referred to as the "DEMISED TERM") to commence on April 1, 2000 and to
end on September 30, 2010 (subject to the provisions of Subsection B of this
Section 1.02), unless the Demised Term shall sooner terminate pursuant to any of
the terms, covenants or conditions of this Lease or pursuant to law.

                            B. Notwithstanding anything in Subsection A of this
Section 1.02 to the contrary, but subject to the provisions of Section 12.02
hereof, if, on or prior to the date set forth in said Subsection A for the
commencement of the Demised Term, Owner shall give notice to Tenant that the
Demised Premises have been vacated by the Present Occupant (defined in Article
12), then: (a) the Demised Term shall not commence on the date set forth in said
Subsection A but shall, instead, commence on a date, fixed by Owner in a notice
to Tenant, not sooner than ten (10) business days next following the date of the
giving of such notice, and (b) the Demised Term shall end on the last day of the
calendar month in which the day immediately preceding the date which is six (6)
months next following the tenth (10th) anniversary date of the commencement of
the Demised Term shall occur, unless sooner terminated pursuant to any of the
terms, covenants or conditions of this Lease or pursuant to law; and (c) except
as aforesaid, neither the validity of this Lease nor the obligations of Tenant
under this Lease shall be affected thereby. The date upon which the Demised Term
shall commence pursuant to Subsection A of this Section or pursuant to this
Subsection B or pursuant to Section 12.02 hereof, is referred to as the
"COMMENCEMENT DATE", and the date fixed pursuant to said Subsection A or this
Subsection B or Section 12.02 hereof, as the date upon which the Demised Term
shall end is referred to as the "EXPIRATION DATE".

                            C. Tenant waives any right to rescind this Lease
under Section 223-a of the New York Real Property Law or any successor statute
of similar import then in force and further waives the right to recover any
damages which may result from Owner's failure to deliver possession of the
Demised Premises on the date set forth in Subsection A of this Section, or in
any notice given pursuant to Subsection B of this Section, for the commencement
of the Demised Term.


<PAGE>

                            D. After the determination of the Commencement Date,
Tenant agrees, upon demand of Owner, to execute, acknowledge and deliver to
Owner, an instrument, in form satisfactory to Owner and Tenant, setting forth
said Commencement Date and the Expiration Date.

              SECTION 1.03. FIXED RENT: A. This Lease is made at the annual
rental rate (referred to as "FIXED RENT") of EIGHT HUNDRED TWENTY-THREE THOUSAND
EIGHT HUNDRED TWELVE and 00/100 ($823,812.00) DOLLARS.

                            B. The Fixed Rent, any increases in the Fixed Rent
and any additional rent payable pursuant to the provisions of this Lease shall
be payable by Tenant to Owner at its office (or at such other place as Owner may
designate in a notice to Tenant) in lawful money of the United States which
shall be legal tender in payment of all debts and dues, public and private, at
the time of payment or by Tenant's good check drawn on a bank or trust company
whose principal office is located in New York City and which is a member of the
New York Clearinghouse Association, without prior demand therefor and without
any offset or deduction whatsoever except as otherwise specifically provided in
this Lease. The Fixed Rent shall be payable in equal monthly installments of
SIXTY-EIGHT THOUSAND SIX HUNDRED FIFTY-ONE and 00/100 ($68,651.00) DOLLARS, in
advance, on the first (1st) day of each month during the Demised Term (except as
otherwise provided in Subsection C of this Section).

                            C. The sum of SIXTY-EIGHT THOUSAND SIX HUNDRED
FIFTY-0NE and 00/100 ($68,651.00) DOLLARS, representing the installment of Fixed
Rent for the first (1st) full calendar month of the Demised Term after the
expiration of the Rent Holiday Period (as hereinafter defined), is due and
payable at the time of the execution and delivery of this Lease. In the event
that the Rent Commencement Date (as hereinafter defined) shall occur on a date
other than the first (1st) day of any calendar month, Tenant shall pay to Owner,
on the first (1st) day of the month next succeeding the month during which the
Rent Commencement Date shall occur, a sum equal to TWO THOUSAND TWO HUNDRED
EIGHTY-EIGHT and 37/100 ($2,288.37) DOLLARS, multiplied by the number of
calendar days in the period from the Rent Commencement Date to the last day of
the month in which the Rent Commencement Date shall occur, both inclusive. Such
payment, together with the sum paid by Tenant upon the execution of this Lease,
shall constitute payment of the Fixed Rent for the period from the Rent
Commencement Date to and including the last day of the next succeeding calendar
month.

                            D. If Tenant shall use or occupy all or any part of
the Demised Premises for the conduct of business prior to the Commencement Date,
such use or occupancy shall be deemed to be under all of the terms, covenants
and conditions of this Lease, including, without limitation, the covenant to pay
Fixed Rent for the period from the commencement of said use or occupancy to and
including the date immediately preceding the Commencement Date, without,
however, affecting the Expiration Date. The provisions of the foregoing sentence
shall not be deemed to give to Tenant any right to use or occupy all or any part
of the Demised Premises prior to the Commencement Date without the consent of
Owner.

              SECTION 1.04. TENANT'S GENERAL COVENANT: Tenant covenants (i) to
pay the Fixed Rent, any increases in the Fixed Rent, and any additional rent
payable pursuant to the provisions of this Lease, and (ii) to observe and
perform, and to permit no violation of, the terms, covenants and conditions of
this Lease on Tenant's part to be observed and performed.

              SECTION 1.05. RENT HOLIDAY: Provided Tenant is not then in default
in the observance and performance of any of the terms, covenants and conditions
of this Lease on Tenant's part to be observed and performed, Tenant shall be
entitled to a conditional rent holiday and shall not be required to pay any
portion of the Fixed Rent with respect to the periods (collectively, the "RENT
HOLIDAY PERIOD") from (i) the Commencement Date to and including the date ninety
(90) days next following the Commencement Date and (ii) the date which is the
first day of the calendar month which is five (5) years next following the Rent
Commencement Date to and including the date ninety (90) days next following such
date, but during each such period of ninety (90) days, Tenant shall otherwise be
required to comply with all of the other terms, covenants and conditions of this
Lease on Tenant's part to be observed and performed,


                                       2
<PAGE>

including, but not limited to, the obligation to make all payments pursuant to
the provisions of Article 23 and Article 29. The date next following the
expiration of the Rent Holiday Period is referred to as the "RENT COMMENCEMENT
DATE". If at any time during the Demised Term Tenant shall be in monetary
default in the observance and performance of any of the terms, covenants and
conditions of this Lease on Tenant's part to be observed and performed beyond
any applicable periods of grace and cure with respect thereto, then the total
sum of the Fixed Rent so conditionally excused by operation of the foregoing
provisions of this Section shall become immediately due and payable by Tenant to
Owner. If, as of the Expiration Date, Tenant shall not then be in default in the
observance and performance of any of the terms, covenants and conditions of this
Lease on Tenant's part to be observed and performed, Owner shall waive payment
of all such Fixed Rent so conditionally excused.

           SECTION 1.06. A. 26TH FLOOR LICENSE: As of October 1, 1999,
Owner and Tenant entered into a license agreement (the "26TH FLOOR LICENSE
AGREEMENT"), whereby Owner, as licensor, licensed to Tenant, as licensee, a
portion of the twenty-sixth (26th) floor of the Building (the "26TH FLOOR
LICENSED PREMISES") for a term (the "26TH FLOOR LICENSE AGREEMENT TERM")
commencing as of October 1, 1999 and to end on May 31, 2000 (or such other
termination date pursuant to the terms of the 26th Floor License Agreement) (the
"26TH FLOOR LICENSE TERMINATION DATE"), subject to the following provisions of
this Section 1.06 (unless sooner terminated pursuant to any of the terms,
covenants or conditions of the 26th Floor License Agreement or pursuant to law).
Upon unconditional execution and delivery of this Lease by Owner and Tenant and
delivery of the Demised Premises by Owner to Tenant, Owner, as licensor, and
Tenant, as licensee, agree that the 26th Floor License Agreement shall be deemed
to be amended as follows: (1) the 26th Floor License Termination Date shall be
deemed to be the later of (a) May 31, 2000 or (b) eight (8) weeks after the
Commencement Date under this Lease as determined pursuant to the provisions of
Section 1.02, provided that, notwithstanding the aforesaid, Licensee may, at
Licensee's option, at any time prior to such 26th Floor License Termination
Date, terminate the 26th Floor License Agreement upon the giving of five (5)
days' prior written notice of such termination to Licensor and in the event such
notice of termination is given by Licensee to Licensor, the 26th Floor License
Agreement and 26th Floor License Agreement Term shall come to and end and expire
as of the date which is five (5) days next following the giving of such notice
and the 26th Floor License Termination Date shall be deemed to occur on such
date; and (2) except as otherwise amended by the aforesaid subdivision (1)
above, all other terms, covenants and conditions set forth in the 26th Floor
License Agreement shall remain in full force and effect.

                            B. 24TH FLOOR LICENSE: As of January 15, 2000, Owner
and Tenant entered into a license agreement (the "24TH FLOOR LICENSE
AGREEMENT"), whereby Owner, as licensor, licensed to Tenant, as licensee, a
portion of the twenty-fourth (24th) floor of the Building (the "24TH FLOOR
LICENSED PREMISES") for a term (the "24TH FLOOR LICENSE AGREEMENT TERM")
commencing as of January 15, 1999 and to end on May 31, 2000 (or such other
termination date pursuant to the terms of the 24th Floor License Agreement) (the
"24TH FLOOR LICENSE TERMINATION DATE"), subject to the following provisions of
this Section 1.06 (unless sooner terminated pursuant to any of the terms,
covenants or conditions of the 24th Floor License Agreement or pursuant to law).
Upon unconditional execution and delivery of this Lease by Owner and Tenant and
delivery of the Demised Premises by Owner to Tenant, Owner, as licensor, and
Tenant, as licensee, agree that the 24th Floor License Agreement shall be deemed
to be amended as follows: (1) the 24th Floor License Termination Date shall be
deemed to be the later of (a) May 31, 2000 or (b) eight (8) weeks after the
Commencement Date under this Lease as determined pursuant to the provisions of
Section 1.02, provided that, notwithstanding the aforesaid, Licensee may, at
Licensee's option, at any time prior to such 24th Floor License Termination
Date, terminate the 24th Floor License Agreement upon the giving of five (5)
days' prior written notice of such termination to Licensor and in the event such
notice of termination is given by Licensee to Licensor, the 24th Floor License
Agreement and 24th Floor License Agreement Term shall come to and end and expire
as of the date which is five (5) days next following the giving of such notice
and the 24th Floor License Termination Date shall be deemed to occur on such
date; and (2) except as otherwise amended by the aforesaid subdivision (1)
above, all other terms, covenants and conditions set forth in the 24th Floor
License Agreement shall remain in full force and effect.

                  SECTION 1.07 REBATE: Upon unconditional execution and delivery
of this Lease by Owner and Tenant and provided the License Fees as defined in
and then due and payable under the 24th Floor License Agreement and the 26th
Floor License Agreement (collectively, the "License Agreement") have been paid
by Licensee to Licensor, Tenant shall be entitled to a rebate in an amount equal
to (a) Eleven Thousand Three Hundred Sixty Three


                                       3
<PAGE>

and 49/100 ($11,363.49) Dollars per month multiplied by (b) the number of
months (or portions thereof) constituting the License Agreement Term (c) less
any and all sums due Licensor under the License Agreement (collectively, the
"REBATE AMOUNT"). Provided all License Fees then due and payable under the
License Agreement have been paid in full by Licensee to Licensor, Owner shall
pay to Tenant the Rebate Amount on or before the date which is seven (7)
business days next following the License Termination Date.

                                    ARTICLE 2

                                USE AND OCCUPANCY

              SECTION 2.01. GENERAL COVENANT OF USE: Tenant shall use and occupy
the Demised Premises for the following purpose: general, executive and
administrative offices.

              SECTION 2.02. NO ADVERSE USE: Tenant shall not use or occupy, or
permit the use or occupancy of, the Demised Premises or any part thereof, for
any purpose other than the purpose specifically set forth in Section 2.01, or in
any manner which, in Owner's judgment, (a) shall adversely affect or interfere
with (i) any services required to be furnished by Owner to Tenant or to any
other tenant or occupant of the Building, or (ii) the proper and economical
rendition of any such service, or (iii) the use or enjoyment of any part of the
Building by any other tenant or occupant, or (b) shall tend to impair the
character or dignity of the Building.

                                    ARTICLE 3

                                   ALTERATIONS

              SECTION 3.01. GENERAL ALTERATION COVENANTS: Tenant shall not make
or perform, or permit the making or performance of, any alterations,
installations, improvements, additions or other physical changes in or about the
Demised Premises (referred to collectively, as "ALTERATIONS" and individually as
an "ALTERATION") without Owner's prior consent in each instance. Owner agrees
not unreasonably to withhold its consent to other non-structural Alterations
that are proposed to be made by Tenant to adapt the Demised Premises for
Tenant's business purposes. Owner agrees that Tenant may, without Owner's prior
consent, make any merely decorative changes and other non-structural Alterations
in the Demised Premises the estimated cost of which, constituting a single
project, shall not exceed TWENTY THOUSAND and 00/100 ($20,000.00) DOLLARS and
which shall not affect the electrical, plumbing, heating, ventilation and air
conditioning systems in the Building or any portion of the Building outside the
Demised Premises. Notwithstanding the foregoing provisions of this Section or
Owner's consent to any Alterations, all Alterations shall be made and performed
in conformity with and subject to the following provisions:

                            A. All Alterations and decorations shall be made and
performed at Tenant's sole cost and expense except for Tenant's Initial
Installation to the extent of Owner's Work Contribution (defined in Article 38),
and in all instances, including Tenant's Initial Installation at such time and
in such manner as Owner may, from time to time, designate;

                            B. No Alteration shall adversely affect the
structural integrity of the Building;

                            C. Alterations shall be made only by contractors or
mechanics approved by Owner, such approval not unreasonably to be withheld
(notwithstanding the foregoing, all Alterations requiring mechanics in trades
with respect to which Owner has adopted or may hereafter adopt a list or lists
of approved contractors shall be made only by contractors selected by Tenant
from such list or lists provided there are at least three (3) contractors on
each such list and the prices charged by such contractors are competitive for
similar work in the Borough of Manhattan in comparable buildings;

                            D. No Alteration or decoration shall affect any part
of the Building other than the Demised Premises or adversely affect any service
required to be furnished by Owner to Tenant or to any other tenant


                                       4
<PAGE>

or occupant of the Building (including, without limitation, the Building-wide
standard systems required to provide elevator, heat, ventilation,
air-conditioning and electrical and plumbing services in the Building);

                            E. No Alteration shall reduce the value or utility
of the Building or any portion thereof;

                            F. No Alteration shall affect the Certificate of
Occupancy for the Building or the Demised Premises;

                            G. No Alteration or decoration shall affect the
outside appearance of the Building or the color or style of any venetian blinds
(except that Tenant may remove any venetian blinds provided that they are
promptly replaced by Tenant with blinds of a similar type, material and color);

                            H. All business machines and mechanical equipment
shall be placed and maintained by Tenant in settings sufficient, in Owner's
reasonable judgment, to absorb and prevent vibration, noise and annoyance to
other tenants or occupants of the Building;

                            I. Tenant shall submit to Owner detailed plans and
specifications stamped by Tenant's architect (including layout, architectural,
mechanical and structural drawings) for each proposed Alteration and shall not
commence any such Alteration without first obtaining Owner's approval of such
plans and specifications and following the completion of each Alteration, Tenant
shall submit to Owner a computerized "as built" drawing file for the Demised
Premises (or if the Demised Premises comprise more than one (1) floor, for each
floor of the Demised Premises being altered); such file will be in DXF format
and contain, on a separate layer, all ceilingheight partitions and doors within
the Demised Premises (or if the Demised Premises comprise more than one (1)
floor, within each floor of the Demised Premises being altered) Owner shall
respond to Tenant's request within twelve (12) business days after receipt of
said plans and specifications. If Owner disapproves of Tenant's Alterations,
Owner shall provide Tenant with a detailed reason for disapproving such
Alterations or if Owner conditionally approves same, such Alterations shall be
performed provided Tenant agrees to perform same as so conditioned;

                            J. Prior to the commencement of each proposed
Alteration, Tenant shall have procured and paid for and exhibited to Owner, so
far as the same may be required from time to time, all permits, approvals and
authorizations of all Governmental Authorities (as defined in Section 6.01.)
having or claiming jurisdiction;

                            K. Prior to the commencement of each proposed
Alteration and decoration, Tenant shall furnish to Owner duplicate original
policies of workmen's compensation insurance covering all persons to be employed
in connection with such Alteration or decoration, including those to be employed
by all contractors and subcontractors, and of comprehensive public liability
insurance (including property damage coverage) in which Owner, its agents, the
holder of any Mortgage (as defined in Section 7.01.) and any lessor under any
Superior Lease (as defined in Section 7.01.) shall be named as parties insured,
which policies shall be issued by companies, and shall be in form and amounts,
satisfactory to Owner and shall be maintained by Tenant until the completion of
such Alteration;

                            L. In the event Owner or its agents employ any
independent architect or engineer to examine any plans or specifications
submitted by Tenant to Owner in connection with any proposed Alteration, Tenant
agrees to pay to Owner a sum equal to any reasonable fees incurred by Owner in
connection therewith.

                            M. All fireproof wood test reports, electrical and
air conditioning certificates, and all other permits, approvals and certificates
required by all Governmental Authorities shall be timely obtained by Tenant and
submitted to Owner;


                                       5
<PAGE>

                            N. All Alterations and decorations, once commenced,
shall be made promptly and in a good and workmanlike manner;

                            O. Notwithstanding Owner's approval of plans and
specifications for any Alteration, all Alterations and decorations shall be made
and performed in full compliance with all Legal Requirements (as defined in
Section 6.01.) and with all applicable rules, orders, regulations and
requirements of the New York Board of Fire Underwriters and the New York Fire
Insurance Rating Organization or any similar body;

                            P. All Alterations and decorations shall be made and
performed in accordance with the Building Rules and Building Rules for
Alterations;

                            Q. All materials and equipment to be installed,
incorporated or located in the Demised Premises as a result of all Alterations
shall be first quality;

                            R. No materials or equipment shall be subject to any
lien, encumbrance, chat tel mortgage or title retention or security agreement of
any kind;

                            S. Tenant, before commencement of each Alteration
other than Tenant's Initial Installations, the estimated cost of which,
constituting a single project, shall exceed TWO HUNDRED FIFTY THOUSAND and
00/100 ($250,000.00) DOLLARS other than Tenant's Initial Installation (defined
in Article 38); shall furnish to Owner a performance bond or other security
satisfactory to Owner, in an amount at least equal to the estimated cost of such
Alteration, guaranteeing the performance and payment thereof.

                            T. Deleted;

                            U. Deleted;

                            V. Following the completion of each Alteration,
Tenant, at Tenant's expense, shall obtain certificates of final approval of such
Alteration required by any Governmental Authority and shall furnish Owner with
copies thereof.

                            W. Tenant agrees that Tenant will not install,
affix, add or paint in or on, nor permit, any work of visual art (as defined in
the Federal Visual Artists' Rights Act of 1990 or any successor law of similar
import) or other Alteration to be installed in or on, or affixed, added to, or
painted on, the interior or exterior of the Demised Premises, or any part
thereof, including, but not limited to, the walls, floors, ceilings, doors,
windows, fixtures and on land included as part of the Demised Premises, which
work of visual art or other Alteration would, under the provisions of the
Federal Visual Artists' Rights Act of 1990, or any successor law of similar
import, require the consent of the author or artist of such work or Alteration
before the same could be removed, modified, destroyed or demolished.

                            X. Owner represents that Owner has pre-approved
Tenant's use of SMA Interiors as Tenant's general contractor and Thomas Leeser
as Tenant's architect, provided same comply with the requirements of this
Article 3.

              SECTION 3.02. NO CONSENT TO CONTRACTOR/NO MECHANICS LIEN: Nothing
in this Lease shall be deemed or construed in any way as constituting the
consent or request of Owner, express or implied, by inference or otherwise, to
any contractor, subcontractor, laborer or materialmen, for the performance of
any labor or the furnishing of any material for any specific Alteration to, or
repair of, the Demised Premises, the Building, or any part of either. Any
mechanic's or other lien filed against the Demised Premises or the Building or
the Real Property for work claimed to have been done for, or materials claimed
to have been furnished to, Tenant or any person claiming through or under


                                       6
<PAGE>

Tenant or based upon any act or omission or alleged act or omission of Tenant
or any such person shall be discharged by Tenant, at Tenant's sole cost and
expense, within thirty (30) days after notice to Tenant of the filing of such
lien.

              SECTION 3.03. LABOR HARMONY: Tenant shall not, at any time prior
to or during the Demised Term, directly or indirectly employ, or permit the
employment of, any contractor, mechanic or laborer in the Demised Premises,
whether in connection with any Alteration or otherwise, if such employment will
interfere or cause any conflict with other contractors, mechanics, or laborers
engaged in the construction, maintenance or operation of the Building by Owner,
Tenant or others. In the event of any such interference or conflict, Tenant,
upon demand of Owner, shall cause all contractors, mechanics or laborers causing
such interference or conflict to leave the Building immediately.

              SECTION 3.04. COMPLIANCE WITH FIRE SAFETY: Without in any way
limiting the generality of the provisions of Section 3.01, all Alterations shall
be made and performed in full compliance with all standards and practices
adopted by Owner for fire safety in the Building. No Alteration shall affect all
or any part of any Class E Fire Alarm and Communication system installed in the
Demised Premises, except that in connection with any such Alteration Tenant may
relocate certain components of such system, provided (i) such relocation shall
be performed in a manner first approved by Owner, (ii) the new location of any
such component shall be first approved by Owner, (iii) prior to any such
relocation Tenant shall submit to Owner detailed plans and specifications
therefor which shall be first approved by Owner and (iv) Owner shall have the
election of relocating such components either by itself or by its contractors,
in which event all expenses incurred by Owner shall be reimbursed by Tenant upon
demand of Owner, as additional rent.

              SECTION 3.05. SPRINKLERS: As of the Commencement Date, the Demised
Premises shall contain a sprinkler system and notwithstanding anything to the
contrary set forth in Sections 5.01 and 6.01, Tenant, at Tenant's expense, shall
perform routine maintenance of, and shall repair and replace if necessary, said
sprinkler system and any replacements thereof, unless any such repair or
replacement is due to Owner's acts, omissions or negligence, in which event
Owner shall repair or replace same, at Owner's sole cost and expense. Tenant
shall also perform controlled inspections of said sprinkler system as and when
required by law and Owner shall give Tenant reasonable access to perform such
repairs, maintenance and inspections upon reasonable prior notice. Any sprinkler
system and any replacements thereof whether made at Tenant's expense or Owner's
expense, shall be deemed the property of Owner.

              SECTION 3.06. DELETED.

              SECTION 3.07. DISPUTE RESOLUTION: Any dispute with respect to the
reasonability of any failure or refusal of Owner to grant its consent or
approval to any request for such consent or approval pursuant to the provisions
of Section 3.01 with respect to which request Owner has agreed, in such Section
not unreasonably to withhold such consent or approval, shall be determined by
arbitration in accordance with the provisions of Article 36.

              SECTION 3.08. FIRE ALARM AND COMMUNICATION SYSTEM CONNECTION FEES:
In the event that Tenant, pursuant to the provisions of this Lease, including,
but not limited to, the provisions of this Article 3 and Article 6, connects any
of the following equipment to any Class E Fire Alarm and Communication system
installed in the Demised Premises, Tenant shall pay to Owner as a one (1) time
connection fee the following sums set forth opposite the equipment listed below
(which sums shall be subject to increases due to increases in the cost to Owner
of operating and maintaining such Class E Fire Alarm and Communication system
over such costs on the date of this Lease):

<TABLE>


<S>                                                                       <C>
              A.       Speakers in excess of 4 per
                       floor of the Demised Premises (or
                       if the Demised Premises contain
                       less than one (1) floor, in excess
                       of four in the Demised Premises)                           $500.00 per device

              B.       Strobe Lights (single unit)                        $100.00 per device


                                       7
<PAGE>

              C.       Combination Speaker/Strobe

                       light                                                      $250.00 per device

              D.       Duct Detectors (supplementary

                       air conditioning systems)                                  $500.00 per point

              E.       Smoke Detectors (multi-purpose)                            $500.00 per point

              F.       Preaction Sprinkler System:

                                                 waterflow                        $500.00 per point
                                                 tamper                           $500.00 per point

              G.       Warden Phone (additional)                                  $1,000.00 per unit

              H.       Fail Safe Door Release                                     $250.00 per connection

</TABLE>

              SECTION 3.09. ASBESTOS OR OTHER HAZARDOUS MATERIAL: A. In the
event that, at any time during the Demised Term, in connection with any
Alterations proposed to be performed by Tenant in the Demised Premises Tenant is
unable to obtain a New York City Department of Environmental Protection Form
ACP5 dated 9/91 (or any successor form) signed by a certified asbestos
investigator, or any other form or approval required by Federal, State, County
or Municipal authorities, indicating that said Alterations not constitute an
asbestos project, Owner agrees, upon notice from Tenant to such effect, to
perform such work as shall be required to enable Tenant to obtain any such form
or approval.

                            B. If any laws, orders, rules or regulations of any
Federal, State, County or Municipal authority require that any asbestos or other
hazardous material contained in or about the Demised Premises be removed or
dealt with in any particular manner, then it shall be Owner's obligation, at
Owner's expense, to remove or so deal with such asbestos or other hazardous
material in accordance with such laws, orders, rules and regulations.

                            C. Notwithstanding the provisions of subsections A
and B of this Section, in the event any work performed by Owner pursuant to the
provisions of either or both of such subsections is in any way disturbed or
damaged by Tenant or any person claiming through or under Tenant, or asbestos or
other hazardous material is installed in the Demised Premises by or on behalf of
Tenant, or any person claiming through or under Tenant, Owner shall have no
responsibility in connection therewith and no obligation to perform any work
with respect thereto, but it shall be Tenant's obligation, at Tenant's expense,
to (i) perform such work as shall be required to enable Tenant to obtain any
form or approval referred to in subsection A, and (ii) remove or so deal with
such asbestos or other hazardous material in accordance with all such laws,
orders, rules and regulations referred to in subsection B. Any work required to
be performed by Tenant pursuant to the provisions of the foregoing sentence is
referred to as the "Compliance Work", and for the purposes of Section 6.01, any
such work shall be deemed to be a non-structural Alteration. In the event Tenant
is required to perform any Compliance Work then, notwithstanding anything to the
contrary contained in this subsection C, Owner, at Owner's election, shall have
the option to itself perform any Compliance Work and, in such event, Tenant
shall pay to Owner all of Owner's reasonable costs in connection therewith
within thirty (30) days next following the rendition of a statement thereof by
Owner to Tenant.

                                    ARTICLE 4

                            OWNERSHIP OF IMPROVEMENTS

              SECTION 4.01. GENERAL RIGHTS OF OWNER AND TENANT : All
appurtenances, fixtures, improvements, additions and other property attached to
or installed in the Demised Premises, whether by Owner or Tenant or others, and
whether at Owner's expense, or Tenant's expense, or the joint expense of Owner
and Tenant, shall


                                       8
<PAGE>

be and remain the property of Owner, except that any such
fixtures, improvements, additions and other property installed at the sole
expense of Tenant with respect to which Tenant has not been granted any credit
or allowance by Owner, and which are removable without material damage to the
Demised Premises shall be and remain the property of Tenant and are referred to
as "TENANT'S PERSONAL PROPERTY". Any replacements of any property of Owner,
whether made at Tenant's expense or otherwise, shall be and remain the property
of Owner.

                                    ARTICLE 5

                                     REPAIRS

              SECTION 5.01. TENANT'S REPAIR OBLIGATIONS: Tenant shall take good
care of the Demised Premises (including, but not limited to, any Class E Fire
Alarm and Communication system and any sprinkler system installed therein and
any installations made or equipment installed therein as a result of any
requirement of New York City Local Law #16 of 1984 or any successor law or like
import) and, at Tenant's sole cost and expense, shall make all repairs and
replacements, ordinary and extraordinary, foreseen and unforeseen as and when
needed to preserve the Demised Premises (including, but not limited to, any
Class E Fire Alarm and Communication system and any sprinkler system installed
therein and any installations made or equipment installed therein as a result of
any requirement of New York City Local Law #16 of 1984 or any successor law of
like import) in good and safe working order and in first class repair and
condition, except that Tenant shall not be required to make any repairs or
replacements to the Demised Premises unless necessitated or occasioned by the
acts, omissions or negligence of Tenant or any person claiming through or under
Tenant or any of their servants, employees, contractors, agents, visitors or
licensees, or by the manner of use or occupancy of the Demised Premises by
Tenant or any such person (in contradistinction to the mere use or occupancy of
the Demised Premises for the purposes set forth in Section 2.01). Without
affecting Tenant's obligations set forth in the preceding sentence, Tenant, at
Tenant's sole cost and expense, shall also (i) make all repairs and
replacements, and perform all maintenance as and when necessary, to the lamps,
tubes, ballasts, and starters in the lighting fixtures installed in the Demised
Premises, (ii) make all repairs and replacements, as and when necessary, to
Tenant's Personal Property and to any Alterations made or performed by or on
behalf of Tenant or any person claiming through or under Tenant, and (iii) if
the Demised Premises shall include any space on any ground, street, mezzanine or
basement floor in the Building, make all replacements, as and when necessary, to
all windows and plate and other glass in, on or about such space, and obtain and
maintain, throughout the Demised Term, plate glass insurance policies issued by
companies, and in form and amounts, satisfactory to Owner, in which Owner, its
agents and any lessor under any ground or underlying lease shall be named as
parties insured, and (iv) perform all maintenance and make all repairs and
replacements, as and when necessary, to any air conditioning equipment, private
elevators, escalators, conveyors or mechanical systems (other than the
Building's stan dard equipment and systems) which may be installed in the
Demised Premises by Owner, Tenant or others. However, the provisions of the
foregoing sentence shall not be deemed to give to Tenant any right to install
air conditioning equipment, elevators, escalators, conveyors or mechanical
systems. All repairs and replacements made by or on behalf of Tenant or any
person claiming through or under Tenant shall be made and performed in
conformity with, and subject to the provisions of Article 3 and shall be at
least equal in quality and class to the original work or installation. The
necessity for, and adequacy of, repairs and replacements pursuant to this
Article 5 shall be measured by the standard which is appropriate for first class
office buildings of similar construction and class in the Borough of Manhattan,
City of New York.

              SECTION 5.02. Supplementing the provisions of Section 5.01, Owner,
at Owner's sole cost and expense, shall timely make (i) all structural repairs
to the Demised Premises as and when required, (ii) all repairs necessary to
furnish the plumbing, electrical, air conditioning, ventilating, heating and
elevator services required to be furnished by Owner to Tenant under the
provisions of Article 29, and (iii) all necessary repairs to the public portions
of the Building which affect Tenant's use and enjoyment of the Demised Premises,
except that Owner shall not be required to make any of the repairs referred to
in subdivision (i), (ii) or (iii) of this sentence if Tenant is obligated to
make such repairs pursuant to the provisions of Section 5.01. Notwithstanding
the foregoing provisions of this Section, Owner shall have no obligation to make
any repairs unless and until specific actual notice of the necessity therefor
shall have been given to Owner.


                                       9
<PAGE>

                                    ARTICLE 6

                              COMPLIANCE WITH LAWS

              SECTION 6.01. GENERAL COVENANTS: Tenant, at Tenant's sole cost and
expense, shall comply with all Legal Requirements (hereinafter defined) which
shall impose any duty upon Owner or Tenant with respect to the Demised Premises
or the use or occupation thereof, including, but not limited to, the
installation and maintenance of a sprinkler system to serve the Demised Premises
or any part thereof and any requirement that asbestos or other hazardous
material installed in the Demised Premises by Tenant or any person claiming
through or under Tenant be removed or dealt with in any particular manner,
except that Tenant shall not be required to make any structural Alterations in
order so to comply unless such Alterations shall be necessitated or occasioned,
in whole or in part, by the acts, omissions, or negligence of Tenant or any
person claiming through or under Tenant, or any of their servants, employees,
contractors, agents, visitors or licensees, or by manner of use or occupancy of
the Demised Premises by Tenant or by any such person (in contradistinction to
the mere use or occupancy of the Demised Premises for the purposes set forth in
Section 2.01). For all purposes of this Lease the term "LEGAL REQUIREMENTS"
shall mean all present and future laws, codes, ordinances, statutes,
requirements, orders and regulations, ordinary and extraordinary, foreseen and
unforeseen (including, but not limited to, the New York State Energy
Conservation Construction Code, New York City Local Laws #5 of 1973, #16 of 1984
and #58 of 1987 and the Americans with Disabilities Act, and any successor laws
of like import) of any Governmental Authority (hereinafter defined) and all
directions, requirements, orders and notices of violations thereof. For all
purposes of this Lease, the term "GOVERNMENTAL AUTHORITY" shall mean the United
States of America, the State of New York, the County of New York, the Borough of
Manhattan, the City of New York, any political subdivision thereof and any
agency, department, commission, board, bureau or instrumentality of any of the
foregoing, now existing or hereafter created, having jurisdiction over Owner,
Tenant, this Lease or the Real Property or any portion thereof. Any work or
installations made or performed by or on behalf of Tenant or any person claiming
through or under Tenant pursuant to the provisions of this Article shall be made
in conformity with, and subject to the provisions of Article 3. Any installation
of such sprinkler system shall be made in conformity with the provisions of
Section 3.05. Compliance with any requirement regarding asbestos or other
hazardous material shall be made in conformity with the provisions of Section
3.06.

              SECTION 6.02. TENANT'S COMPLIANCE WITH OWNER'S FIRE INSURANCE:
Tenant shall not do anything, or permit anything to be done, in or about the
Demised Premises which shall (i) invalidate or be in conflict with the
provisions of any fire and/or other insurance policies covering the Building or
any property located therein, or (ii) result in a refusal by fire insurance
companies of good standing to insure the Building or any such property in
amounts reasonably satisfactory to Owner, or (iii) subject Owner to any
liability or responsibility for injury to any person or property by reason of
any business operation being conducted in the Demised Premises, or (iv) cause
any increase in the fire insurance rates applicable to the Building or property
located therein at the beginning of the Demised Term or at any time thereafter.
Tenant, at Tenant's expense, shall comply with all present and future rules,
orders, regulations and/or requirements of the New York Board of Fire
Underwriters and the New York Fire Insurance Rating Organization or any similar
body and the issuer of any insurance obtained by Owner covering the Building
and/or the Real Property, whether ordinary or extraordinary, foreseen or
unforeseen, including, but not limited to, the installation and maintenance of a
sprinkler system to serve the Demised Premises or any part thereof, any
requirement that asbestos or other hazardous material installed in the Demised
Premises by Tenant or any person claiming through or under Tenant be removed or
dealt with in any particular manner and any requirement of New York City Local
Law #5 of 1973, #16 of 1984, #58 of 1987 and the Americans With Disabilities Act
or any successor laws of like import.

              SECTION 6.03. FIRE INSURANCE RATES: In any action or proceeding
wherein Owner and Tenant are parties, a schedule or "make up" of rates
applicable to the Building or property located therein issued by the New York
Fire Insurance Rating Organization, or other similar body fixing such fire
insurance rates, shall be conclusive evidence of the facts therein stated and of
the several items and charges in the fire insurance rates then applicable to the
Building or property located therein.


                                       10
<PAGE>

              SECTION 6.04. Notwithstanding anything contained in Sections 6.01,
6.02 or 6.03 to the contrary, Tenant shall not be deemed to have caused any
increase in the fire insurance rates applicable to the Building or property
located therein at the beginning of the Demised Term or at any time thereafter,
nor shall Tenant be required to make any Alterations in order to comply with any
rules, orders, regulations or requirements of the New York Board Organization or
any similar body, unless such rates are increased, or such Alterations shall be
necessitated or occasioned, in whole or in part, by the acts, omissions or
negligence of Tenant or any person claiming through or under Tenant, or any of
their servants, employees, contractors, agents, visitors or licensees, or by the
manner of use or occupancy of the Demised Premises by Tenant or any such persons
(in contradistinction to the mere use or occupancy of the Demised Premises for
the purposes set forth in Section 2.01).

                                    ARTICLE 7

                         SUBORDINATION, ATTORNMENT, ETC.

              SECTION 7.01. LEASE SUBORDINATION: This Lease and all rights of
Tenant under this Lease are, and shall remain, unconditionally subject and
subordinate in all respects to all ground and underlying leases now or hereafter
in effect affecting the Real Property or any portion thereof, and to all
mortgages which may now or hereafter affect such leases or the Real Property,
and to all advances made or hereafter to be made under such mortgages, and to
all renewals, modifications, consolidations, correlations, replacements and
extensions of, and substitutions for, such leases and mortgages (such leases as
above described are referred to herein collectively as the "SUPERIOR LEASE" and
such mortgages as above described are referred to herein collectively as the
"MORTGAGE"). The foregoing provisions of this Section shall be self-operative
and no further instrument of subordination shall be required. In confirmation of
such subordination, Tenant shall execute and deliver promptly any certificate or
other instrument which Owner, or any lessor under any Superior Lease, or any
holder of any Mortgage may request, and Tenant hereby, irrevocably constitutes
and appoints Owner and all such lessors and holders, acting jointly or
severally, as Tenant's agent and attorney-in-fact to execute any such
certificate or other instrument for or on behalf of Tenant. If, in connection
with obtaining financing with respect to the Building, the Real Property, or the
interest of the lessee under any Superior Lease, any recognized lending
institution shall request reasonable modifications of this Lease as a condition
of such financing, Tenant covenants not unreasonably to withhold or delay its
agreement to such modifications, provided that such modifications do not
increase the monetary obligations or materially increase the non-monetary
obligations, or materially and adversely affect the rights, of Tenant under this
Lease. No act or failure to act on the part of Owner which would entitle Tenant
under the terms of this Lease, or by law, to be relieved of Tenant's obligations
hereunder or to terminate this Lease shall result in a release or termination of
such obligations or a termination of this Lease unless (i) Tenant shall have
first given written notice of Owner's act or failure to act to the holder or
holders of any Mortgage and/or the lessor under any Superior Lease of whom
Tenant has been given written notice, specifying the act or failure to act on
the part of Owner which could or would give basis to Tenant's rights; and (ii)
the holder or holders of such Mortgage and/or the lessors under any Superior
Lease, after receipt of such notice, have failed or refused to correct or cure
the condition complained of within a reasonable time thereafter, but nothing
contained in this sentence shall be deemed to impose any obligation on any such
holder or lessor to correct or cure any such condition. "REASONABLE TIME" as
used above means and includes a reasonable time to obtain possession of the
Building if any such holder or lessor elects to do so (provided such holder or
lessor institutes proceedings to obtain possession within a reasonable time
after notice from Tenant pursuant to the foregoing provisions and conducts such
proceedings with reasonable diligence) and a reasonable time after so obtaining
possession to correct or cure the condition if such condition is determined to
exist (provided such holder or lessor commences said cure within ten (10) days
after obtaining possession and prosecutes the work required to cure with
reasonable diligence).

              SECTION 7.02. TENANT ATTORNMENT: If, at any time prior to the
expiration of the Demised Term, any Superior Lease under which Owner then shall
be the lessee shall terminate or be terminated for any reason, or the holder of
any Mortgage comes into possession of the Real Property or the Building or the
estate created by any Superior Lease by a receiver or otherwise, Tenant agrees,
at the election and upon demand of any owner of the Real Property,


                                       11
<PAGE>

or of the holder of any Mortgage so in possession, or of any lessee under any
Superior Lease covering the premises which include the Demised Premises, to
attorn, from time to time, to any such owner, holder, or lessee, upon the then
executory terms and conditions of this Lease, for the remainder of the term
originally demised in this Lease, provided that such owner, holder or lessee, as
the case may be, shall then be entitled to possession of the Demised Premises.
The provisions of this Section shall enure to the benefit of any such owner,
holder, or lessee, shall apply notwithstanding that, as a matter of law, this
Lease may terminate upon the termination of any Superior Lease, shall be
self-operative upon any such demand, and no further instrument shall be required
to give effect to said provisions. Tenant, however, upon demand of any such
owner, holder, or lessee, agrees to execute, from time to time, instruments in
confirmation of the foregoing provisions of this Section, satisfactory to any
such owner, holder, or lessee, acknowledging such attornment and setting forth
the terms and conditions of its tenancy. Nothing contained in this Section shall
be construed to impair any right otherwise exercisable by any such owner,
holder, or lessee. Notwithstanding anything to the contrary set forth in this
Article no such owner, holder or lessee shall be bound by (i) any payment of any
installment of Fixed Rent or increases therein or any additional rent which may
have been made more than thirty (30) days before the due date of such
installment, or (ii) any amendment or modification to this Lease which is made
without its consent.

              SECTION 7.03. TENANT ESTOPPEL CERTIFICATE: From time to time,
within ten (10) days next following Owner's request, Tenant shall deliver to
Owner a written statement executed and acknowledged by Tenant, in form
satisfactory to Owner, (i) stating that this Lease is then in full force and
effect and has not been modified (or if modified, setting forth the specific
nature of all modifications), and (ii) setting forth the date to which the Fixed
Rent has been paid, and (iii) stating whether or not, to the best knowledge of
Tenant, Owner is in default under this Lease, and, if Owner is in default,
setting forth the specific nature of all such defaults and (iv) stating that
Tenant has accepted and occupied the Demised Premises and all improvements
required to be made by Owner pursuant to the provisions of this Lease, have been
made, if such be the case. Tenant acknowledges that any statement delivered
pursuant to this Section may be relied upon by any purchaser or owner of the
Building, or of the Real Property, or any part thereof, or of Owner's interest
in the Building or the Real Property or any Superior Lease, or by the holder of
any Mortgage, or by any assignee of the holder of any Mortgage, or by any lessor
under any Superior Lease.

              SECTION 7.04. OWNER ASSIGNMENT OF LEASE AND RENTS: If Owner
assigns its interest in this Lease, or the rents payable hereunder, to the
holder of any Mortgage or the lessor under any Superior Lease, whether the
assignment shall be conditional in nature or otherwise, Tenant agrees that (a)
the execution thereof by Owner and the acceptance by such holder or lessor shall
not be deemed an assumption by such holder or lessor of any of the obligations
of the Owner under this Lease unless such holder or lessor shall, by written
notice sent to Tenant, specifically otherwise elect; and (b) except as
aforesaid, such holder or lessor shall be treated as having assumed Owner's
obligations hereunder only upon the foreclosure of such holder's Mortgage or the
termination of such lessor's Superior Lease and the taking of possession of the
Demised Premises by such holder or lessor, as the case may be.

              SECTION 7.05. OWNER'S ESTOPPEL CERTIFICATE: From time to time,
within ten (10) days next following Tenant's request, Owner shall deliver to
Tenant a written statement executed and acknowledged by Owner, in form
satisfactory to Tenant, (i) stating that this Lease is then in full force and
effect and has not been modified (or if modified, setting forth the specific
nature of all modifications), and (ii) setting forth the date to which the Fixed
Rent has been paid, and (iii) stating whether or not, to the best knowledge of
Owner, Tenant is in default under this Lease, and, if Tenant is in default,
setting forth the specific nature of all such defaults and (iv) stating that
Tenant has accepted and occupied the Demised Premises and all improvements
required to be made by Owner pursuant to the provisions of this Lease, have been
made, if such be the case.

              SECTION 7.06. SNDA REQUEST: Owner agrees within a reasonable time
after the execution and delivery of this Lease to use reasonable efforts at no
cost or expense to Owner to obtain from the then holder or holders of the
existing Mortgage a commercially reasonable agreement substantially to the
effect that in the event of any foreclosure of the existing Mortgage, such
holder or holders will not make Tenant a party-defendant to such foreclosure
(unless required by law in order to obtain jurisdiction, but in such event, no
judgment foreclosing this Lease will be sought) nor disturb its possession under
this Lease so long as there shall be no default by Tenant under this Lease
beyond applicable grace periods (any such agreement, or any agreement of similar
import, is referred to as a "Non-


                                       12
<PAGE>

Disturbance Agreement" and any provisions in any Mortgage substantially to the
same effect as those contained in a Non-Disturbance Agreement are referred to as
"Non-Disturbance Provisions"). At or about the time that Owner executes any
future Mortgage, Owner agrees to use reasonable efforts at no cost or expense to
Owner to obtain from the then holder or holders of such future Mortgage a
Non-Disturbance Agreement or include Non-Disturbance Provisions in such future
Mortgage. At or about the time that Owner executes any future Superior Lease of
the Real Property or the Building, Owner shall use reasonable efforts at no cost
or expense to Owner to obtain from the lessor thereof an agreement substantially
to the effect that in the event of the termination of such Superior Lease by
reason of the default or insolvency of the lessee thereunder, such lessor will
permit Tenant to attorn to such lessor and will not disturb its possession under
this Lease so long as there shall be no default by Tenant under this Lease
beyond applicable grace periods (any such agreement, or any agreement of similar
import, is referred to as a "Tenant Recognition Agreement" and any provisions in
any such Superior Lease substantially to the same effect as those contained in a
Tenant Recognition Agreement are referred to as "Tenant Recognition
Provisions"). If Owner is unable in good faith to obtain any such
Non-Disturbance Agreement, Non-Disturbance Provisions, Tenant Recognition
Agreement or Tenant Recognition Provisions, neither the validity of this Lease
nor the obligations of Tenant under this Lease shall be affected thereby and
Owner shall not be liable to Tenant for its failure to obtain any such
Non-Disturbance Agreement, Non-Disturbance Provisions, Tenant Recognition
Agreement or Tenant Recognition Provisions, it being intended that Owner's sole
obligation with respect to any Non-Disturbance Agreement, Non-Disturbance
Provisions, Tenant Recognition Agreement or Tenant Recognition Provisions, shall
be to use reasonable efforts at no cost or expense to Owner to obtain (a) within
a reasonable time after the execution and delivery of this Lease (with respect
to the existing Mortgage) and (b) at or about the date of execution of any
future Mortgage or Superior Lease (with respect to any future Mortgage or
Superior Lease) from the then holders of any Mortgage or the then lessor under
the Superior Lease, as the case may be, such Non-Disturbance Agreement (with
respect to the existing Mortgage) or such Non-Disturbance Agreement or include
Non-Disturbance Provisions in any future Mortgage or enter into such Tenant
Recognition Agreement or include Tenant Recognition Provisions in any future
Superior Lease, as the case may be. If required by the holder of any Mortgage or
by the lessor under any Superior Lease, Tenant shall promptly join in any
commercially reasonable Non-Disturbance Agreement or Tenant Recognition
Agreement to indicate its concurrence with the provisions thereof. Tenant will
pay any commercially reasonable fee charged by any holder or lessor for
preparing such Non-Disturbance Agreement or Provisions.

                                    ARTICLE 8

                               PROPERTY LOSS, ETC.

              SECTION 8.01. Any Building employee to whom any property shall be
entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's
agent with respect to such property and neither Owner nor Owner's agents shall
be liable for any loss of or damage to any such property by theft or otherwise.
Neither (i) the perfor mance by Owner, Tenant or others of any decorations,
repairs, alterations, additions or improvements in or to the Building or the
Demised Premises, nor (ii) the failure of Owner or others to make any such
decorations, repairs, alterations, additions or improvements, nor (iii) any
damage to the Demised Premises or to the property of Tenant, nor any injury to
any persons, caused by other tenants or persons in the Building, or by
operations in the construction of any private, public or quasi-public work, or
by any other cause, nor (iv) any latent defect in the Building or in the Demised
Premises, nor (v) any temporary (i.e., six (6) months or less) or permanent
closing, darkening or bricking up of any windows of the Demised Premises for any
reason whatsoever beyond Owner's reasonable control, nor any permanent closing,
darkening or bricking up of any such windows if required by law or in connection
with any construction upon adjacent property, nor (vi) any inconvenience or
annoyance to Tenant or injury to or interruption of Tenant's business by reason
of any of the events or occurrences referred to in the foregoing subdivisions
(i) through (v), shall constitute an actual or constructive eviction, in whole
or in part, or entitle Tenant to any abatement or diminution of rent, or relieve
Tenant from any of its obligations under this Lease, or impose any liability
upon Owner, or its agents, or any lessor under any Superior Lease, other than
such liability as may be imposed upon Owner by law for Owner's negligence or the
negligence of Owner's agents, servants or employees in the operation or
maintenance of the Building or for the breach by Owner of any express covenant
of this Lease on Owner's part to be performed. Tenant's taking possession of the


                                       13
<PAGE>

Demised Premises shall be conclusive evidence, as against Tenant, that, at the
time such possession was so taken, the Demised Premises and the Building were in
good and satisfactory condition.

                                    ARTICLE 9

                       DESTRUCTION-FIRE OR OTHER CASUALTY

              SECTION 9.01. OWNER'S REPAIR OBLIGATIONS: If the Demised Premises
shall be damaged by fire or other casualty and if Tenant shall give prompt
notice to Owner of such damage, Owner, at Owner's expense, shall repair such
damage. However, Owner shall have no obligation to repair any damage to, or to
replace, Tenant's Personal Property or any other property or effects of Tenant.
Except as otherwise provided in Section 9.03, if the entire Demised Premises
shall be rendered untenantable by reason of any such damage, the Fixed Rent and
any additional rent shall abate for the period from the date of such damage to
the date when such damage shall have been repaired, and if only a part of the
Demised Premises shall be so rendered untenantable, the Fixed Rent and Tenant's
Proportionate Share of payments pursuant to the provisions of Article 23 shall
abate for such period in the proportion which the area of the part of the
Demised Premises so rendered untenantable bears to the total area of the Demised
Premises. However, if, prior to the date when all of such damage shall have been
repaired, any part of the Demised Premises so damaged shall be rendered
tenantable and shall be used or occupied by Tenant or any person or persons
claiming through or under Tenant, then the amount by which the Fixed Rent shall
abate shall be equitably apportioned for the period from the date of any such
use or occupancy to the date when all such damage shall have been repaired.
Tenant hereby expressly waives the provisions of Section 227 of the New York
Real Property Law, and of any successor law of like import then in force, and
Tenant agrees that the provisions of this Article shall govern and control in
lieu thereof. Notwithstanding the foregoing provisions of this Section, if,
prior to or during the Demised Term, (i) the Demised Premises shall be totally
damaged or rendered wholly untenantable by fire or other casualty, and if Owner
shall decide not to restore the Demised Premises, or (ii) the Building shall be
so damaged by fire or other casualty that, in Owner's opinion, substantial
alteration, demolition, or reconstruction of the Building shall be required
(whether or not the Demised Premises shall have been damaged or rendered
untenantable), then, in any of such events, Owner, at Owner's option, may give
to Tenant, within ninety (90) days after such fire or other casualty, a ten (10)
days' notice of termination of this Lease and, in the event such notice is
given, this Lease and the Demised Term shall come to an end and expire (whether
or not said term shall have commenced) upon the expiration of said ten (10) days
with the same effect as if the date of expiration of said ten (10) days were the
Expiration Date, the Fixed Rent shall be apportioned as of such date and any
prepaid portion of Fixed Rent for any period after such date shall be refunded
by Owner to Tenant.

              SECTION 9.02. OWNER'S SUBROGATION WAIVER PROVISIONS: Owner shall
attempt to obtain and maintain, throughout the Demised Term, in Owner's fire
insurance policies covering the Building, provisions to the effect that such
policies shall not be invalidated should the insured waive, in writing, prior to
a loss, any or all right of recovery against any party for loss occurring to the
Building. In the event that at any time Owner's fire insurance carriers shall
exact an additional premium for the inclusion of such or similar provisions,
Owner shall give Tenant notice thereof. In such event, if Tenant agrees, in
writing, to reimburse Owner for such additional premium for the remainder of the
Demised Term, Owner shall require the inclusion of such or similar provisions by
Owner's fire insurance carriers. As long as such or similar provisions are
included in Owner's fire insurance policies then in force, Owner hereby waives
(i) any obligation on the part of Tenant to make repairs to the Demised Premises
necessitated or occasioned by fire or other casualty that is an insured risk
under such policies, and (ii) any right of recovery against Tenant, any other
permitted occupant of the Demised Premises, and any of their servants,
employees, agents or contractors, for any loss occasioned by fire or other
casualty which is an insured risk under such policies. In the event that at any
time Owner's fire insurance carriers shall not include such or similar
provisions in Owner's fire insurance policies, the waivers set forth in the
foregoing sentence shall, upon notice given by Owner to Tenant, be deemed of no
further force or effect.

              SECTION 9.03. TENANT NEGLIGENCE: Except to the extent expressly
provided in Section 9.02, nothing contained in this Lease shall relieve Tenant
of any liability to Owner or to its insurance carriers which Tenant may have
under law or the provisions of this Lease in connection with any damage to the
Demised Premises or the


                                       14
<PAGE>

Building caused by fire or other casualty. Notwithstanding the provisions of
Section 9.01, if any such damage, occurring after any date when the waivers set
forth in Section 9.02 are no longer in force and effect, is due to the fault or
neglect of Tenant, any person claiming through or under Tenant, or any of their
servants, employees, agents, contractors, visitors or licensees, then there
shall be no abatement of Fixed Rent by reason of such damage.

              SECTION 9.04. TENANT SUBROGATION WAIVER PROVISIONS: Tenant
acknowledges that it has been advised that Owner's insurance policies do not
cover Tenant's Personal Property or any other property of Tenant in the Demised
Premises; accordingly, it shall be Tenant's obligation to obtain and maintain
insurance covering its property in the Demised Premises and loss of profits
including, but not limited to, water damage coverage and business interruption
insurance. Tenant shall attempt to obtain and maintain, throughout the Demised
Term, in Tenant's fire and other insurance policies covering Tenant's Personal
Property and other property of Tenant in the Demised Premises, and Tenant's use
and occupancy of the Demised Premises, and/or Tenant's profits (and shall cause
any other permitted occupants of the Demised Premises to attempt to obtain and
maintain, in similar policies), provisions to the effect that such policies
shall not be invalidated should the insured waive, in writing, prior to a loss,
any or all right of recovery against any party for loss occasioned by fire or
other casualty which is an insured risk under such policies. In the event that
at any time the fire insurance carriers issuing such policies shall exact an
additional premium for the inclusion of such or similar provisions, Tenant shall
give Owner notice thereof. In such event, if Owner agrees, in writing, to
reimburse Tenant or any person claiming through or under Tenant, as the case may
be, for such additional premium for the remainder of the Demised Term, Tenant
shall require the inclusion of such or similar provisions by such insurance
carriers. As long as such or similar provisions are included in such insurance
policies then in force, Tenant hereby waives (and agrees to cause any other
permitted occupants of the Demised Premises to execute and deliver to Owner
written instruments waiving) any right of recovery against Owner, any lessors
under any Superior Leases, the holders of any Mortgage, and all other tenants or
occupants of the Building, and any servants, employees, agents or contractors of
Owner, or of any such lessor, or holder or any such other tenants or occupants,
for any loss occasioned by fire or other casualty which is an insured risk under
such policies. In the event that at any time such insurance carriers shall not
include such or similar provisions in any such insurance policy, the waiver set
forth in the foregoing sentence (or in any written instrument executed by any
other permitted occupant of the Demised Premises) shall, upon notice given by
Tenant to Owner, be deemed of no further force or effect with respect to any
insured risks under such policy from and after the giving of such notice. During
any period while any such waiver of right of recovery is in effect, Tenant, or
any other permitted occupant of the Demised Premises, as the case may be, shall
look solely to the proceeds of such policies to compensate Tenant or such other
permitted occupant for any loss occasioned by fire or other casualty which is an
insured risk under such policies.

              SECTION 9.05. A. Supplementing the provisions of Section 9.01, in
the event (a) the Demised Premises or Building shall be damaged by fire or other
casualty and Tenant shall be unable to use all or a material portion of the
Demised Premises as a result of such damage and (b) Owner shall not exercise the
right to terminate this Lease in accordance with the provisions of Section 9.01
and shall, accordingly, be obligated to repair any such damage, then, if such
damage is not repaired within three hundred sixty-five (365) days after the date
of such fire or other casualty (such three hundred sixty-five (365) days period
is referred to as the "RESTORATION PERIOD"), Tenant shall have the following
options:

                                     (i) to give to Owner within fifteen (15)
days next following the expiration of the Restoration Period a five (5) days'
notice of termination of this Lease, or

                                     (ii) to extend the Restoration Period for a
further period of one (1) month by notice given to Owner within fifteen (15)
days after the expiration of the initial Restoration Period. In the event Tenant
shall have given such notice to Owner extending the initial Restoration Period
and if such damage shall not have been repaired by Owner within any extended
Restoration Period, Tenant shall have the options to (a) further extend the
Restoration Period for further successive periods of one (1) month, by notice
given to Owner within fifteen (15) days after the expiration of any extended
Restoration Period or (b) to give Owner, within fifteen (15) days after the
expiration of any such extended Restoration Period a five (5) days' notice of
termination of this Lease.


                                       15
<PAGE>

                            B. Notwithstanding anything to the contrary
contained in the provisions of subsection A of this Section 9.05, in the event
that an independent architect shall determine that the repair of such damage to
the Demised Premises or Building will reasonably require a period longer than
three hundred sixty-five (365) days, Owner shall, within sixty (60) days after
the date of such fire or casualty, give a notice to Tenant extending the initial
Restoration Period to the date upon which Owner estimates that such repair to
the Demised Premises or Building shall be completed. In the event Owner shall
give such a notice under this subsection B, then, the initial Restoration Period
set forth in subsection A of this Section 9.05, shall be so extended and (b)
Tenant shall have the further option to give to Owner a five (5) days' notice of
termination of this Lease within thirty (30) days next following the giving of
such notice under this subsection B by Owner to Tenant extending the initial
Restoration Period.

                            C. In the event that Tenant shall fail to give any
such notice within the time periods set forth therein, Tenant shall be deemed to
have given to Owner a notice pursuant to subdivision (ii) of subsection A of
this Section 9.05 extending the Restoration Period provided, however, that any
five (5) days' notice of termination given by Tenant pursuant to the provisions
of subsection B of this Section 9.05 beyond the thirty (30) day period provided
therein shall be void and of no force and effect.

                         D. In the event that Tenant shall give to Owner within
the applicable time periods set forth in the foregoing provisions of this
Section a five (5) days' notice of termination of this Lease, this Lease and the
Demised Term shall come to an end and expire upon the expiration of said five
(5) days with the same effect as if the date of expiration of said five (5) days
were the Expiration Date, the Fixed Rent and all increases thereof shall be
apportioned as of the casualty date, and any prepaid portion of Fixed Rent for
any period after such date shall be refunded by Owner to Tenant.

                         E. Nothing contained in the foregoing provisions of
this Section 9.05 shall be deemed to affect the rights of Owner to give to
Tenant a thirty (30) days' notice of termination of this Lease in accordance
with the provisions of subdivision (i) of Section 9.01 and the provisions of
subdivision (ii) of Section 9.01.

                         F. If there is less than one (1) year of the Demised
Term remaining at the time of such damage, the Restoration Period shall be
deemed reduced to one hundred twenty (120) days.

                                   ARTICLE 10

                                 EMINENT DOMAIN

              SECTION 10.01. TAKING OF THE DEMISED PREMISES: If the whole of the
Demised Premises shall be acquired for any public or quasi-public use or
purpose, whether by condemnation or by deed in lieu of condemnation, this Lease
and the Demised Term shall end as of the date of the vesting of title with the
same effect as if said date were the Expiration Date. If only a part of the
Demised Premises shall be so acquired or condemned then, except as otherwise
provided in this Section, this Lease and the Demised Term shall continue in
force and effect but, from and after the date of the vesting of title, the Fixed
Rent and Tenant's Proportionate Share pursuant to the provisions of Article 23
shall be reduced in the proportion which the area of the part of the Demised
Premises so acquired or condemned bears to the total area of the Demised
Premises immediately prior to such acquisition or condemnation. If only a part
of the Real Property shall be so acquired or condemned, then (i) whether or not
the Demised Premises shall be affected thereby, Owner, at Owner's option, may
give to Tenant, within sixty (60) days next following the date upon which Owner
shall have received notice of vesting of title, a ten (10) days' notice of
termination of this Lease, and (ii) if the part of the Real Property so acquired
or condemned shall contain more than ten (10%) percent of the total area of the
Demised Premises immediately prior to such acquisition or condemnation, or if,
by reason of such acquisition or condemnation, Tenant no longer has reasonable
means of access to the Demised Premises, Tenant, at Tenant's option, may give to
Owner, within sixty (60) days next following the date upon which Tenant shall
have received notice of vesting of title, a ten (10) days' notice of termination
of this Lease. In the event any such ten (10) days' notice of termination is
given, by Owner or Tenant, this Lease and the Demised Term shall come to an end
and expire upon the expiration of said ten (10) days


                                       16
<PAGE>

with the same effect as if the date of expiration of said ten (10) days were the
Expiration Date. If a part of the Demised Premises shall be so acquired or
condemned and this Lease and the Demised Term shall not be terminated pursuant
to the foregoing provisions of this Section, Owner, at Owner's expense, shall
restore that part of the Demised Premises not so acquired or condemned to a
self-contained rental unit. In the event of any termination of this Lease and
the Demised Term pursuant to the provisions of this Section, the Fixed Rent
shall be apportioned as of the date of such termination and any prepaid portion
of Fixed Rent for any period after such date shall be refunded by Owner to
Tenant.

              SECTION 10.02. CONDEMNATION AWARD OR CLAIMS: In the event of any
such acquisition or condemnation of all or any part of the Real Property, Owner
shall be entitled to receive the entire award for any such acquisition or
condemnation, Tenant shall have no claim against Owner or the condemning
authority for the value of any unexpired portion of the Demised Term and Tenant
hereby expressly assigns to Owner all of its right in and to any such award.
Nothing contained in this Section shall be deemed to prevent Tenant from making
a claim in any condemnation proceedings for the value of any items of Tenant's
Personal Property which are compensable, in law, as trade fixtures.

                                   ARTICLE 11

                            ASSIGNMENT AND SUBLETTING

              SECTION 11.01. GENERAL COVENANT: Tenant, for itself, its heirs,
distributees, executors, administrators, legal representatives, successors and
assigns, covenants that, without the prior consent of Owner in each instance, it
shall not (i) assign whether by merger, consolidation or otherwise, mortgage or
encumber its interest in this Lease, in whole or in part, or (ii) sublet, or
permit the subletting of, the Demised Premises or any part thereof, or (iii)
permit the Demised Premises or any part thereof to be occupied, or used for desk
space (other than by Tenant's affiliates as defined in Section 11.06), mailing
privileges or otherwise, by any person other than Tenant. The sale, pledge,
transfer or other alienation of (a) any of the issued and outstanding capital
stock of any corporate Tenant (unless such stock is publicly traded on a
recognized security exchange or over-the counter market) or (b) any interest in
any partnership, limited liability company or joint venture or other business
entity comprising Tenant, however accomplished, and whether in a single
transaction or in a series of related and/or unrelated transactions, shall be
deemed for the purposes of this Section as an assignment of this Lease which
shall require the prior consent of Owner in each instance.

              SECTION 11.02. OWNER'S RIGHTS UPON ASSIGNMENT: If Tenant's
interest in this Lease is assigned, whether or not in violation of the
provisions of this Article, Owner may collect rent from the assignee; if the
Demised Premises or any part thereof are sublet to, or occupied by, or used by,
any person other than Tenant, whether or not in violation of this Article,
Owner, after default by Tenant under this Lease, may collect rent from the
subtenant, user or occupant. In either case, Owner shall apply the net amount
collected to the rents reserved in this Lease, but neither any such assignment,
subletting, occupancy, or use, whether with or without Owner's prior consent,
nor any such collection or application, shall be deemed a waiver of any term,
covenant or condition of this Lease or the acceptance by Owner of such assignee,
subtenant, occupant or user as tenant. The consent by Owner to any assignment,
subletting, occupancy or use shall not relieve Tenant from its obligation to
obtain the express prior consent of Owner to any further assignment, subletting,
occupancy or use. If this Lease is assigned to any person or entity pursuant to
any proceeding of the type referred to in Subsections 16.01(c) and 16.01(d), any
and all monies or other consideration payable or otherwise to be delivered in
connection with such assignment shall be paid or delivered to Owner, shall be
and remain the exclusive property of Owner and shall not constitute property of
Tenant or of the estate of Tenant within the meaning of any proceeding of the
type referred to in Subsections 16.01(c) and 16.01(d). Any and all monies or
other considerations constituting Owner's property under the preceding sentence
not paid or delivered to Owner shall be held in trust for the benefit of Owner
and shall be promptly paid to or turned over to Owner. Any person or entity to
which this Lease is assigned pursuant to any proceeding of the type referred to
in Subsections 16.01(c) and 16.01(d) shall be deemed without further act or deed
to have assumed all of the obligations arising under this Lease on and after the
date of such assignment. Any such assignee shall execute and deliver to Owner
upon demand an instrument confirming such assumption. The listing of any name
other than that of Tenant on any door of the Demised Premises or on any
directory


                                       17
<PAGE>

or in any elevator in the Building, or otherwise, shall not operate to vest in
the person so named any right or interest in this Lease or in the Demised
Premises, or the Building, or be deemed to constitute, or serve as a substitute
for, any prior consent of Owner required under this Article, and it is
understood that any such listing shall constitute a privilege extended by Owner
which shall be revocable at Owner's will by notice to Tenant. Tenant agrees to
pay to Owner reasonable counsel fees incurred by Owner in connection with any
proposed assignment of Tenant's interest in this Lease or any proposed
subletting of the Demised Premises or any part thereof. Neither any assignment
of Tenant's interest in this Lease nor any subletting, occupancy or use of the
Demised Premises or any part thereof by any person other than Tenant, nor any
collection of rent by Owner from any person other than Tenant as provided in
this Section, nor any application of any such rent as provided in this Section
shall, in any circumstances, relieve Tenant of its obligation fully to observe
and perform the terms, covenants and conditions of this Lease on Tenant's part
to be observed or performed.

              SECTION 11.03. SUBLET RIGHTS: A. (1) As long as Tenant is not in
default under any of the terms, covenants or conditions of this Lease on
Tenant's part to be observed or performed, Owner agrees not to unreasonably
withhold, condition or delay Owner's prior consent to sublettings by Tenant of
all or parts of the Demised Premises to not more than two (2) subtenants per
floor. Each such subletting shall be for undivided occupancy by the subtenant of
that part of the Demised Premises affected thereby, for the use expressly
permitted in this Lease, and at no time shall there be more than three (3)
occupants, including Tenant, on any one floor.

                            (2) Without Owner's prior consent, Tenant shall not
(a) negotiate or enter into a proposed subletting with any tenant, subtenant or
occupant of any space in the Building or (b) list or otherwise publicly
advertise the Demised Premises or any part thereof for subletting at a rental
lower than the higher of (i) the Fixed Rent then in effect under this Lease,
allocable to the space sought to be sublet or (ii) the rental at which the Owner
is then offering to rent comparable space in the Building.

                            (3) At least thirty (30) days prior to any proposed
subletting, Tenant shall submit to Owner a statement (the "PROPOSED SUBLET
STATEMENT") containing the name and address of the proposed subtenant, the
nature of the proposed subtenant's business and its current financial status, if
such status is obtained or obtainable by Tenant, and all of the principal terms
and conditions of the proposed subletting including, but not limited to, the
proposed commencement and expiration dates of the term thereof. Unless the
proposed sublet area shall constitute only an entire floor (or floors), the
Proposed Sublet Statement shall be accompanied by a floor plan delineating the
proposed sublet area.

                            (4) Owner may arbitrarily withhold consent to a
proposed subletting if, (a) in Owner's reasonable judgment, the occupancy of the
proposed subtenant will tend to impair the character or dignity of the Building
or impose any additional burden upon Owner in the operation of the Building, or
(b) the proposed subtenant shall be a person or entity with whom Owner is then
negotiating or discussing to lease space in the Building.

                            (5) In the event of any dispute between Owner and
Tenant as to the reasonableness of Owner's failure or refusal to consent to any
subletting, such dispute shall be submitted to arbitration in accordance with
the provisions of Article 36.

                            (6) Any Sublease consented to by Owner must conform
to the information contained in the Proposed Sublet Statement and shall
expressly provide that (a) the subtenant shall obtain provisions in its
insurance policies to the effect that such policies shall not be invalidated
should the insured waive, in writing, prior to a loss, any or all right of
recovery against any party for loss occasioned by fire or other casualty which
is an insured risk under such policies, as set forth in Section 9.04, and (b) in
the event of the termination, re-entry or dispossess of Tenant by Owner under
this Lease, Owner may, at its option, take over all of the right, title and
interest of Tenant, as sublessor under the sublease, and such subtenant shall,
at Owner's option, attorn to Owner pursuant to the then executory provisions of
such sublease, except that Owner shall not (i) be liable for any act or omission
of Tenant under such sublease prior to such attornment by subtenant, (ii) be
subject to any offset which accrued to such subtenant


                                       18
<PAGE>

against Tenant, (iii) be bound by any previous modification of such sublease or
by any previous prepayment of more than one month's rent unless such
modification or prepayment was previously approved by Owner, (iv) be bound by
any covenant to undertake or complete any construction of the premises, or any
portion thereof, demised by such sublease and (v) be bound by any obligation to
make any payment to or on behalf of the subtenant, except for services, repairs,
maintenance and restoration provided for under the sublease to be performed
after the date of such termination, re-entry or dispossess by Owner under this
Lease and to which Owner is expressly required to perform under this Lease with
respect to the subleased space at Owner's expense, it being expressly
understood, however, that Owner shall not be bound by any obligation to make
payment to or on behalf of a subtenant with respect to construction performed by
or on behalf of such subtenant in the subleased premises. Tenant shall reimburse
Owner on demand for any costs or expense that may be incurred by Owner's review
of any Proposed Sublet Statement or in connection with any sublease consented to
by Owner, including, without limitation, any reasonable processing fee,
reasonable attorneys' fees and disbursements and the reasonable costs of making
investigations as to the acceptability of the proposed subtenant.

                            B. Notwithstanding the foregoing provisions of this
Section 11.03, Owner shall have the following rights with respect to each
proposed subletting by Tenant:

                                (1) In the event Tenant proposes to sublet all
or substantially all of the Demised Premises, Owner, at Owner's option, may give
to Tenant, within thirty (30) days after the submission by Tenant to Owner of
the Proposed Sublet Statement, a notice terminating this Lease on the date
(referred to as the "EARLIER TERMINATION DATE") immediately prior to the
proposed commencement date of the term of the proposed subletting, as set forth
in such statement, and, in the event such notice is given, this Lease and the
Demised Term shall come to an end and expire on the Earlier Termination Date
with the same effect as if it were the Expiration Date, the Fixed Rent shall be
apportioned as of said Earlier Termination Date and any prepaid portion of Fixed
Rent for any period after such date shall be refunded by Owner to Tenant; or

                                (2) In the event Tenant proposes to sublet all
or any portion of the Demised Premises, Owner, at Owner's option, may give to
Tenant, within thirty (30) days after the submission by Tenant to Owner, of the
Proposed Sublet Statement, a notice electing to eliminate such portion of the
Demised Premises (said portion is referred to as the "ELIMINATED SPACE") from
the Demised Premises during the period (referred to as the "ELIMINATION PERIOD")
commencing on the date (referred to as "ELIMINATION DATE") immediately prior to
the proposed commencement date of the term of the proposed subletting, as set
forth in the Proposed Sublet Statement, and ending on the proposed expiration
date of the term of the proposed subletting, as set forth in the Proposed Sublet
Statement, and in the event such notice is given the following shall apply:

                           (a) The Eliminated Space shall be eliminated from the
                  Demised Premises during the Elimination Period;

                           (b) Tenant shall surrender the Eliminated Space to
                  Owner on or prior to the Elimination Date in the same manner
                  as if said Date were the Expiration Date;

                           (c) If the Eliminated Space shall constitute less
                  than an entire floor, (i) Owner, at Owner's expense, shall
                  have the right to make any alterations and installations in
                  the Demised Premises required, in Owner's judgment, reasonably
                  exercised, to make the Eliminated Space a self-contained
                  rental unit with access through corridors to the elevators and
                  core toilets serving the Eliminated Space, and if the Demised
                  Premises shall contain any core toilets (for the purposes of
                  this Article core toilets shall be deemed to include any
                  unisex toilets) or any corridors (including any corridors
                  proposed to be constructed by Owner pursuant to this
                  subdivision (c), providing access from the Eliminated Space to
                  the core area), (ii) Owner and any tenant or other occupant of
                  the Eliminated Space shall have the right to use such toilets
                  and corridors in common with Tenant and any other permitted
                  occupants of the Demised Premises, and the right to install
                  signs and directional indicators in or about such corridors
                  indicating the name and location of such tenant or other
                  occupant;


                                       19
<PAGE>

                           (d) During the Elimination Period, the Fixed Rent and
                  additional rent and the Demised Premises Area (as defined in
                  Article 23), shall each be reduced in the proportion which the
                  area of the Eliminated Space bears to the total area of the
                  Demised Premises immediately prior to the Elimination Date
                  (including an equitable portion of the area of any corridors
                  referred to in subdivi sion (c) of this Subsection 11.03.B.(2)
                  as part of the area of the Eliminated Space for the purpose of
                  computing such reduction), and in the event that the
                  Eliminated Space shall be the entire Demised Premises, during
                  the Elimination Period, Tenant shall have no rights with
                  respect to the Demised Premises nor any obligations with
                  respect to the Demised Premises, including, but not limited
                  to, any obligations to pay Fixed Rent or any increases therein
                  or any additional rent, and any prepaid portion of Fixed Rent
                  for any period after the Elimination Date allocable to the
                  Elimination Space shall be refunded by Owner to Tenant;

                           (e) There shall be an equitable apportionment of any
                  increase in the Fixed Rent pursuant to Article 23 for the
                  Escalation Year and Tax Escalation Year (as defined in Article
                  23) in which said Elimination Date shall occur;

                           (f) If the Elimination Period shall end prior to the
                  Expiration Date, the Eliminated Space, in its then existing
                  condition, shall be deemed restored to and once again a part
                  of the Demised Premises during the period (referred to as the
                  "RESTORATION PERIOD") commencing on the date next following
                  the expiration of the Elimination Period and ending on the
                  Expiration Date;

                           (g) During the Restoration Period, if any, the Fixed
                  Rent and the Demised Premises Area shall each be increased in
                  the proportion which the area of the Eliminated Space bears to
                  the total area of the Demised Premises immediately prior to
                  the commencement of the Restoration Period (including an
                  equitable portion of the area of any corridors referred to in
                  subdivision (c) of this Subsection 11.03.B.(2) as a part of
                  the area of the Eliminated Space for the purpose of computing
                  such increase) and in the event that the Eliminated Space
                  shall be the entire Demised Premises, during the Restoration
                  Period, the Demised Premises, in its then existing condition,
                  shall be deemed restored to Tenant and Tenant shall have all
                  rights with respect to the Demised Premises which are set
                  forth in this Lease and all obligations with respect to the
                  Demised Premises which are set forth in this Lease, including,
                  but not limited to, the obligations for the payment of Fixed
                  Rent and any increases therein (as it would have been adjusted
                  if Tenant occupied the Demised Premises during the Elimination
                  Period) and any additional rent; and

                           (h) There shall be an equitable apportionment of any
                  increase in the Fixed Rent pursuant to Article 23 for the
                  Escalation Year and Tax Escalation Year in which the
                  Restoration Period, if any, shall commence.

                           However, notwithstanding the foregoing, Owner and
                  Tenant acknowledge the possibility that all or any of the
                  tenants or occupants of the Eliminated Space may not have
                  vacated and surrendered all or any portions of the Eliminated
                  Space to Owner by the commencement of the Restoration Period;
                  accordingly, notwithstanding anything to the contrary
                  contained in the foregoing provisions of this Subsection B,
                  the following shall apply:

                           (x) the Restoration Period applicable to the
                  Eliminated Space shall commence on the commencement date of
                  the Restoration Period with respect to those portions, if any,
                  of the Eliminated Space which are vacant on the commencement
                  of the Restoration Period and with respect to those portions,
                  if any, of the Eliminated Space which are not vacant on the
                  commencement of the Restoration Period on the respective later
                  date or dates upon which such portions of the Eliminated Space
                  become vacant and Owner gives notice to Tenant of such vacancy
                  but the Expiration Date shall not be affected thereby, the
                  increases in the Fixed Rent and the Demised Premises Area,
                  shall be equitably adjusted to reflect the fact that all or
                  any portions of the Eliminated Space have not been


                                       20
<PAGE>

                  restored to Tenant on the commencement of the Restoration
                  Period but are restored to Tenant and included back in the
                  Demised Premises on a date or dates after the commencement of
                  the Restoration Period;

                           (y) except as expressly set forth in this Subsection
                  11.03.B. to the contrary, neither the validity of this Lease
                  nor the obligations of Tenant under this Lease shall be
                  affected thereby; and

                           (z) Tenant waives any rights to rescind this Lease
                  and to recover any damages which may result from the failure
                  of Owner to deliver possession of all or any portions of the
                  Eliminated Space on the commencement of the Restoration
                  Period; Owner agrees to institute within thirty (30) days
                  after the commencement of the Restoration Period, possession
                  proceedings against any tenants and occupants who have not so
                  vacated and surrendered all or any portions of the Eliminated
                  Space, and agrees to prosecute such proceedings with
                  reasonable diligence.

At the request of Owner, Tenant shall execute and deliver an instrument or
instruments, in form reasonably satisfactory to Owner and Tenant, setting forth
any modifications to this Lease contemplated in or resulting from the operation
of the foregoing provisions of this Subsection 11.03; however, neither Owner's
failure to request any such instrument nor Tenant's failure to execute or
deliver any such instrument shall vitiate the effect of the foregoing provisions
of this Section. The failure by Owner to exercise any option under this Section
11.03 with respect to any subletting shall not be deemed a waiver of such option
with respect to any extension of such subletting or any subsequent subletting of
the premises affected thereby or any other portion of the Demised Premises.
Tenant agrees to indemnify Owner from all loss, cost, liability, damage and
expense, including, but not limited to, reasonable counsel fees and
disbursements, arising from any claims against Owner by any broker or other
person, for a brokerage commission or other similar compensation in connection
with any such proposed subletting, in the event (a) Owner shall (i) fail or
refuse to consent to any proposed subletting, or (ii) exercise any of its
options under this Section 11.03, or (b) any proposed subletting shall fail to
be consummated for any reason whatsoever.

                            C. Tenant agrees that (1) fifty (50%) percent of any
increase in the rental value of the Demised Premises over and above the Fixed
Rent payable pursuant to the provisions of this Lease, as such Fixed Rent may be
increased from time to time pursuant to the provisions of this Lease, and (2)
fifty (50%) percent of any consideration paid to Tenant or any subtenant or
other person claiming through or under Tenant in connection with an assignment
of Tenant's interest in this Lease or the interest of any subtenant or other
person claiming through or under Tenant under any sublease whether or not such
assignment shall be effected with court approval in a proceeding of the types
described in Subsection 16.01(c) or (d), or in any similar proceeding, or
otherwise, shall accrue to the benefit of Owner and not to the benefit of
Tenant, or of any subtenant or other person claiming through or under Tenant, or
of the creditors of Tenant or of any such subtenant or other person claiming
through or under Tenant. Accordingly, Tenant agrees that if Owner shall fail to
exercise its option to sooner terminate this Lease in connection with any
proposed subletting by Tenant of all or substantially all of the Demised
Premises, or its option to eliminate the Demised Premises or to eliminate from
the Demised Premises any portion thereof, in connection with any proposed
subletting by Tenant of the entire Demised Premises or any portion thereof, or
if any subtenant or other person claiming through or under Tenant shall sublet
all or any portion of the Demised Premises, Tenant shall pay to Owner a sum
equal to fifty (50%) percent of any Subletting Profit, as such term is
hereinafter defined. All rentals and other sums (including, but not limited to,
sums payable for the sale or rental of any fixtures, leasehold improvements,
equipment, furniture or other personal property, less, in the case of the sale
thereof, the then net unamortized [on a straight-line basis over the term of
this Lease or, in the event of a further subletting, over the term of the
initial sublease, as the case may be] cost thereof, which were provided and
installed in the sublet premises at the sole cost and expense of Tenant or such
subtenant or other person claiming through or under Tenant and for which no
allowance or other credit has been given by Owner) payable by any subtenant to
Tenant or to any subtenant or other person claiming through or under Tenant in
connection with (i) any subletting of the entire Demised Premises in excess of
the Fixed Rent then payable by Tenant to Owner under this Lease, or (ii) any
subletting of a portion of the Demised Premises in excess of that proportion of
the Fixed Rent applicable to the floor on which the portion of the Demised
Premises so sublet is located payable by Tenant to Owner under this Lease which
the area of the portion of the Demised Premises so sublet bears to the total
area of the


                                       21
<PAGE>

Demised Premises on said floor on which the portion of the Demised Premises so
sublet is located, are referred to, in the aggregate, as "SUBLETTING PROFIT"; in
computing any Subletting Profit it shall be deemed that the rental reserved
under any such subletting shall commence to accrue as of the commencement of the
term of such subletting even if such rental actually commences to accrue as of a
date subsequent to such commencement, and there shall first be deducted from
such excess a reasonable brokerage commission, if any such commission shall be
incurred by Tenant or any such subtenant or other person claiming through or
under Tenant in connection with such subletting which deduction for such
brokerage commission shall be amortized on a straight-line basis over the entire
term of such subletting, reasonable counsel fees, the reasonable cost of
altering the sublet space, any reasonable rental concessions and so called
take-over obligations and other reasonable expense incurred in connection with
such subletting. Tenant agrees that if Tenant, or any subtenant or other person
claiming through or under Tenant, shall assign or have assigned its interest as
Tenant under this Lease or its interest as subtenant under any sublease, as the
case may be, whether or not such assignment shall be effected with court
approval in a proceeding of the types described in Subsections 16.01(c) or (d),
or in any similar proceeding, or otherwise, Tenant shall pay to Owner a sum
equal to fifty (50%) percent any consideration payable to Tenant or any
subtenant or other person claiming through or under Tenant for such assignment.
All sums payable hereunder to Tenant shall be paid to Owner as additional rent
immediately upon such sums becoming paid to Tenant or to any subtenant or other
person claiming through or under Tenant and, if requested by Owner, Tenant shall
promptly enter into a written agreement with Owner setting forth the amount of
such sums to be paid to Owner, however, neither Owner's failure to request the
execution of such agreement nor Tenant's failure to execute such agreement shall
vitiate the provisions of this Section. For the purposes of this Article, a
trustee, receiver or other representative of the Tenant's or any subtenant's
estate under any federal or state bankruptcy act shall be deemed a person
claiming through or under Tenant.

                            D. Neither Owner's consent to any subletting nor
anything contained in this Section shall be deemed to grant to any subtenant or
other person claiming through or under Tenant the right to sublet all or any
portion of the Demised Premises or to permit the occupancy of all or any portion
of the Demised Premises by others. Neither any subtenant referred to in this
Section nor its heirs, distributees, executors, administrators, legal
representatives, successors nor assigns, without the prior consent of Owner in
each instance, shall (i) assign, whether by merger, consolidation or otherwise,
mortgage or encumber its interest in any sublease, in whole or in part, or (ii)
sublet, or permit the subletting of, that part of the Demised Premises affected
by such subletting or any portion thereof, or (iii) permit such part of the
Demised Premises affected by such subletting or any portion thereof to be
occupied or used for desk space, mailing privileges or otherwise, by any person
other than such subtenant and any sublease shall provide that any violation of
the foregoing provisions of this sentence shall be an event of default
thereunder. The sale, pledge, transfer or other alienation of (a) any of the
issued and outstanding capital stock of any corporate subtenant (unless such
stock is publicly traded on any recognized security exchange or over-the-counter
market) or (b) any interest in any partnership or joint venture subtenant,
however accomplished, and whether in a single transaction or in a series of
related or unrelated transactions, shall be deemed for the purposes of this
Section to be an assignment of such sublease which shall require the prior
consent of Owner in each instance and any sublease shall so provide.

              SECTION 11.04. OWNER'S RIGHTS UPON LEASE DISAFFIRMANCE: A. In the
event that, at any time after Tenant may have assigned Tenant's interest in this
Lease, this Lease shall be disaffirmed or rejected in any proceeding of the
types described in Subsections 16.01(c) and (d), or in any similar proceeding,
or in the event of termination of this Lease by reason of any such proceeding or
by reason of lapse of time following notice of termination given pursuant to
Section 16.01 based upon any of the Events of Default set forth in said
Subsections, Tenant, upon request of Owner given within thirty (30) days next
following any such disaffirmance, rejection or termination (and actual notice
thereof to Owner in the event of a disaffirmance or rejection or in the event of
termination other than by act of Owner), shall (i) pay to Owner all Fixed Rent,
additional rent and other charges due and owing by the assignee to Owner under
this Lease to and including the date of such disaffirmance, rejection or
termination, and (ii) as "tenant", enter into a new lease with Owner of the
Demised Premises for a term commencing on the effective date of such
disaffirmance, rejection or termination and ending on the Expiration Date unless
sooner terminated as in such lease provided, at the same Fixed Rent and then
executory terms, covenants and conditions as are contained in this Lease, except
that (a) Tenant's rights under the new lease shall be subject to the possessory
rights of the assignee under this Lease and the possessory rights of any person
claiming through or under such assignee or by virtue of any statute or of any
order of any court, and (b)


                                       22
<PAGE>

such new lease shall require all defaults existing under this Lease to be cured
by Tenant with due diligence, and (c) such new lease shall require Tenant to pay
all increases in the Fixed Rent reserved in this Lease which, had this Lease not
been so disaffirmed, rejected or terminated, would have accrued under the
provisions of Article 23 of this Lease after the date of such disaffirmance,
rejection or termination with respect to any period prior thereto. In the event
Tenant shall default in its obligation to enter into said new lease for a period
of ten (10) days next following Owner's request therefor, then, in addition to
all other rights and remedies by reason of such default, either at law or in
equity, Owner shall have the same rights and remedies against Tenant as if
Tenant had entered into such new lease and such new lease had thereafter been
terminated as at the commencement date thereof by reason of Tenant's default
thereunder. Nothing contained in this Section shall be deemed to grant to Tenant
any right to assign Tenant's interest in this Lease.

                            B. If Tenant assumes this Lease in any proceeding of
the types described in Subsections 16.01(c) and (d), or in any similar
proceeding and proposes to assign the same pursuant to said proceeding to any
person or entity who shall have made a bona fide offer to accept an assignment
of this Lease on terms acceptable to the Tenant, then notice of such proposed
assignment shall be given to Owner by Tenant no later than twenty (20) days
after receipt by Tenant of such offer, but in any event no later than ten (10)
days prior to the date that Tenant shall make application to a court of
competent jurisdiction for authority and approval to enter into such assignment
and assumption. Such notice shall set forth (a) the name and address of such
person, (b) all of the terms and conditions of such offer, and (c) adequate
assurance of future performance by such person under the Lease, including,
without limitation, the assurance referred to in Section 365(b)(3) of the United
States Bankruptcy Code or any provisions in substitution thereof. Owner shall
have the prior right and option, to be exercised by notice to Tenant given at
any time prior to the effective date of such proposed assignment, to accept an
assignment of this Lease upon the same terms and conditions and for the same
consideration, if any, as the bona fide offer made by such person, less any
brokerage commissions which would otherwise be payable by Tenant out of the
consideration to be paid by such person in connection with the assignment of
this Lease.

                            C. The term "ADEQUATE ASSURANCE OF FUTURE
PERFORMANCE" as used in this Lease shall mean that any proposed assignee shall,
among other things, (a) deposit with Owner on the assumption of this Lease the
sum of nine (9) months of the then Fixed Rent and increases therein pursuant to
Article 23 as security for the faithful performance and observance by such
assignee of the terms and obligations of this Lease, (b) furnish Owner with
financial statements of such assignee for the prior three (3) fiscal years, as
finally determined after an audit and certified as correct by a certified public
accountant, which financial statements shall show a net worth of at least six
(6) times the Fixed Rent and increases therein pursuant to Article 23 then
payable for each of such three (3) years, (c) grant to Owner a security interest
in such property of the proposed assigned as Owner shall deem necessary to
provide adequate assurance of the performance by such assignee of its
obligations under the Lease.

              SECTION 11.05. MERGER/CONSOLIDATION: Supplementing the provisions
of Article 11, as long as Tenant is not then in default under any of the terms,
covenants or conditions of this Lease on Tenant's part to be observed or
performed, after notice and expiration of applicable cure periods, Owner's
consent shall not be required to an assignment of Tenant's interest in this
Lease to any person, corporation, partnership, or other business entity which is
a successor of Tenant, either by merger or consolidation or the purchase of all
or substantially all of the assets, business and goodwill of Iturf Inc., Tenant
named herein, provided that said person, corporation, partnership or other
business entity shall have a net worth, as determined in accordance with
generally accepted accounting principles consistently applied, at least equal to
that of Tenant named herein as of the date of this Lease or in excess of Fifty
Million and 00/100 ($50,000,000.00) Dollars, and provided further that such
successor, person, corporation, partnership or other business entity shall
continue to operate Tenant's present business in the Demised Premises and the
interest of Tenant named herein in this Lease is not the sole or principal asset
of Tenant named herein and such assignment is made for a good business purpose.
At the time of said proposed assignment, Tenant shall deliver to Owner a
reasonably detailed statement of the financial condition of the aforesaid
proposed assignee, prepared in accordance with generally accepted accounting
principles applied on a consistent basis, sworn to by an executive officer of
Tenant and the proposed Assignee, which statement shall reflect the financial
condition of the aforesaid proposed assignee at that time. Notwithstanding
anything contained in this Section to the contrary, such assignment shall not be
valid if the aforesaid proposed assignee shall not have a net worth, at least
equal to that of Tenant or in excess of Fifty Million and 00/100


                                       23
<PAGE>

($50,000,000.00) Dollars, as of the date of this Lease or the interest of Tenant
named herein in this Lease is the sole or principal asset of Tenant named herein
or such assignment is not made for a good business purpose. No such assignment
shall be valid, unless, within ten (10) days after the execution thereof, Tenant
shall deliver to Owner (I) a duplicate original instrument of assignment in form
and substance reasonably satisfactory to Owner duly executed by Tenant,
acknowledged before a notary public, in customary and reasonable form and
substance in which Tenant shall (a) waive all notices of default given to the
assignee and all other notices of every kind or description, now or hereafter
provided in this Lease, by statute or by rule of law; (b) acknowledge that
Tenant's obligations with respect to this Lease shall not be discharged,
released or impaired by (i) such assignment; (ii) any amendment or modification
of this Lease (whether or not the obligations of Tenant are increased thereby)
except that Tenant shall not be liable for any such increased obligation; (iii)
any further assignment or transfer of Tenant's interest in this Lease; (iv) any
exercise, non- exercise or waiver by Owner of any right, remedy, power or
privilege under or with respect to this Lease; (v) any waiver, consent,
extension, indulgence or other act or omission with respect to any of the
obligations of Tenant under this Lease; (vi) any act or thing which, but for the
provisions of such assignment, might be deemed a legal or equitable discharge of
a surety or assignor, to all of which Tenant shall consent in advance; it being
the purpose and intent of Owner and Tenant that the obligations of Tenant
hereunder as assignor shall be absolute and unconditional under any and all
circumstances; and (II) an instrument in form and substance reasonably
satisfactory to Owner, duly executed by the proposed assignee, acknowledged
before a notary public, in which such proposed assignee shall assume observance
and performance of, and agree to be bound by, all of the terms, covenants and
conditions of this Lease on Tenant's part to be performed.

              SECTION 11.06. SUBSIDIARY/AFFILIATE: A. Supplementing the
provisions of Article 11, as long as Tenant is not in default under any of the
terms, covenants or conditions of this Lease on Tenant's part to be observed and
performed, after notice and expiration of applicable cure periods, Iturf Inc.,
Tenant named herein, shall have the right, without the prior consent of Owner,
to assign its interest in this Lease, for the use permitted in this Lease, to
any subsidiary or affiliate of Tenant named herein, which is in the same general
line of business as Tenant named herein and only for such period as it shall
remain such subsidiary or affiliate. For the purposes of this Article: (a) a
"subsidiary" of Tenant named herein shall mean any corporation not less than
fifty-one (51%) percent of whose outstanding voting stock at the time shall be
owned by Tenant named herein, and (b) an "affiliate" of Tenant named herein
shall mean Tenant's parent and any corporation, partnership or other business
entity which controls or is controlled by, or is under common control with
Tenant. For the purpose of the definition of "affiliate" the word "control"
(including, "controlled by" and "under common control with") as used with
respect to any corporation, partnership or other business entity, shall mean the
possession of the power to direct or cause the direction of the management and
policies of such corporation, partnership or other business entity, whether
through the ownership of voting securities or contract. No such assignment shall
be valid or effective unless, within ten (10) days after the execution thereof,
Tenant shall deliver to Owner all of the following: (I) a duplicate original
instrument of assignment, in form and substance reasonably satisfactory to
Owner, duly executed by Tenant, in customary and reasonable from and substance
in which Tenant shall (a) waive all notices of default given to the assignee,
and all other notices of every kind or description now or hereafter provided in
this Lease, by statute or rule of law, and (b) acknowledge that Tenant's
obligations with respect to this Lease shall not be discharged, released or
impaired by (i) such assignment, (ii) any amendment or modification of this
Lease, whether or not the obligations of Tenant are increased thereby, except
that Tenant shall not be liable for any such increased obligation, (iii) any
further assignment or transfer of Tenant's interest in this Lease, (iv) any
exercise, non-exercise or waiver by Owner of any right, remedy, power or
privilege under or with respect to this Lease, (v) any waiver, consent,
extension, indulgence or other act or omission with respect to any other
obligations of Tenant under this Lease, (vi) any act or thing which, but for the
provisions of such assignment, might be deemed a legal or equitable discharge of
a surety or assignor, to all of which Tenant shall consent in advance, it being
the purpose and intent of Owner and Tenant that the obligations of Tenant
hereunder as assignor shall be absolute and unconditional under any and all
circumstances, and (II) an instrument, in form and substance reasonably
satisfactory to Owner, duly executed by the assignee, in which such assignee
shall assume the observance and performance of, and agree to be bound by, all of
the terms, covenants and conditions of this Lease on Tenant's part to be
observed and performed.


                                       24
<PAGE>

                            B. Further supplementing the provisions of Article
11, as long as Tenant is not in default under any of the terms, covenants or
conditions of this Lease on Tenant's part to be observed and performed, after
notice and the expiration of applicable cure periods Iturf, Inc. Tenant named
herein, shall have the right without the prior consent of Owner, to sublet to,
or permit the use or occupancy of, all or any part of the Demised Premises by
any subsidiary or affiliate (as said terms are defined in Section 11.06A.) of
Tenant named herein for the use permitted in this Lease provided that such
subsidiary or affiliate is in the same general line of business as the Tenant
named herein and only for such period as it shall remain such subsidiary or
affiliate and in the same general line of business as the Tenant named herein.
However, no such subletting shall be valid unless, prior to the execution
thereof, Tenant shall give notice to Owner of the proposed subletting, and
within ten (10) days prior the commencement of said subletting, Tenant shall
deliver to Owner an agreement, in form and substance reasonably satisfactory to
Owner, duly executed by Tenant and said subtenant, in which said subtenant shall
assume performance of and agree to be bound by, all of the terms, covenants and
conditions of this Lease which are applicable to said subtenant and such
subletting. Tenant shall give prompt notice to Owner of any such use or
occupancy of all or any part of the Demised Premises and such use or occupancy
shall be subject and subordinate to all of the terms, covenants and conditions
of this Lease. No such use or occupancy shall operate to vest in the user or
occupant any right or interest in this Lease or the Demised Premises. For the
purposes of determining the number of subtenants or occupants in the Demised
Premises, the occupancy of any such permitted subsidiary or affiliate of Tenant
shall be deemed the occupancy of Tenant and such subsidiary or affiliate shall
not be counted as a subtenant or occupant for the purposes of Section 11.03 and
the provisions of Section 11.03 relating to Owner's option to terminate this
Lease and the provisions of Section 11.03 relating to Subletting Profits shall
not be applicable to any proposed subletting to any such subsidiary or affiliate
of Tenant pursuant to the provisions of this Section.

                                   ARTICLE 12

                      EXISTING CONDITIONS/PRESENT OCCUPANT

           SECTION 12.01. "AS IS": Tenant acknowledges that Owner has
made no representations to Tenant with respect to the condition of the Demised
Premises and Tenant agrees to accept possession of the Demised Premises in the
condition which shall exist on the Commencement Date "as is" and further agrees
that Owner shall have no obligation to perform any work or make any
installations in order to prepare the Demised Premises for Tenant's occupancy.

          SECTION 12.02. PRESENT OCCUPANT: Supplementing the provisions
of Sections 1.02 and 1.06 hereof, Tenant acknowledges that Owner has advised
Tenant that the Demised Premises are presently affected by a letting agreement
with Investec Ernst & Company (referred to as the "Present Occupant") for a term
to expire in accordance with the provisions of said letting agreement.
Notwithstanding anything to the contrary contained in this Lease, if the Present
Occupant does not vacate and surrender the Demised Premises to Owner prior to
April 1, 2000 then (i) the Demised Term shall not commence on April 1, 2000, but
shall, instead, commence on the date, fixed by Owner in a notice to Tenant, not
sooner than ten (10) business days next following the date of the giving of such
notice, (ii) the Demised Term shall end on the date which is the last day of the
calendar month ten (10) years and six (6) months next following the commencement
date as determined pursuant to the provisions of subdivision (i) above, unless
sooner terminated pursuant to any of the terms, covenants or conditions of this
Lease or pursuant to law, (iii) except as set forth in this sentence, neither
the validity of this Lease nor the obligations of Tenant under this Lease shall
be affected thereby, (iv) Tenant waives any right under Section 223-a of the
Real Property Law or any successor law of like import to rescind this Lease or
rescind its obligations with respect to the Lease and (v) Tenant further waives
the right to recover any damages which may result from the failure of Owner to
deliver possession of the Demised Premises to Tenant on April 1, 2000.
Notwithstanding the above, Tenant shall have the right to terminate this Lease
if Owner has failed to deliver possession of the Demised Premises to Tenant by
September 1, 2000 (subject to delays caused by Force Majeure).


                                       25
<PAGE>

                                   ARTICLE 13

                           ACCESS TO DEMISED PREMISES

              SECTION 13.01. OWNER'S RIGHT TO ENTER: Owner and its agents shall
have the following rights in and about the Demised Premises: (i) to enter the
Demised Premises at all times to examine the Demised Premises or for any of the
purposes set forth in this Article or for the purpose of performing any
obligation of Owner under this Lease or exercising any right or remedy reserved
to Owner in this Lease, or complying with any Legal Requirement which Owner is
obligated to comply with hereunder, and if Tenant, its officers, partners,
agents or employees shall not be personally present or shall not open and permit
an entry into the Demised Premises at any time when such entry shall be
necessary or permissible, to use a master key or to forcibly enter the Demised
Premises; (ii) to erect, install, use and maintain pipes, ducts and conduits in
and through the Demised Premises; (iii) to exhibit the Demised Premises to
others; (iv) to make such decorations, repairs, alterations, improvements or
additions, or to perform such maintenance, including, but not limited to, the
maintenance of all heating, air conditioning, ventilating, elevator, plumbing,
electrical, telecommunication and other mechanical facilities, as Owner may deem
necessary or desirable; (v) to take all materials into and upon the Demised
Premises that may be required in connection with any such decorations, repairs,
alterations, improvements, additions or maintenance; and (vi) to alter, renovate
and decorate the Demised Premises at any time during the Demised Term if Tenant
shall have removed all or substantially all of Tenant's property from the
Demised Premises. The lessors under any Superior Lease and the holders of any
Mortgage shall have the right to enter the Demised Premises from time to time
through their respective employees, agents, representatives and architects to
inspect the same or to cure any default of Owner or Tenant relating thereto.
Owner shall have the right, from time to time, to change the name, number or
designation by which the Building is commonly known which right shall include,
without limitation, the right to name the Building after any tenant of the
Building.

              SECTION 13.02. OWNER'S RESERVATION OF RIGHTS TO PORTIONS OF THE
BUILDING: All parts (except surfaces facing the interior of the Demised
Premises) of all walls, windows and doors bounding the Demised Premises
(including exterior Building walls, core corridor walls, doors and entrances),
all balconies, terraces and roofs adjacent to the Demised Premises, all space in
or adjacent to the Demised Premises used for shafts, stacks, stairways, chutes,
pipes, conduits, ducts, fan rooms, heating, air conditioning, ventilating,
plumbing, electrical, telecommunication and other mechanical facilities,
closets, service closets and other Building facilities, and the use thereof, as
well as access thereto through the Demised Premises for the purposes of
operation, maintenance, alteration and repair, are hereby reserved to Owner.
Owner also reserves the right at any time to change the arrangement or location
of entrances, passageways, doors, doorways, corridors, elevators, stairs,
toilets and other public parts of the Building, provided any such change does
not permanently and unreasonably obstruct Tenant's access to the Demised
Premises. Nothing contained in this Article shall impose any obligation upon
Owner with respect to the operation, maintenance, alteration or repair of the
Demised Premises or the Building.

              SECTION 13.03. ACCESS TO THIRD PARTIES: Owner and its agents shall
have the right to permit access to the Demised Premises, whether or not Tenant
shall be present, to any receiver, trustee, assignee for the benefit of
creditors, sheriff, marshal or court officer entitled to, or reasonably
purporting to be entitled to, such access for the purpose of taking possession
of, or removing, any property of Tenant or any other occupant of the Demised
Premises, or for any other lawful purpose, or by any representative of the fire,
police, building, sanitation or other department of the City, State or Federal
Governments. Neither anything contained in this Section, nor any action taken by
Owner under this Section, shall be deemed to constitute recognition by Owner
that any person other than Tenant has any right or interest in this Lease or the
Demised Premises.

              SECTION 13.04. NO ACTUAL OR CONSTRUCTIVE EVICTION: The exercise by
Owner or its agents or by the lessor under any Superior Lease or by the holder
of any Mortgage of any right reserved to Owner in this Article shall not
constitute an actual or constructive eviction, in whole or in part, or entitle
Tenant to any abatement or diminution of rent, or relieve Tenant from any of its
obligations under this Lease, or impose any liability upon Owner, or its agents,
or upon any lessor under any Superior Lease or upon the holder of any such
Mortgage, by reason of inconvenience or annoyance to Tenant, or injury to or
interruption of Tenant's business, or otherwise.


                                       26
<PAGE>

              SECTION 13.05. Supplementing the provisions of Sections 13.01,
13.02 and 13.03, Owner agrees that except in cases of emergency, any entry upon
the Demised Premises pursuant to the provisions of said Sections shall be made
at reasonable times, and only after reasonable advance notice (which may be
mailed, delivered or left at the Demised Premises, notwithstanding any contrary
provisions of Article 27), and any work performed or installation made pursuant
to said Section shall be made with reasonable diligence and any such entry, work
or installations shall be made in a manner designed to minimize interference
with Tenant's normal business operations (however, nothing contained in this
Section shall be deemed to impose upon Owner any obligation to employ
contractors or labor at so-called overtime or other premium pay rates).

              SECTION 13.06. Further supplementing the provisions of Sections
13.01 and 13.03, Owner's right to exhibit the Demised Premises to others shall
be limited to insurance carriers and representatives thereof, prospective
purchasers of the Real Property or the Building, holders or prospective holders
of any mortgage affecting the Real Property or the Building or any ground or
underlying lease, and other legitimate business visitors, and, during the last
twelve (12) months of the Demised Term, any prospective tenant of the Demised
Premises.

                                   ARTICLE 14

                                   VAULT SPACE

              SECTION 14.01. The Demised Premises do not contain any vaults,
vault space or other space outside the boundaries of the Real Property,
notwithstanding anything contained in this Lease or indicated on any sketch,
blueprint or plan. Owner makes no representation as to the location of the
boundaries of the Real Property. All vaults and vault space and all other space
outside the boundaries of the Real Property which Tenant may be permitted to use
or occupy are to be used or occupied under a revocable license, and if any such
license shall be revoked, or if the amount of such space shall be diminished or
required by any Federal, State or Municipal Authority or by any public utility
company, such revocation, diminution or requisition shall not constitute an
actual or constructive eviction, in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or relieve Tenant from any of its obligations
under this Lease, or impose any liability upon Owner. Any fee, tax or charge
imposed by any governmental authority for any such vault, vault space or other
space shall be paid by Tenant.

                                   ARTICLE 15

                            CERTIFICATE OF OCCUPANCY

              SECTION 15.01. Tenant will not at any time use or occupy, or
permit the use or occupancy of, the Demised Premises in violation of any
Certificate(s) of Occupancy covering the Demised Premises. Owner agrees that a
temporary or permanent Certificate(s) of Occupancy covering the Demised Premises
will be in force on the Commencement Date permitting the Demised Premises to be
used as "offices". However, neither such agreement, nor any other provision of
this Lease, nor any act or omission of Owner, its agents or contractors, shall
be deemed to constitute a representation or warranty that the Demised Premises,
or any part thereof, may be lawfully used or occupied for any particular purpose
or in any particular manner, in contradistinction to mere "office" use.

                                   ARTICLE 16

                                     DEFAULT

              SECTION 16.01. EVENTS OF DEFAULT: Upon the occurrence, at any time
prior to or during the Demised Term, of any one or more of the following events
(referred to herein, singly, as an "EVENT OF DEFAULT" and collectively as
"EVENTS OF DEFAULT"):


                                       27
<PAGE>

                           (a) if Tenant shall default in the payment when due
                  of any installment of Fixed Rent or any increase in the Fixed
                  Rent or in the payment when due of any additional rent and
                  Tenant shall fail to remedy such default within five (5) days
                  after notice by Owner to Tenant of such default; or

                           (b) if Tenant shall default in the observance or
                  performance of any term, covenant or condition of this Lease
                  on Tenant's part to be observed or performed (other than the
                  covenants for the payment of Fixed Rent, any increase in the
                  Fixed Rent and additional rent) and Tenant shall fail to
                  remedy such default within thirty (30) days after notice by
                  Owner to Tenant of such default, or if such default is of such
                  a nature that it cannot be completely remedied within said
                  period of thirty (30) days and Tenant shall not commence,
                  promptly after receipt of such notice, or shall not thereafter
                  diligently prosecute to completion, all steps necessary to
                  remedy such default; or

                           (c) if Tenant shall file a voluntary petition in
                  bankruptcy or insolvency, or shall be adjudicated a bankrupt
                  or insolvent, or shall file any petition or answer seeking any
                  reorganization, arrangement, composition, readjustment,
                  liquidation, dissolution or similar relief under the present
                  or any future federal bankruptcy act or any other present or
                  future applicable federal, state or other statute or law, or
                  shall make an assignment for the benefit of creditors, or
                  shall seek or consent to or acquiesce in the appointment of
                  any trustee, receiver or liquidator of Tenant or of all or any
                  part of Tenant's property; or

                           (d) if, within sixty (60) days after the commencement
                  of any proceeding against Tenant, whether by the filing of a
                  petition or otherwise, seeking any reorganization,
                  arrangement, composition, readjustment, liquidation,
                  dissolution or similar relief under the present or any future
                  federal bankruptcy act or any other present or future
                  applicable federal, state or other statute or law, such
                  proceeding shall not have been dismissed, or if, within sixty
                  (60) days after the appointment of any trustee, receiver or
                  liquidator of Tenant, or of all or any part of Tenant's
                  property, without the consent or acquiescence of Tenant, such
                  appointment shall not have been vacated or otherwise
                  discharged, or if any execution or attachment shall be issued
                  against Tenant or any of Tenant's prop erty pursuant to which
                  the Demised Premises shall be taken or occupied or attempted
                  to be taken or occupied; or

                           (e) if Tenant shall default in the observance or
                  performance of any term, covenant or condition on Tenant's
                  part to be observed or performed under any other lease with
                  Owner of space in the Building and such default shall continue
                  beyond any grace period set forth in such other lease for the
                  remedying of such default; or

                           (f) if the Demised Premises shall become deserted or
                  abandoned; or

                           (g) if (i) Tenant's interest in this Lease shall
                  devolve upon or pass to any person, whether by operation of
                  law or otherwise, or (ii) there shall be any sale, pledge,
                  transfer or other alienation described in Section 11.01 of
                  this Lease which is deemed an assignment of this Lease for
                  purposes of said Section 11.01, except as expressly permitted
                  under Article 11;

then, during such time as such Event(s) of Default is/are continuing, Owner may
at any time, at Owner's option, give to Tenant a five (5) days' notice of
termination of this Lease and, in the event such notice is given, this Lease and
the Demised Term shall come to an end and expire (whether or not said term shall
have commenced) upon the expiration of said five (5) days with the same effect
as if the date of expiration of said five (5) days were the Expiration Date, but
Tenant shall remain liable for damages and all other sums payable pursuant to
the provisions of Article 18.

              SECTION 16.02. "TENANT"/MONEYS RECEIVED: If, at any time (i)
Tenant shall be comprised of two (2) or more persons, or (ii) Tenant's
obligations under this Lease shall have been guaranteed by any person other than
Tenant, or (iii) Tenant's interest in this Lease shall have been assigned, the
word "Tenant", as used in Subsections (c) and (d) of Section 16.01, shall be
deemed to mean any one or more of the persons primarily or secondarily liable
for Tenant's obligations under this Lease. Any monies received by Owner from or
on behalf of Tenant during the pendency


                                       28
<PAGE>

of any proceeding of the types referred to in said Subsections (c) and (d) shall
be deemed paid as compensation for the use and occupation of the Demised
Premises and the acceptance of any such compensation by Owner shall not be
deemed an acceptance of rent or a waiver on the part of Owner of any rights
under Section 16.01.

                                   ARTICLE 17

                                    REMEDIES

              SECTION 17.01. OWNER'S RIGHT OF RE-ENTRY AND RIGHT TO RELET: If
Tenant shall default in the payment when due of any installment of Fixed Rent or
in the payment when due of any increase in the Fixed Rent or any additional rent
after the expiration of any applicable periods of notice and grace specifically
set forth in this Lease with respect thereto, or if this Lease and the Demised
Term shall expire and come to an end as provided in Article 16:

                           (a) Owner and its agents and servants may
                  immediately, or at any time after such default or after the
                  date upon which this Lease and the Demised Term shall expire
                  and come to an end, re-enter the Demised Premises or any part
                  thereof, without notice, either by summary proceedings or by
                  any other applicable action or proceeding, or by force or
                  otherwise (without being liable to indictment, prosecution or
                  damages therefor), and may repossess the Demised Premises and
                  dispossess Tenant and any other persons from the Demised
                  Premises and remove any and all of their property and effects
                  from the Demised Premises; and

                           (b) Owner, at Owner's option, may relet the whole or
                  any part or parts of the Demised Premises, from time to time,
                  either in the name of Owner or otherwise, to such tenant or
                  tenants, for such term or terms ending before, on or after the
                  Expiration Date, at such rental or rentals and upon such other
                  conditions, which may include concessions and free rent
                  periods, as Owner, in its sole discretion, may determine.
                  Owner shall have no obligation to relet the Demised Premises
                  or any part thereof and shall in no event be liable for
                  refusal or failure to relet the Demised Premises or any part
                  thereof, or, in the event of any such reletting, for refusal
                  or failure to collect any rent due upon any such reletting,
                  and no such refusal or failure shall operate to relieve Tenant
                  of any liability under this Lease or otherwise to affect any
                  such liability; Owner, at Owner's option, may make such
                  repairs, replacements, alterations, additions, improvements,
                  decorations and other physical changes in and to the Demised
                  Premises as Owner, in its sole discretion, considers advisable
                  or necessary in connection with any such reletting or proposed
                  reletting, without relieving Tenant of any liability under
                  this Lease or otherwise affecting any such liability.

              SECTION 17.02. WAIVER OF RIGHT TO REDEEM, ETC.: Tenant hereby
waives the service of any notice of intention to re-enter or to institute legal
proceedings to that end which may otherwise be required to be given under any
present or future law. Tenant, on its own behalf and on behalf of all persons
claiming through or under Tenant, including all creditors, does further hereby
waive any and all rights which Tenant and all such persons might otherwise have
under any present or future law to redeem the Demised Premises, or to re-enter
or repossess the Demised Premises, or to restore the operation of this Lease,
after (i) Tenant shall have been dispossessed by a judgment or by warrant of any
court or judge, or (ii) any re-entry by Owner, or (iii) any expiration or
termination of this Lease and the Demised Term, whether such dispossess,
re-entry, expiration or termination shall be by operation of law or pursuant to
the provisions of this Lease. The words "re-enter", "re-entry" and "re-entered"
as used in this Lease shall not be deemed to be restricted to their technical
legal meanings. In the event of a breach or threatened breach by Tenant, or any
persons claiming through or under Tenant, of any term, covenant or condition of
this Lease on Tenant's part to be observed or performed, Owner shall have the
right to enjoin such breach and the right to invoke any other remedy allowed by
law or in equity as if re-entry, summary proceedings and other special remedies
were not provided in this Lease for such breach. The right to invoke the
remedies hereinbefore set forth in this Lease is cumulative and shall not
preclude Owner from invoking any other remedy allowed by law or in equity.


                                       29
<PAGE>
                                   ARTICLE 18

                                     DAMAGES

              SECTION 18.01. AMOUNT OF OWNER'S DAMAGES: If this Lease and the
Demised Term shall expire and come to an end as provided in Article 16, or by or
under any summary proceeding or any other action or proceeding, or if Owner
shall re-enter the Demised Premises as provided in Article 17, or by or under
any summary proceeding or any other action or proceeding, then, in any of said
events:

                           (a) Tenant shall pay to Owner all Fixed Rent,
                  additional rent and other charges payable under this Lease by
                  Tenant to Owner to the date upon which this Lease and the
                  Demised Term shall have expired and come to an end or to the
                  date of re-entry upon the Demised Premises by Owner, as the
                  case may be; and

                           (b) Tenant shall also be liable for and shall pay to
                  Owner, as damages, any deficiency (referred to as a
                  "DEFICIENCY") between the Fixed Rent reserved in this Lease
                  for the period which otherwise would have constituted the
                  unexpired portion of the Demised Term and the net amount, if
                  any, of rents collected under any reletting effected pursuant
                  to the provisions of Section 17.01 for any part of such period
                  (first deducting from the rents collected under any such
                  reletting all of Owner's expenses in connection with the
                  termination of this Lease or Owner's re-entry upon the Demised
                  Premises and with such reletting including, but not limited
                  to, all repossession costs, brokerage commissions, legal
                  expenses, attorneys' fees, alteration costs and other expenses
                  of preparing the Demised Premises for such reletting). Any
                  such Deficiency shall be paid in monthly installments by
                  Tenant on the days specified in this Lease for payment of
                  installments of Fixed Rent, Owner shall be entitled to recover
                  from Tenant each monthly Deficiency as the same shall arise,
                  and no suit to collect the amount of the Deficiency for any
                  month shall prejudice Owner's right to collect the Deficiency
                  for any subsequent month by a similar proceeding. Solely for
                  the purposes of this Subsection (b), the term "Fixed Rent"
                  shall mean the Fixed Rent in effect immediately prior to the
                  date upon which this Lease and the Demised Term shall have
                  expired and come to an end, or the date of re-entry upon the
                  Demised Premises by Owner, as the case may be, adjusted, from
                  time to time, to reflect any increases which would have been
                  payable pursuant to any of the provisions of this Lease
                  including, but not limited to, the provisions of Article 23 of
                  this Lease if the term hereof had not been terminated; and

                           (c) At any time after the Demised Term shall have
                  expired and come to an end or Owner shall have re-entered upon
                  the Demised Premises, as the case may be, whether or not Owner
                  shall have collected any monthly Deficiencies as aforesaid,
                  Owner shall be entitled to recover from Tenant, and Tenant
                  shall pay to Owner, on demand, as and for liquidated and
                  agreed final damages, a sum equal to the amount by which the
                  Fixed Rent reserved in this Lease for the period which
                  otherwise would have constituted the unexpired portion of the
                  Demised Term exceeds the then fair and reasonable rental value
                  of the Demised Premises for the same period, both discounted
                  to present worth at the rate of four (4%) percent per annum.
                  If, before presentation of proof of such liquidated damages to
                  any court, commission or tribunal, the Demised Premises, or
                  any part thereof, shall have been relet by Owner for the
                  period which otherwise would have constituted the unexpired
                  portion of the Demised Term, or any part thereof, the amount
                  of rent reserved upon such reletting shall be deemed, prima
                  facie, to be the fair and reasonable rental value for the part
                  or the whole of the Demised Premises so relet during the term
                  of the reletting. Solely for the purposes of this Subsection
                  (c), the term "Fixed Rent" shall mean the Fixed Rent in effect
                  immediately prior to the date upon which this Lease and the
                  Demised Term shall have expired and come to an end, or the
                  date of re-entry upon the Demised Premises by Owner, as the
                  case may be, adjusted to reflect any increases pursuant to the
                  provisions of Article 23 for the Escalation Year and Tax
                  Escalation Year immediately preceding such event.

              SECTION 18.02. RENTS UNDER RELETTING: If the Demised Premises, or
any part thereof, shall be relet together with other space in the Building, the
rents collected or reserved under any such reletting and the expenses of


                                       30
<PAGE>

any such reletting shall be equitably apportioned for the purposes
of this Article 18. Tenant shall in no event be entitled to any rents collected
or payable under any reletting, whether or not such rents shall exceed the Fixed
Rent reserved in this Lease. Nothing contained in Articles 16, 17 or this
Article shall be deemed to limit or preclude the recovery by Owner from Tenant
of the maximum amount allowed to be obtained as damages by any statute or rule
of law, or of any sums or damages to which Owner may be entitled in addition to
the damages set forth in Section 18.01.

                                   ARTICLE 19

                          FEES AND EXPENSES; INDEMNITY

              SECTION 19.01. OWNER'S RIGHT TO CURE TENANT'S DEFAULT: If Tenant
shall default in the observance or performance of any term, covenant or
condition of this Lease on Tenant's part to be observed or performed after the
expiration of any applicable periods of notice and grace specifically set forth
in this Lease with respect thereto, Owner, at any time thereafter and without
notice, may remedy such default for Tenant's account and at Tenant's expense,
without thereby waiving any other rights or remedies of Owner with respect to
such default.

              SECTION 19.02. TENANT'S INDEMNITY AND LIABILITY INSURANCE
OBLIGATIONS: A. Tenant agrees to indemnify and save Owner and "Owner's
Indemnitees" (as hereinafter defined) harmless of and from all loss, cost,
liability, damage and expense including, but not limited to, reasonable counsel
fees, penalties and fines, incurred in connection with or arising from (i) any
default by Tenant in the observance or performance of any of the terms,
covenants or conditions of this Lease on Tenant's part to be observed or
performed, or (ii) the breach or failure of any representation or warranty made
by Tenant in this Lease, or (iii) the use or occupancy or manner of use or
occupancy of the Demised Premises by Tenant or any person claiming through or
under Tenant, or (iv) any acts, omissions or negligence of Tenant or any such
person, or the contractors, agents, servants, employees, visitors or licensees
of Tenant or any such person, in or about the Demised Premises or the Building
either prior to, during, or after the expiration of, the Demised Term,
including, but not limited to, any acts omissions or negligence in the making or
performing of any Alterations. Tenant further agrees to indemnify and save
harmless Owner and Owner's Indemnitees of and from all loss, cost, liability,
damage and expense, including, but not limited to, reasonable counsel fees and
disbursements, incurred in connection with or arising from any claims by any
persons by reason of injury to persons or damage to property occasioned by any
use, occupancy, act, omission or negligence referred to in the preceding
sentence. "OWNER'S INDEMNITEES" shall mean the Owner, the shareholders or the
partners comprising Owner and its and their partners and shareholders, officers,
directors, employees, agents (including without limitation, any leasing and
managing agents) and contractors together with the lessor under any Superior
Lease and the holder of any Mortgage. If any action or proceeding shall be
brought against Owner or Owner's Indemnitees based upon any such claim and if
Tenant, upon notice from Owner, shall cause such action or proceeding to be
defended at Tenant's expense by counsel acting for Tenant's insurance carriers
in connection with such defense or by other counsel reasonably satisfactory to
Owner, without any disclaimer of liability by Tenant or such insurance carriers
in connection with such claim, Tenant shall not be required to indemnify Owner
and Owner's Indemnitees for counsel fees in connection with such action or
proceeding.

                            B. Throughout the Demised Term Tenant shall maintain
comprehensive public liability and water legal liability insurance against any
claims by reason of personal injury, death and property damage occurring in or
about the Demised Premises covering, without limitation, the operation of any
private air conditioning equipment and any private elevators, escalators or
conveyors in or serving the Demised Premises or any part thereof, whether
installed by Owner, Tenant or others, and shall furnish to Owner duplicate
original policies of such insurance at least ten (10) days prior to the
Commencement Date and at least ten (10) days prior to the expiration of the term
of any such policy previously furnished by Tenant, in which policies Owner, and
Owner's Indemnitees shall be named as parties insured, which policies shall be
issued by companies, and shall be in form and amounts, satisfactory to Owner.

              SECTION 19.03. PAYMENTS: Tenant shall pay to Owner, within ten
(10) days next following rendition by Owner to Tenant of bills or statements
therefor: (i) sums equal to all expenditures made and monetary obligations
incurred by Owner including, but not limited to, expenditures made and
obligations incurred for reasonable counsel fees and disbursements, in
connection with the remedying by Owner, for Tenant's account pursuant to the
provisions of Section 19.01, of any default of Tenant, and (ii) sums equal to
all losses, costs, liabilities, damages and expenses referred to in Section
19.02, and (iii) sums equal to all expenditures made and monetary obligations
incurred by Owner including, but not limited to, expenditures made and
obligations incurred for reasonable counsel fees and disbursements, in
collecting or attempting to collect the Fixed Rent, any additional rent or any
other sum of money accruing under this


                                       31
<PAGE>

Lease or in enforcing or attempting to enforce any rights of Owner under this
Lease or pursuant to law, whether by the institution and prosecution of summary
proceedings or otherwise; and (iv) all other sums of money (other than Fixed
Rent) accruing from Tenant to Owner under the provisions of this Lease. Any sum
of money (other than Fixed Rent) accruing from Tenant to Owner pursuant to any
provision of this Lease whether prior to or after the Commencement Date, may, at
Owner's option, be deemed additional rent, and Owner shall have the same
remedies for Tenant's failure to pay any item of additional rent when due as for
Tenant's failure to pay any installment of Fixed Rent when due. Tenant's
obligations under this Article shall survive the expiration or sooner
termination of the Demised Term.

              SECTION 19.04. TENANT'S LATE PAYMENTS - LATE CHARGES: If Tenant
shall fail to make payment of any installment of Fixed Rent or any increase in
the Fixed Rent or any additional rent within ten (10) days after the date when
such payment is due, Tenant shall pay to Owner, in addition to such installment
of Fixed Rent or such increase in the Fixed Rent or such additional rent, as the
case may be, as a late charge and as additional rent, a sum equal to three (3%)
percent per annum above the then current prime rate (as the term "prime rate" is
defined in Section 31.03) charged by Citibank (N.A.) or its successor of the
amount unpaid computed from the date such payment was due to and including the
date of payment.

              SECTION 19.05. OWNER'S INDEMNITY: Owner agrees to indemnify and
save Tenant harmless of and from all loss, cost, liability, damage and expense,
including, but not limited to, reasonable counsel fees, penalties and fines
incurred in connection with or arising from (i) any default by Owner in the
performance or observance of any of the terms, covenants or conditions of this
Lease on Owner's part to be observed or performed, or (ii) any acts, omissions
or negligence of Owner or its employees, agents, contractors or servants in or
about the Demised Premises or the Building either prior to, during, or after,
the expiration of the Demised Term. Owner further agrees to indemnify and save
harmless Tenant and its agents of and from all loss, cost, liability, damage,
and expense, including, but not limited to, reasonable counsel fees incurred in
connection with or arising from any claims by any persons or damage to property
occasioned by any act, omission or negligence referred to in the preceding
sentence. If any action or proceeding shall be brought against Tenant or
Tenant's agents based upon any such claim and if Owner, upon notice from Tenant,
shall cause such action or proceeding to be defended at Owner's expense by
counsel acting for Owner's insurance carriers in connection with such defense or
by other counsel reasonably satisfactory to Tenant, without any disclaimer of
liability by Owner in connection with such claim, Owner shall not be required to
indemnify Tenant or Tenant's agents for counsel fees in connection with such
action or proceeding.

                                   ARTICLE 20

                                ENTIRE AGREEMENT

              SECTION 20.01. ENTIRE AGREEMENT: This Lease contains the entire
agreement with respect to the Demised Premises between the parties and all prior
negotiations and agreements are merged in this Lease. Neither Owner nor Owner's
agents have made any representations or warranties with respect to the Demised
Premises, the Building, the Real Property or this Lease except as expressly set
forth in this Lease and no rights, easements or licenses are or shall be
acquired by Tenant by implication or otherwise unless expressly set forth in
this Lease. This Lease may not be changed, modified or discharged, in whole or
in part, orally and no executory agreement shall be effective to change, modify
or discharge, in whole or in part, this Lease or any provisions of this Lease,
unless such agreement is set forth in a written instrument executed by the party
against whom enforcement of the change, modification or discharge is sought. All
references in this Lease to the consent or approval of Owner shall be deemed to
mean the written consent of Owner, or the written approval of Owner, as the case
may be, and no consent or approval of Owner shall be effective for any purpose
unless such consent or approval is set forth in a written instrument executed by
Owner.

                                   ARTICLE 21

                                   END OF TERM

              SECTION 21.01. END OF TERM: On the date upon which the Demised
Term shall expire and come to an end, whether pursuant to any of the provisions
of this Lease or by operation of law, and whether on or prior to the Expiration
Date, Tenant, at Tenant's sole cost and expense, (i) shall quit and surrender
the Demised Premises to Owner, broom clean and in good order and condition,
ordinary wear and tear and damage by casualty excepted, and (ii) shall remove
all of Tenant's Personal Property and all other property and effects of Tenant
and all persons claiming through or under Tenant from the Demised Premises and
the Building, and (iii) shall repair all damage to the Demised Premises


                                       32
<PAGE>

occasioned by such removal and (iv) shall, at Owner's election, exercisable
within six (6) months following the expiration or earlier termination of the
Demised Term, remove any private interior staircases in the Demised Premises or
connecting the Demised Premises or any part thereof with any other space
(referred to herein as the "OTHER SPACE") in the Building occupied by Tenant,
and restore those portions of the Demised Premises, the Other Space and the
Building affected by any such staircases (including, but not limited to, the
slabbing over of any openings) to the condition of each which existed prior to
the installation of any such staircases, and repair any damage to the Demised
Premises, Other Space and the Building occasioned by such removal.
Notwithstanding the provisions of subdivision (iv) of the foregoing sentence, in
the event Owner does not elect to have removed any such staircase referred to
therein, any such staircase shall be and remain the property of Owner at no cost
or expense to Owner. Owner shall have the right to retain any property and
effects which shall remain in the Demised Premises after the expiration or
sooner termination of the Demised Term, and any net proceeds from the sale
thereof, without waiving Owner's rights with respect to any default by Tenant
under the foregoing provisions of this Section. Tenant expressly waives, for
itself and for any person claiming through or under Tenant, any rights which
Tenant or any such person may have under the provisions of Section 2201 of the
New York Civil Practice Law and Rules and of any successor law of like import
then in force, in connection with any holdover summary proceedings which Owner
may institute to enforce the foregoing provisions of this Article. If said date
upon which the Demised Term shall expire and come to an end shall fall on a
Sunday or holiday, then Tenant's obligations under the first sentence of this
Section shall be performed on or prior to the Saturday or business day
immediately preceding such Sunday or holiday. Tenant's obligations under this
Section shall survive the expiration or sooner termination of the Demised Term.

                                   ARTICLE 22

                                 QUIET ENJOYMENT

              SECTION 22.01. QUIET ENJOYMENT: Owner covenants and agrees with
Tenant that upon Tenant paying the Fixed Rent and additional rent reserved in
this Lease and observing and performing all of the terms, covenants and
conditions of this Lease on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the Demised Premises during the Demised Term,
subject, however, to the terms, covenants and conditions of this Lease
including, but not limited to, the provisions of Section 37.01, and subject to
the Superior Lease and the Mortgage referred to in Section 7.01.

                                   ARTICLE 23

                                   ESCALATION

              SECTION 23.01. DEFINITIONS: In the determination of any increase
in the Fixed Rent under the provisions of this Article, Owner and Tenant agree
that the following terms shall have the following meanings:

                            A. The term "TAX ESCALATION YEAR" shall mean each
fiscal year commencing July 1st and ending on the following June 30th which
shall include any part of the Demised Term.

                            B. The term "ESCALATION YEAR" shall mean any
calendar year which shall include any part of the Demised Term.

                            C. The term "TAXES" shall be deemed to mean a sum
equal to the aggregate of: (i) the product determined by multiplying (a) the
then applicable full New York City real estate tax rate in effect with respect
to the Borough of Manhattan by (b) the then applicable assessed valuation of the
Real Property plus (ii) amounts assessed by any business improvement district in
which the Real Property is located plus (iii) any other assessments, special or
otherwise, upon or with respect to the Real Property imposed by the City or
County of New York or any other taxing authority. If, due to any change in the
method of taxation, any franchise, income, profit, sales, rental, use and
occupancy or other tax or payments in lieu of any such taxes shall be
substituted for, or levied against Owner or any owner of the Building or the
Real Property, in lieu of any real estate taxes or assessments upon or with
respect to the Real Property, such tax or payments in lieu of any such taxes
shall be included in the term Taxes for the purposes of this Article.


                                       33
<PAGE>

                            D. The term "OWNER'S BASIC TAX LIABILITY" shall mean
a sum equal to Taxes payable for calendar year 2000 (i.e., the average of the
Taxes for the fiscal tax years commencing: (i) July 1, 1999 and ending June 30,
2000 and (ii) July 1, 2000 and ending June 30, 2001).

                            E. The term "DEMISED PREMISES AREA" shall mean
24,964 square feet.

                            F. The term "BUILDING AREA" shall mean 750,000
square feet.

                            G. The term "TENANT'S PROPORTIONATE SHARE" shall
mean the fraction, the denominator of which is the Building Area and the
numerator of which is the Demised Premises Area.

                            H. The term "R.A.B." shall mean the Realty Advisory
Board on Labor Relations, Incorporated, or its successor.

                            I. The term "LOCAL 32B-32J" shall mean Local 32B-32J
of the Service Employees International Union, AFL-CIO, or its successor.

                            J. The term "CLASS A OFFICE BUILDINGS" shall mean
office buildings in the same class or category as the Building under any
agreement between R.A.B. and Local 32B-32J, regardless of the designation given
to such office buildings in any such agreement.

                            K. The term "LABOR RATES" shall mean a sum equal to
the regular hourly wage rate required to be paid to or for the benefit of Others
(as defined in Subsection L of this Section 23.01) employed in Class A Office
Buildings pursuant to an agreement between R.A.B. and Local 32B-32J; provided,
however, that if, as of January 1st of any Escalation Year, any such agreement
shall require Others in Class A Office Buildings to be regularly employed on
days or during hours when overtime or other premium pay rates are in effect
pursuant to such agreement, then the term "regular hourly wage rate", as used in
this Subsection K, shall mean the average hourly wage rate for the hours in a
calendar week during which Others are required to be regularly employed; and
provided, further, that if no such agreement is in effect as of January 1st of
any Escalation Year with respect to Others, then the term "regular hourly wage
rate", as used in this Subsection K, shall mean the regular hourly wage rate
actually paid to or for the benefit of Others employed in the Building by Owner
or by an independent contractor engaged by Owner.

                            L. The term "OTHERS" shall mean that classification
of employee engaged in the general maintenance and operation of Class A Office
Buildings most nearly comparable to the classification now applicable to
"others" in the current agreements between R.A.B. and Local 32B-32J.

                            M. Deleted.

                            N. The term "OWNER'S TAX STATEMENT" shall mean an
instrument containing a computation of any increase in the Fixed Rent pursuant
to the provisions of Section 23.02.A. of this Article.

                            O. The term "OWNER'S LABOR RATE STATEMENT" shall
mean an instrument containing a computation of any increase in the Fixed Rent
pursuant to the provisions of Section 23.04 of this Article.

                            P. Deleted.

                            Q. Owner and Tenant acknowledge that Owner may apply
for a certificate of eligibility from the Department of Finance of the City of
New York determining that Owner is eligible to apply for exemption from tax
payments for the Real Property pursuant to the provisions of Section 11-256
through 11-267 (the "ICIP PROGRAM") of the Administrative Code of the City of
New York and the regulations promulgated pursuant to the ICIP Program. Any such
tax exemption for the Real Property is referred to as "TAX EXEMPTION" and the
period of such Tax Exemption is referred to as the "TAX EXEMPTION PERIOD". Owner
agrees that Tenant shall not be required to (a) pay Taxes or charges which
become due because of the willful neglect or fraud by Owner in connection with
the ICIP Program or (b) otherwise relieve or indemnify Owner from any personal
liability arising under the ICIP Program, except where imposition of such Taxes,
charges or liability is occasioned by actions of Tenant in violation of this
Lease. Tenant agrees to report to Owner, as often as is necessary under such
regulations, the number of workers engaged in


                                       34
<PAGE>

employment in the Demised Premises, the nature of each worker's employment and
the residency of each worker and to provide access to the Demised Premises by
employees and agents of the Department of Finance of the City of New York at all
reasonable times at the request of Owner. Tenant represents to the Owner that,
within the seven (7) years immediately preceding the date of this Lease, Tenant
has not been adjudged by a court of competent jurisdiction to have been guilty
of (x) an act, with respect to a building, which is made a crime under the
provisions of Article 150 of the Penal Law of the State of New York or any
similar law of another state, or (y) any act made a crime or violation by the
provisions of Section 235 of the Real Property Law of the State of New York, nor
is any charge for a violation of such laws presently pending against Tenant.
Upon request of Owner, from time to time, Tenant agrees to update said
representation when required because of the ICIP Program and regulations
thereunder. Tenant further agrees to cooperate with Owner in compliance with
such ICIP Program and regulations to aid Owner in obtaining and maintaining the
Tax Exemption and, if requested by Owner, to post a notice in a conspicuous
place in the Demised Premises and, at Owner's expense, to publish a notice in a
newspaper of general circulation in the City of New York, in such form as shall
be prescribed by the Department of Finance stating that persons having
information concerning any violation by Tenant of Section 235 of the Real
Property Law or any Section of Article 150 of the Penal Law or any similar law
of another jurisdiction may submit such information to the Department of Finance
to be considered in determining Owner's eligibility for benefits. Tenant
acknowledges that its obligations under the provisions of Subsection 23.02.A may
be greater if Owner fails to obtain a Tax Exemption, and agrees that Owner shall
have no liability to Tenant nor shall Tenant be entitled to any abatement or
diminution of rent if Owner fails to obtain a Tax Exemption.

              SECTION 23.02. TAXES: A. If Taxes payable in any Tax Escalation
Year shall be in such amount as shall constitute an increase above Owner's Basic
Tax Liability, the Fixed Rent for such Tax Escalation Year shall be increased by
a sum equal to Tenant's Proportionate Share of any such increase in Taxes.

                            B. Unless the Commencement Date shall occur on a
July 1st, any increase in the Fixed Rent pursuant to the provisions of
Subsection A of this Section 23.02 for the Tax Escalation Year in which the
Commencement Date shall occur shall be apportioned in that percentage which the
number of days in the period from the Commencement Date to June 30th of such Tax
Escalation Year, both inclusive, bears to the total number of days in such Tax
Escalation Year. Unless the Demised Term shall expire on a June 30th, any
increase in the Fixed Rent pursuant to the provisions of said Subsection A for
the Tax Escalation Year in which the date of the expiration of the Demised Term
shall occur shall be apportioned in that percentage which the number of days in
the period from July 1st of such Tax Escalation Year to such date of expiration,
both inclusive, bears to the total number of days in such Tax Escalation Year.

              SECTION 23.03. CALCULATION AND PAYMENT OF TAXES: A. Owner shall
render to Tenant, either in accordance with the provisions of Article 27 or by
personal delivery at the Demised Premises, an Owner's Tax Statement with respect
to each Tax Escalation Year, either prior to or during such Tax Escalation Year.
Owner's failure to render an Owner's Tax Statement with respect to any Tax
Escalation Year shall not prejudice Owner's right to recover any sums due to
Owner hereunder with respect to such Tax Escalation Year, nor shall it deprive
Tenant of any credit to which it otherwise might be entitled with respect to
such Tax Escalation Year pursuant to the provisions of Subsection D of this
Section 23.03. The obligations of Owner and Tenant under the provisions of
Section 23.02 and this Section 23.03 with respect to any increase in the Fixed
Rent or any credit to which Tenant may be entitled shall survive the expiration
or any sooner termination of the Demised Term. Within ten (10) days next
following rendition of the first Owner's Tax Statement which shows an increase
in the Fixed Rent for any Tax Escalation Year, Tenant shall pay to Owner one
half (1/2) of the amount of the increase shown upon such Owner's Tax Statement
for such Tax Escalation Year (in the event that the Commencement Date shall
occur during such Tax Escalation Year on a date other than a July 1st, the sum
payable by Tenant under the foregoing provisions of this Subsection 23.03.A
shall be apportioned so that Tenant shall pay that percentage thereof which the
number of days in the period from the Commencement Date to the date upon which
the next installment of Taxes is required to be paid by Owner bears to one
hundred eighty (180) days, thereby giving effect to the apportionment provisions
of Sub section B of Section 23.02). In order to provide for current payments on
account of (i) the next installment of Taxes payable by Owner for such Tax
Escalation Year, if any, and (ii) future potential increases in the Fixed Rent
which may be payable by Tenant pursuant to the provisions of Subsection A of
Section 23.02 for future Tax Escalation Years, Tenant shall (a) pay to Owner, on
the first day of the calendar month next following the rendition of such Owner's
Tax Statement, a sum equal to one-twelfth (1/12th) of the increase in the Fixed
Rent shown upon such Owner's Tax Statement for such Tax Escalation Year (before
any apportionment pursuant to the provisions of Sub section B of Section 23.02)
multiplied by the number of months which may have elapsed between either (x)
July 1st of such Tax Escalation Year if such Owner's Tax Statement is rendered
between July 1st and December 31st of such Tax Escalation Year and the month in
which such payment is made or (y)


                                       35
<PAGE>

January 1st of such Tax Escalation Year if such Owner's Tax Statement is
rendered between January 1st and June 30th of such Tax Escalation Year and the
month in which such payment is made, and (b) thereafter pay to Owner on the
first day of each month of the Demised Term (until rendition by Owner of a new
Owner's Tax Statement) a sum equal to one-twelfth (1/12) of the increase in the
Fixed Rent payable pursuant to the provisions of Subsection A of Section 23.02
for the Tax Escalation Year with respect to which Owner has most recently
rendered an Owner's Tax Statement (before any apportionment pursuant to the
provisions of Subsection B of Section 23.02); each such monthly installment
shall be added to and payable as part of each monthly installment of Fixed Rent.

                            B. Following rendition of each subsequent Owner's
Tax Statement a reconciliation shall be made as follows: Tenant shall be debited
with any increase in the Fixed Rent shown upon such Owner's Tax Statement and
credited with the aggregate amount, if any, paid by Tenant in accordance with
the pro visions of Subsection A of this Section on account of potential future
increases in the Fixed Rent pursuant to Subsection 23.02.A. which has not
previously been credited against increases in the Fixed Rent shown upon Owner's
Tax Statements. Tenant shall pay any net debit balance to Owner within ten (10)
days next following rendition by Owner, either in accordance with the provisions
of Article 27 or by personal delivery at the Demised Premises of an invoice for
such net debit balance; any net credit balance shall be applied as an adjustment
against the next accruing monthly installment as provided in subdivision (b) of
Subsection A of this Section 23.03.

                            C. Tenant acknowledges that under the present law
Taxes are payable by Owner (i) with respect to a fiscal year commencing July 1st
and ending on the following June 30th and (ii) in two (2) installments, in
advance, the first of which is payable on July 1st and the second and final
payment of which is payable on the following January 1st. Tenant further
acknowledges that it is the purpose and intent of this Section 23.03 to provide
Owner with Tenant's Proportionate Share of the increase in Taxes pursuant to the
provisions of Subsection A of Section 23.02 at or about the time such
installment of Taxes is required to be paid by Owner without penalty or
interest. Accordingly, Tenant agrees that if the number of such installments,
and/or the time for payment thereof, and/or the fiscal year used for purposes of
Taxes, is changed, then, (a) prior to the time that any such revised installment
is payable by Owner, Tenant shall pay to Owner the amount which shall provide
Owner with Tenant's Proportionate Share of the increase in Taxes pursuant to the
provisions of Subsection 23.02.A applicable to the revised installment of Taxes
then required to be paid by Owner and (b) this Article shall be appropriately
adjusted to reflect such change and the time for payment by Tenant to Owner of
Tenant's Proportionate Share of any increase in Taxes as provided in this
Article shall be appropriately revised so that Owner shall always be provided
with Tenant's Proportionate Share of the increase in Taxes prior to the time
that the installment of Taxes is required to be paid by Owner.

                            D. If, as a result of any application or proceeding
brought by or on behalf of Owner, Owner's Basic Tax Liability shall be
decreased, Owner's Tax Statement next following such decrease shall include any
adjustment of the Fixed Rent for all prior Tax Escalation Years reflecting a
debit to Tenant equal to the amount by which (a) the aggregate Fixed Rent
payable with respect to all such prior Tax Escalation Years (as increased
pursuant to the operation of the provisions of Subsection A of Section 23.02)
based upon such reduction of Owner's Basic Tax Liability shall exceed (b) the
aggregate Fixed Rent actually paid by Tenant with respect to all such prior Tax
Escalation Years. If, as a result of any application or proceeding brought by or
on behalf of Owner for reduction of the assessed valuation of the Real Property
for any fiscal tax year subsequent to the calendar tax year 2000, there shall be
a decrease in Taxes for any Tax Escalation Year with respect to which Owner
shall have previously rendered an Owner's Tax Statement, Owner's Tax Statement
next following such decrease shall include an adjustment of the Fixed Rent for
such Tax Escalation Year reflecting a credit to Tenant equal to the amount by
which (i) the Fixed Rent actually paid by Tenant with respect to such Tax
Escalation Year (as increased pursuant to the operation of the provisions of
Subsection A of Section 23.02), shall exceed (ii) the Fixed Rent payable with
respect to such Tax Escalation Year (as increased pursuant to the operation of
the provisions of Subsection A of Section 23.02) based upon such reduction of
the assessed valuation. Tenant shall not bring or cause to be brought any
application or proceeding for reduction of the assessed valuation of the Real
Property. Tenant shall pay to Owner within thirty (30) days after demand, as
additional rent under this Lease, a sum equal to Tenant's Proportionate Share of
all costs and expenses, including, without limitation, counsel fees, paid or
incurred by Owner in connection with any application or proceeding brought for
reduction of the assessed valuation of the Real Property or any other contest of
Taxes upon the Real Property for any Tax Escalation Year, whether or not such
application, proceeding or other contest was commenced and/or settled and/or
determined prior to the Tax Escalation Year in question.

                            E. Owner and Tenant acknowledge that Tenant may
apply for a certificate of abatement from the Department of Finance of the City
of New York pursuant to the provisions of the Real Property


                                       36
<PAGE>

Law of the State of New York (the "TAX ABATEMENT PROGRAM"). Owner agrees, at no
cost or expense to Owner, to cooperate with Tenant in its efforts to procure a
certificate of abatement including, if necessary, and if Owner reasonably
approves of its contents, co-signing Tenant's application for a certificate of
abatement. Tenant agrees that Owner shall have no liability to Tenant nor shall
Tenant be entitled to any abatement or diminution of rent if Tenant fails to
obtain a certificate of abatement under the Tax Abatement Program.

              SECTION 23.04. LABOR RATES: A. If Labor Rates in effect as of
January 1st of any Escalation Year shall be such as to constitute an increase
above Labor Rates in effect as of January 1, 2000, the Fixed Rent for such
Escalation Year shall be increased by a sum equal to the Demised Premises Area
multiplied by one hundred (100%) percent of the number of cents (inclusive of
any fractions of a cent) of any such increase in Labor Rates.

                            B. Unless the Commencement Date shall occur on a
January 1st, any increase in the Fixed Rent pursuant to the provisions of
Subsection A of this Section 23.04 for the Escalation Year in which the
Commencement Date shall occur shall be apportioned in that percentage which the
number of days in the period from the Commencement Date to December 31st of such
Escalation Year, both inclusive, shall bear to the total number of days in such
Escalation Year. Unless the Demised Term shall expire on a December 31st, any
increase in the Fixed Rent pursuant to the provisions of Subsection A of this
Section 23.04 for the Escalation Year in which the date of the expiration of the
Demised Term shall occur shall be apportioned in that percentage which the
number of days in the period from January 1st of such Escalation Year to such
date of expiration, both inclusive, shall bear to the total number of days in
such Escalation Year.

                            C. Owner shall render to Tenant, either in
accordance with the provisions of Article 27 or by personal delivery at the
Demised Premises, an Owner's Labor Rate Statement with respect to each
Escalation Year, either prior to or during such Escalation Year. Owner's failure
to render an Owner's Labor Rate Statement with respect to any Escalation Year
shall not prejudice Owner's right to recover any sums due to Owner hereunder
with respect to such Escalation Year. The obligations of Tenant under the
provisions of this Article with respect to any increase in the Fixed Rent shall
survive the expiration or any sooner termination of the Demised Term. Following
rendition of an Owner's Labor Rate Statement which shows an increase in the
Fixed Rent for any Escalation Year, Tenant shall pay to Owner, on the first day
of each month during such Escalation Year, a sum equal to one-twelfth (1/12) of
the increase in the Fixed Rent shown upon such Owner's Labor Rate Statement for
such Escalation Year (before any apportionment pursuant to the provisions of
Subsection B of this Section). If any such Owner's Labor Rate Statement shall be
rendered after the commencement of any Escalation Year, Tenant shall pay to
Owner on the first day of the calendar month next following the rendition of
such Owner's Labor Rate Statement (in addition to the payment required by the
immediately preceding sentence) a sum equal to one-twelfth (1/12) of the
increase in the Fixed Rent for such Escalation Year shown on such statement
(before any apportionment pursuant to the provisions of Subsection B of this
Section) multiplied by the number of months which may have elapsed between
January 1st of such Escalation Year and the month in which such payment is
required to be made.

              SECTION 23.05. Deleted.

              SECTION 23.06. COLLECTION OF INCREASES IN FIXED RENT: The
obligations of Owner and Tenant under the provisions of this Article 23 with
respect to any increase in the Fixed Rent, or any credit to which Tenant may be
entitled shall survive the expiration or sooner termination of the Demised Term.
All sums payable by Tenant to Owner pursuant to the provisions of this Article
23 shall be collectible by Owner in the same manner as Fixed Rent.

                                   ARTICLE 24

                                    NO WAIVER

              SECTION 24.01. OWNER'S TERMINATION NOT PREVENTED: Neither any
option granted to Tenant in this Lease or in any collateral instrument to renew
or extend the Demised Term, nor the exercise of any such option by Tenant, shall
prevent Owner from exercising any option or right granted or reserved to Owner
in this Lease or in any collateral instrument or which Owner may have by virtue
of any law, to terminate this Lease and the Demised Term or any renewal or
extension of the Demised Term either during the original Demised Term or during
the renewed or extended term. Any termination of this Lease and the Demised Term
shall serve to terminate any such renewal or extension of the Demised Term and
any right of Tenant to any such renewal or extension, whether or not Tenant
shall have exercised any such option to renew or extend the Demised Term. Any
such option or right on the part of Owner


                                       37
<PAGE>

to terminate this Lease shall continue during any extension or renewal of the
Demised Term. No option granted to Tenant to renew or extend the Demised Term
shall be deemed to give Tenant any further option to renew or extend.

              SECTION 24.02. NO TERMINATION BY TENANT/NO WAIVER: No act or thing
done by Owner or Owner's agents during the Demised Term shall constitute a valid
acceptance of a surrender of the Demised Premises or any remaining portion of
the Demised Term except a written instrument accepting such surrender, executed
by Owner. No employee of Owner or of Owner's agents shall have any authority to
accept the keys of the Demised Premises prior to the termination of this Lease
and the Demised Term, and the delivery of such keys to any such employee shall
not operate as a termination of this Lease or a surrender of the Demised
Premises; however, if Tenant desires to have Owner sublet the Demised Premises
for Tenant's account, Owner or Owner's agents are authorized to receive said
keys for such purposes without releasing Tenant from any of its obligations
under this Lease, and Tenant hereby relieves Owner of any liability for loss of,
or damage to, any of Tenant's property or other effects in connection with such
subletting. The failure by Owner to seek redress for breach or violation of, or
to insist upon the strict performance of, any term, covenant or condition of
this Lease on Tenant's part to be observed or performed, shall not prevent a
subsequent act or omission which would have originally constituted a breach or
violation of any such term, covenant or condition from having all the force and
effect of an original breach or violation. The receipt by Owner of rent with
knowledge of the breach or violation by Tenant of any term, covenant or
condition of this Lease on Tenant's part to be observed or performed shall not
be deemed a waiver of such breach or violation. Owner's failure to enforce any
Building Rule against Tenant or against any other tenant or occupant of the
Building shall not be deemed a waiver of any such Building Rule. No provision of
this Lease shall be deemed to have been waived by Owner unless such waiver shall
be set forth in a written instrument executed by Owner. No payment by Tenant or
receipt by Owner of a lesser amount than the aggregate of all Fixed Rent and
additional rent then due under this Lease shall be deemed to be other than on
account of the first accruing of all such items of Fixed Rent and additional
rent then due, no endorsement or statement on any check and no letter
accompanying any check or other rent payment in any such lesser amount and no
acceptance of any such check or other such payment by Owner shall constitute an
accord and satisfaction, and Owner may accept any such check or payment without
prejudice to Owner's right to recover the balance of such rent or to pursue any
other legal remedy.

                                   ARTICLE 25

                         MUTUAL WAIVER OF TRIAL BY JURY

              SECTION 25.01. Owner and Tenant hereby waive trial by jury in any
action, proceeding or counterclaim brought by Owner or Tenant against the other
on any matter whatsoever arising out of or in any way connected with this Lease,
the relationship of landlord and tenant, the use or occupancy of the Demised
Premises by Tenant or any person claiming through or under Tenant, any claim of
injury or damage, and any emergency or other statutory remedy; however, the
foregoing waiver shall not apply to any action for personal injury or property
damage. The provisions of the foregoing sentence shall survive the expiration or
any sooner termination of the Demised Term. If Owner commences any summary
proceeding, or any other proceeding of like import, Tenant agrees: (i) not to
interpose any counterclaim of whatever nature or description in any such summary
proceeding, or any other proceeding of like import, unless failure to interpose
such counterclaim would preclude Tenant from asserting such claim in a separate
action or proceeding; and (ii) not to seek to remove to another court or
jurisdiction or consolidate any such summary proceeding, or other proceeding of
like import, with any action or proceeding which may have been, or will be,
brought by Tenant. In the event that Tenant shall breach any of its obligations
set forth in the immediately preceding sentence, Tenant agrees (a) to pay all of
Owner's attorneys' fees and disbursements in connection with Owner's enforcement
of such obligations of Tenant and (b) in all events, to pay all accrued, present
and future Fixed Rent and increases therein and additional rent payable pursuant
to the provisions of this Lease.

                                   ARTICLE 26

                              INABILITY TO PERFORM

                  SECTION 26.01. If, by reason of strikes or other labor
disputes, fire or other casualty (or reasonable delays in adjustment of
insurance), accidents, any Legal Requirements, any orders of any Governmental
Authority or any other cause beyond Owner's reasonable control, whether or not
such other cause shall be similar in nature to those hereinbefore enumerated,
Owner is unable to furnish or is delayed in furnishing any utility or service
required to be


                                       38
<PAGE>

furnished by Owner under the provisions of Article 29 or any other Article of
this Lease or any collateral instrument, or is unable to perform or make or is
delayed in performing or making any installations, decorations, repairs,
alterations, additions or improvements, whether or not required to be performed
or made under this Lease or under any collateral instrument, or is unable to
fulfill or is delayed in fulfilling any of Owner's other obligations under this
Lease or any collateral instrument, no such inability or delay shall constitute
an actual or constructive eviction, in whole or in part, or entitle Tenant to
any abatement or diminution of rent, or relieve Tenant from any of its
obligations under this Lease, or impose any liability upon Owner or its agents
by reason of inconvenience or annoyance to Tenant, or injury to or interruption
of Tenant's business, or otherwise. Owner shall employ reasonable diligence to
attempt to eliminate the cause of any inability or delay referred to in this
Section; however, it is understood and agreed that (i) the foregoing provisions
of this sentence shall not apply in the event of any strike or labor dispute,
and (ii) Owner shall not be required to employ labor at overtime or any other
premium pay rates, except that Owner shall employ labor at such overtime or
other premium pay rates in cases where there is a material interference with the
business of Tenant or the health or safety of any occupants of the Demised
Premises is adversely affected.

              SECTION 26.02. If by reason of strikes or other labor disputes,
fire or other casualty (or reasonable delays in adjustment of insurance)
accidents, orders or regulations of any Federal, State, County or Municipal
authority, or any other cause beyond Tenant's reasonable control, Tenant is
unable to fulfill any of Tenant's obligations under this Lease or any collateral
instrument (with the exception of any obligations on Tenant's part to pay any
sum of money due Owner, including, without limitation, the payment of Fixed Rent
or increases thereof, or any additional rent, which monetary obligation shall
remain unaffected by the provisions of this Section 26.02), Tenant shall not be
required to fulfill such non-monetary obligations during the period that Tenant
is so unable to fulfill them by reason of the above, provided however, that
Tenant shall employ reasonable diligence to attempt to eliminate the cause of
such inability referred to in this Section 26.02.

                                   ARTICLE 27

                                     NOTICES

              SECTION 27.01. Except as otherwise expressly provided in this
Lease, any bills, statements, notices, demands, requests or other communications
given or required to be given under this Lease shall be effective only if
rendered or given in writing, sent by registered or certified mail (return
receipt requested optional), addressed as follows:

                            (A) TO TENANT (i) at Tenant's address set forth in
this Lease if mailed prior to Tenant's taking possession of the Demised
Premises, or (ii) at the Building if mailed subsequent to Tenant's taking
possession of the Demised Premises, or (iii) at any place where Tenant or any
agent or employee of Tenant may be found if mailed subsequent to Tenant's
vacating, deserting, abandoning or surrendering the Demised Premises, with a
copy in each instance to Proskauer Rose LLP, 1585 Broadway, New York, New York
10036; Attention Ronald R. Papa, Esq.; or

                            (B) TO OWNER at Owner's address set forth in this
Lease, with a copy to Goldfarb & Fleece, 345 Park Avenue, New York, New York
10154, Attention: Partner-in-Charge, Rudin Management, or

                            (C) addressed to such other address as either Owner
or Tenant may designate as its new address for such purpose by notice given to
the other in accordance with the provisions of this Section. Any such bill,
statement, notice, demand, request or other communication shall be deemed to
have been rendered or given on the date when it shall have been mailed as
provided in this Section.

Nothing contained in this Section 27.01 shall preclude, limit or modify Owner's
service of any notice, statement, demand or other communication in the manner
required by law, including, but not limited to, any demand for rent under
Article 7 of the New York Real Property Actions and Proceedings Law or any
successor laws of like import.


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<PAGE>

                                   ARTICLE 28

                               PARTNERSHIP TENANT

              SECTION 28.01. If Tenant is a partnership or professional
corporation or limited liability company (or is comprised of two (2) or more
persons, individually and as co-partners of a partnership or shareholders of a
professional corporation or members of a limited liability company) or if
Tenant's interest in this Lease shall be assigned to a partnership or
professional corporation or limited liability company (or to two (2) or more
persons, individually and as co-partners of a partnership or shareholders of a
professional corporation or members of a limited liability company) pursuant to
Article 11 (any such partnership, professional corporation, limited liability
company and such persons are referred to in this Section as "PARTNERSHIP
TENANT"), the following provisions of this Section shall apply to such
Partnership Tenant: (i) the liability of each of the persons comprising
Partnership Tenant shall be joint and several, individually and as a partner or
shareholder or member, with respect to all obligations of the Tenant under this
Lease whether or not such obligations arose prior to, during, or after any
period when any party comprising Partnership Tenant was a member or shareholder
of Partnership Tenant, and (ii) each of the persons comprising Partnership
Tenant, whether or not such person shall be one of the persons comprising Tenant
at the time in question, hereby consents in advance to, and agrees to be bound
by, any written instrument which may hereafter be executed, changing, modifying
or discharging this Lease, in whole or in part, or surrendering all or any part
of the Demised Premises to Owner, and by any notices, demands, requests or other
communications which may hereafter be given by Partnership Tenant or by any of
the persons comprising Partnership Tenant, and (iii) any bills, statements,
notices, demands, requests or other communications given or rendered to
Partnership Tenant or to any of the persons comprising Partnership Tenant shall
be deemed given or rendered to Partnership Tenant and to all such persons and
shall be binding upon Partnership Tenant and all such persons, and (iv) if
Partnership Tenant shall admit new partners or shareholders or members, all of
such new partners or shareholders or members, as the case may be, shall, by
their admission to Partnership Tenant, be deemed to have assumed performance of
all of the terms, covenants and conditions of this Lease on Tenant's part to be
observed and performed, and shall be liable for such performance, together with
all other parties, jointly or severally, individually and as a partner or
shareholder or member, whether or not the obligation to comply with such terms,
covenants or conditions arose prior to, during or after any period when any
party comprising Partnership Tenant was a member or shareholder of Partnership
Tenant and (v) Partnership Tenant shall give prompt notice to Owner of the
admission of any such new partners, or shareholders or members, as the case may
be, and, upon demand of Owner, shall cause each such new partner or shareholder
or member to execute and deliver to Owner an agreement, in form satisfactory to
Owner, wherein each such new partner or shareholder or member shall so assume
performance of all of the terms, covenants and conditions of this Lease on
Tenant's part to be observed and performed whether or not the obligation to
comply with such terms, covenants or conditions arose prior to, during or after
any period when any party comprising Partnership Tenant was a member or
shareholder of Partnership Tenant (but neither Owner's failure to request any
such agreement nor the failure of any such new partner or shareholder or member
to execute or deliver any such agreement to Owner shall vitiate the provisions
of subdivision (iv) or any other provision of this Section).

                                   ARTICLE 29

                             UTILITIES AND SERVICES

              SECTION 29.01. ELEVATORS: Owner, at Owner's expense, shall
furnish necessary passenger elevator facilities on business days (as defined in
Section 31.01) from 8:00 A.M. to 6:00 P.M. and on Saturdays from 8:00 A.M. to
1:00 P.M. and shall have a passenger elevator subject to call at all other
times. Tenant shall be entitled to the non-exclusive use of the freight elevator
in common with other tenants and occupants of the Building from 8:00 A.M. to
6:00 P.M. on business days, subject to such reasonable rules as Owner may adopt
for the use of the freight elevator. At any time or times all or any of the
elevators in the Building may, at Owner's option, be automatic elevators, and
Owner shall not be required to furnish any operator service for automatic
elevators. If Owner shall, at any time, elect to furnish operator service for
any automatic elevators, Owner shall have the right to discontinue furnishing
such service with the same effect as if Owner had never elected to furnish such
service.

              SECTION 29.02. HEATING, VENTILATING AND AIR CONDITIONING: Owner,
at Owner's expense, shall furnish and distribute to the Demised Premises through
the Building heating, ventilating and air conditioning (referred to as "HVAC")
system, when required for the comfortable occupancy of the Demised Premises,
heated, cooled and outside air, at reasonable temperatures, pressures and
degrees of humidity and in reasonable volumes and velocities on


                                       40
<PAGE>

a year-round basis, on business days from 7:00 A.M. to 1:00 A.M. and on
Saturdays and Sundays from 8:00 A.M. to 6:00 P.M. Notwithstanding the
foregoing provisions of this Section, Owner shall not be responsible if the
normal operation of the Building HVAC system shall fail to provide
conditioned air at reasonable temperatures, pressures or degrees of humidity
or in reasonable volumes or velocities in any portions of the Demised
Premises (a) which, by reason of any machinery or equipment installed by or
on behalf of Tenant or any person claiming through or under Tenant, shall
have an electrical load in excess of four (4) watts per square foot of usable
area for all purposes (including lighting and power), or which shall have a
human occupancy factor in excess of one person per 100 square feet of usable
area (the average electrical load and human occupancy factors for which the
Building HVAC system is designed) or (b) because of any rearrangement of
partitioning or other Alterations made or performed by or on behalf of Tenant
or any person claiming through or under Tenant. Whenever said HVAC system is
in operation, Tenant agrees to cause all the windows in the Demised Premises
to be kept closed and to cause the venetian blinds in the Demised Premises to
be kept closed if necessary because of the position of the sun. Tenant agrees
to cause all the windows in the Demised Premises to be closed whenever the
Demised Premises are not occupied. Tenant shall cooperate fully with Owner at
all times and abide by all regulations and requirements which Owner may
reasonably prescribe for the proper functioning and protection of the HVAC
system. In addition to any and all other rights and remedies which Owner may
invoke for a violation or breach of any of the foregoing provisions of this
Section, Owner may, if Tenant fails to discontinue any such breach after
notice to Tenant thereof, discontinue furnishing services under this Section
during the period of such violation or breach, and such discontinuance shall
not constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any abatement or diminution of rent, or relieve Tenant from
any of its obligations under this Lease, or impose any liability upon Owner,
or its agents, by reason of inconvenience or annoyance to Tenant, or injury
to or interruption of Tenant's business, or otherwise.

              SECTION 29.03. CLEANING: A. Provided Tenant shall keep the Demised
Premises in order, Owner, at Owner's expense, shall cause the office areas of
the Demised Premises to be cleaned substantially in accordance with the
standards set forth in Schedule B, all of the terms, covenants and conditions of
which are incorporated in this Lease by reference and shall be deemed a part of
this Lease, as though fully set forth in the body of this Lease and shall cause
Tenant's ordinary office waste paper refuse to be removed. Tenant shall
cooperate with any waste and garbage recycling program of the Building and shall
comply with all reasonable rules and regulations of Owner with respect thereto.
Tenant acknowledges that Owner's obligation to cause the office areas of the
Demised Premises to be cleaned excludes any portion of the Demised Premises not
used as office areas (e.g., storage, mail and computer areas, private lavatories
and areas used for the storage, preparation, service or consumption of food or
beverages). Tenant shall pay Owner at Building standard rates or, if there are
no such rates, at reasonable rates, for the removal of any of Tenant's refuse or
rubbish, other than ordinary office waste paper refuse, from the Building, and
Tenant, at Tenant's expense, shall cause all portions of the Demised Premises
used for the storage, preparation, service or consumption of food or beverages
to be cleaned daily in a manner satisfactory to Owner, and to be exterminated
against infestation by vermin, roaches or rodents regularly and, in addition,
whenever there shall be evidence of any infestation.

                            B. Tenant acknowledges and is aware that the
cleaning services required to be furnished by Owner pursuant to this Section may
be furnished by a contractor or contractors employed by Owner and agrees that
Owner shall not be deemed in default of any of its obligations under this
Section 29.03 unless such default shall continue for an unreasonable period of
time after notice from Tenant to Owner setting forth the specific nature of such
default.

                            C. Notwithstanding the provisions of Subsection A of
this Section, Tenant shall have the option to contract independently for the
removal of such other refuse and rubbish and for office cleaning services in
addition to those furnished by Owner. In the event Tenant exercises such option,
the removal of such other refuse and rubbish and the furnishing of office
cleaning services to Tenant by persons other than Owner and its contractors
shall be performed in accordance with such regulations and requirements as, in
Owner's judgment, are necessary for the proper operation of the Building, and
Tenant agrees that Tenant will not permit any person to enter the Demised
Premises or the Building for such purposes, or for the purpose of providing
extermination services required to be performed by Tenant pursuant to Subsection
A of this Section, other than persons first approved by Owner, such approval not
unreasonably to be withheld.

                  SECTION 29.04. ELECTRICITY: A. Owner shall redistribute or
furnish electrical energy to or for the use of Tenant in the Demised Premises
for the operation of the lighting fixtures and the electrical receptacles
installed in the Demised Premises on the Commencement Date. If either the
quantity or character of electrical service


                                       41
<PAGE>

is changed by the public utility corporation supplying electrical service to the
Building or is no longer available or suitable for Tenant's requirements, no
such change, unavailability or unsuitability shall constitute an actual or
constructive eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Owner, or its agents, by reason of
inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's
business or otherwise.

                            B. Owner represents that the electrical feeder or
riser capacity serving the Demised Premises on the Commencement Date shall be
adequate to serve the lighting fixtures and electrical receptacles installed in
the Demised Premises on the Commencement Date. Owner shall provide an average of
six (6) units per usable square foot of electrical energy demand load to the
Demised Premises (exclusive of any electrical energy serving the Building HVAC
or other systems), other than during any period Owner is prohibited from doing
so by any laws, orders, rules and/or regulations of any applicable Governmental
Authorities including, but not limited to, the New York State Energy
Conservation Construction Code), in which event the reference to "six (6) watts"
set forth herein shall during such period be decreased to the maximum average
number of watts per useable square foot which is permitted by any such laws,
orders, rules and/or regulations. Any additional feeders or risers to supply
Tenant's additional electrical requirements, and all other equipment proper and
necessary in connection with such feeders or risers shall be installed by Owner
upon Tenant's request, at the sole cost and expense of Tenant, provided, that,
in Owner's judgment, such additional feeders or risers are necessary and are
permissible under applicable laws and insurance regulations and the installation
of such feeders or riders will not cause permanent damage or injury to the
Building or the Demised Premises or cause or create a dangerous or hazardous
condition or entail excessive or unreasonable alterations or repairs to or
interfere with or disturb other tenants or occupants of the Building. Tenant
covenants that at no time shall the use of electrical energy in the Demised
Premises exceed the capacity of the existing feeders or risers or wiring
installations then serving the Demised Premises.

                            C. Prior to the Commencement Date Owner, at Owner's
expense, shall have installed a submeter or submeters in the Demised Premises to
measure Tenant's actual consumption of electricity in the entire Demised
Premises. Tenant shall pay to Owner, from time to time, upon demand, for the
electricity consumed in the Demised Premises, as determined by such submeter or
submeters, the actual cost to Owner of purchasing electricity for the Demised
Premises (as such actual cost is hereinafter defined) plus all applicable taxes
thereon. In addition to the payment required to be made by Tenant to Owner for
the electricity consumed in the Demised Premises as aforesaid, Tenant shall also
pay to Owner as an administrative fee a sum equal to six (6%) percent of such
actual cost to Owner of purchasing electricity for the Demised Premises. Owner's
actual cost for Tenant's KW and KWH shall be determined by the application of
the Building's electric rate schedule per month to Tenant's usage. With respect
to any period when any such submeter is not in good working order, Tenant shall
pay Owner for electricity consumed in the portion of the Demised Premises served
by such submeter at the rate paid by Tenant to Owner during the most recent
comparable period when such submeter was in good working order plus such six
(6%) percent administrative fee. Tenant shall take good care of any such
submeter and all submetering installation equipment, at Tenant's sole cost and
expense, and make all repairs thereto occasioned by any acts, omissions or
negligence of Tenant or any person claiming through or under Tenant as and when
necessary to insure that any such submeter is, at all times during the Demised
Term, in good working order. With respect to the period (referred to as the
"INTERIM PERIOD"), if any, from the Commencement Date through the date
immediately prior to the date upon which the submeter or submeters shall be
operable, Tenant shall pay to Owner monthly on demand of Owner, for the
electricity consumed in the Demised Premises, a sum equal to one-twelfth
(1/12th) of the product of (x) $2.00 multiplied by (y) the Demised Premises
Area. With respect to any period during the Interim Period constituting less
than a full calendar month, the monthly payment referred to in the preceding
sentence shall be appropriately prorated.

                            D. Provided Tenant shall immediately, upon any
discontinuance set forth in this Subsection 29.04.D. be able to receive
electrical service from any public utility corporation, Owner may, at any time,
elect to discontinue the redistribution or furnishing of electrical energy. In
the event of any such election by Owner, (i) Owner agrees to give reasonable
advance notice of any such discontinuance to Tenant, (ii) Owner agrees to permit
Tenant to receive electrical service directly from the public utility
corporation supplying electrical service to the Building and to permit the
existing feeders, risers, wiring and other electrical facilities serving the
Demised Premises to be used by Tenant for such purpose to the extent they are
suitable and safely capable, (iii) Owner agrees to pay such charges and costs,
if any, as such public utility corporation may impose in connection with the
installation of Tenant's meters,


                                       42
<PAGE>

(iv) the provisions of Subsection C of this Section 29.04 shall be deemed
deleted from this Lease, and (v) this Lease shall remain in full force and
effect and such discontinuance shall not constitute an actual or constructive
eviction, in whole or in part, or entitle Tenant to any abatement or diminution
of rent, or relieve Tenant from any of its obligations under this Lease, or
impose any liability upon Owner or its agents by reason of inconvenience or
annoyance to Tenant, or injury to or interruption of Tenant's business, or
otherwise.

                            E. Notwithstanding anything to the contrary set
forth in this Lease, any sums payable or granted in any way by the public
utility corporation supplying electricity to the Building resulting from the
installation in the Demised Premises of energy efficient lighting fixtures,
lamps, special supplemental heating, ventilation and air conditioning systems or
any other Alterations, which sums are paid or given by way of rebate, direct
payment, credit or otherwise, shall be and remain the property of Owner, and
Tenant shall not be entitled to any portion thereof, unless such lighting
fixtures, lamps, supplemental heating, ventilation and air conditioning systems
or other Alterations were installed by Tenant, solely at Tenant's expense,
without any contribution, credit or allowance by Owner, in accordance with all
of the provisions of this Lease. Nothing contained in the foregoing sentence,
however, shall be deemed to obligate Owner to supply or install in the Demised
Premises any such lighting fixtures, lamps, supplemental heating, ventilation
and air conditioning systems or other Alterations.

              SECTION 29.05. WATER: If Tenant requires, uses or consumes
water for any purpose in addition to ordinary lavatory and drinking purposes,
Owner may install a hot water meter and a cold water meter and thereby measure
Tenant's consumption of water for all purposes. Tenant agrees to pay for water
consumed as shown on said meters, and sewer charges, taxes and any other
governmental charges thereon, as and when bills are rendered. For the purposes
of determining the amount of any sums required to be paid by Tenant under this
Section, all hot and cold water consumed during any period when said meters are
not in good working order shall be deemed to have been consumed at the rate of
consumption of such water during the most comparable period when such meters
were in good working order.

              SECTION 29.06. OVERTIME PERIODS: The Fixed Rent does not reflect
or include any charge to Tenant for the furnishing or distributing of any
necessary elevator facilities, heat, conditioned air or mechanical ventilation
to the Demised Premises during periods (referred to as "OVERTIME PERIODS") other
than the hours and days set forth above in this Article for the furnishing and
distributing of such services. Accordingly, if Owner shall furnish any such
elevator facilities, heat, conditioned air or mechanical ventilation to the
Demised Premises at the request of Tenant during Overtime Periods, and Tenant
shall pay Owner for such services at the rates set forth in the next sentence,
which rates may be increased by Owner from time to time to substantially reflect
the annual increases to Owner in the cost of providing the service in question.
As of the date of this Lease, the overtime charges are: (a) THREE HUNDRED NINETY
FOUR and 00/100 ($394.00) DOLLARS per hour for air conditioning; (b) THREE
HUNDRED TEN and 00/100 ($310.00) DOLLARS per hour for heating; and (c) SIXTY
FIVE and 00/100 ($65.00) DOLLARS per hour for elevator, except that there shall
be no charge for Tenant's use of such elevator facilities with respect to
Tenant's single initial move into the Demised Premises. Owner shall not be
required to furnish any such services during Overtime Periods, unless Owner has
received reasonable advance notice from Tenant requesting such services. If
Tenant fails to give Owner reasonable advance notice requesting such services
during any Overtime Peri ods, then, whether or not the Demised Premises are
habitable during such Overtime Periods, failure by Owner to furnish or
distribute any such services during such Overtime Periods shall not constitute
an actual or constructive eviction, in whole or in part, or entitle Tenant to
any abatement or diminution of rent, or relieve Tenant from any of its
obligations under this Lease, or impose any liability upon Owner or its agents
by reason of inconvenience or annoyance to Tenant, or injury to or interruption
of Tenant's business or otherwise.

              SECTION 29.07. OWNER'S RIGHT TO STOP SERVICE: Owner reserves the
right to stop the service of the heating, air conditioning, ventilating,
elevator, plumbing, electrical or other mechanical systems or facilities in the
Building when necessary by reason of accident or emergency, or for repairs,
alterations, replacements or improvements, which, in the judgment of Owner are
necessary, until said repairs, alterations, replacements or improvements shall
have been completed. The exercise of such right by Owner shall not constitute an
actual or constructive eviction, in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or relieve Tenant from any of its obligations
under this Lease, or impose any liability upon Owner or its agents by reason of
inconve nience or annoyance to Tenant, or injury to or interruption of Tenant's
business, or otherwise. Owner shall employ reasonable diligence in attempting to


                                       43
<PAGE>

restore the operation of any such system or facilities without any obligation,
however, to employ labor at overtime or other premium pay rates, except that in
cases where there is a material interference with Tenant's business or health or
safety of the occupants of the Demised Premises is adversely affected, Owner
shall employ contractors or labor at overtime or other premium pay rates.

              SECTION 29.08. TENANT'S EXISTING AND FUTURE SUPPLEMENTAL A/C
UNIT/COOLING TOWER:

                            A. (1) Supplementing the provisions of Section
29.05, Tenant acknowledges that the Demised Premises contains a separate air
conditioning system having a capacity of twenty-three and 4/10 (23.4) tons to
serve the Demised Premises (referred to herein as "TENANT'S EXISTING
SUPPLEMENTAL A/C UNIT") which is currently hooked up to the Building cooling
tower and associated piping (referred to herein as the "COOLING TOWER"). The
provisions of this Section 29.08.A shall apply to Tenant's Existing Supplemental
A/C Unit and the provisions of Section 29.08.B shall apply to any other separate
air conditioning system serving all on any part of the Demised Premises
installed by or on behalf of Tenant in accordance with the provisions of this
Lease. Owner agrees, subject to the provisions of Article 26, Section 29.07 and
this Section, to supply condenser water to Tenant's Existing Supplemental A/C
Unit and accordingly Tenant agrees that from and after the Commencement Date,
the Fixed Rent reserved in this Lease shall be increased by the sum of ELEVEN
THOUSAND SEVEN HUNDRED and 00/100 ($11,700.00) DOLLARS (referred to herein as
the "TENANT'S CURRENT COOLING TOWER USE CHARGE") subject to any increases
thereof pursuant to subdivision (2) of this Subsection A.

                               (2) If the regular hourly wage rate of operating
engineers employed in the Building shall be increased in any Escalation Year (as
defined in Article 23) over the rate in effect on January 1, 2000, the Fixed
Rent for such Escalation Year shall be increased by a sum equal to that
proportion of Tenant's Current Cooling Tower Use Charge which such increase in
said hourly wage rate bears to the hourly wage rate in effect on January 1,
2000. The increase in Fixed Rent for any Escalation Year pursuant to the
provisions of the immediately preceding sentence shall be shown on the Owner's
Labor Rate Statement with respect to such Escalation Year rendered by Owner
pursuant to the provisions of said Article 23, and shall be payable by Tenant as
if it were an increase in the Fixed Rent pursuant to the provisions of said
Article 23.

                               (3) Tenant's Existing Supplemental A/C Unit shall
be repaired and maintained by Tenant, at Tenant's cost and expense, pursuant to
a service contract.

                            B. (1) Supplementing the provisions of Section 29.05
and Section 29.08.A., in the event (a) an additional separate air conditioning
system to serve the Demised Premises is hereafter installed by or on behalf of
Tenant in accordance with the provisions of this Lease (referred to herein as
"TENANT'S ADDITIONAL SUPPLEMENTAL A/C UNIT"), (b) Tenant requests that such Unit
be hooked up to the Cooling Tower, and (c) Owner consents to such hookup, then,
in those events, Owner agrees, subject to the provisions of Article 26 and
Section 29.07, to supply condenser water to Tenant's Additional Supplemental A/C
Unit and Tenant agrees that (i) Tenant shall pay to Owner, upon demand, all
costs and expenses incurred by Owner in connection with the hookup of such Unit
to the Cooling Tower, including, but not limited to, the Building standard
hookup fee then charged by Owner, and (ii) from and after the date the hookup is
completed, the Fixed Rent reserved in this Lease shall be further increased by a
sum (referred to herein as the "TENANT'S ADDITIONAL COOLING TOWER USE CHARGE")
equal to (x) the standard per ton charge then in effect in the Building,
multiplied by (xx) the number of tons of Tenant's Additional Supplemental A/C
Unit.

                               (2) If the regular hourly wage rate of operating
engineers employed in the Building shall be increased in any Escalation Year
over the rate in effect on the January 1st immediately preceding such hookup,
the Fixed Rent for such Escalation Year shall be increased by a sum equal to
that proportion of Tenant's Additional Cooling Tower Use Charge which such
increase in said hourly wage rate bears to the hourly wage rate in effect on the
January 1st immediately preceding such hookup. The increase in Fixed Rent for
any Escalation Year pur suant to the provisions of the immediately preceding
sentence shall be shown on the Owner's Labor Rate Statement with respect to such
Escalation Year rendered by Owner pursuant to the provisions of said Article 23,
and shall be payable by Tenant as if it were an increase in the Fixed Rent
pursuant to the provisions of said Article 23.


                                       44
<PAGE>

                               (3) Any increase in Fixed Rent for Tenant's
Additional Cooling Tower Use Charge shall be effective as of the date Tenant's
Additional Supplemental A/C Unit is hooked up to the Cooling Tower and shall be
retroactive to such date if necessary.

                               (4) Tenant's Additional Supplemental A/C Unit
shall be repaired and maintained by Tenant, at Tenant's cost and expense,
pursuant to a service contract.

                                   ARTICLE 30

                             TABLE OF CONTENTS, ETC.

              SECTION 30.01. TABLE OF CONTENTS/CAPTIONS: The Table of Contents
and the captions following the Articles and Sections of this Lease have been
inserted solely as a matter of convenience and in no way define or limit the
scope or intent of any provision of this Lease.

                                   ARTICLE 31

      MISCELLANEOUS DEFINITIONS, SEVERABILITY AND INTERPRETATION PROVISIONS

              SECTION 31.01. The term "BUSINESS DAYS" as used in this Lease
shall exclude Saturdays, Sundays and holidays, the term "SATURDAYS" as used in
this Lease shall exclude holidays and the term "HOLIDAYS" as used in this Lease
shall mean all days observed as legal holidays by either the New York State
Government or the Federal Government.

              SECTION 31.02. The terms "PERSON" and "PERSONS" as used in this
Lease shall be deemed to include natural persons, firms, corporations,
associations and any other private or public entities, whether any of the
foregoing are acting on their own behalf or in a representative capacity.

              SECTION 31.03. The term "PRIME RATE" shall mean the rate of
interest announced publicly by Chemical Bank, or its successor, from time to
time, as Chemical Bank's or such successor's base rate, or if there is no such
base rate, then the rate of interest charged by Chemical Bank or its successor
to its most credit worthy customers on commercial loans having a ninety (90) day
duration.

              SECTION 31.04. If any term, covenant or condition of this Lease or
any application thereof shall be invalid or unenforceable, the remainder of this
Lease and any other application of such term, covenant or condition shall not be
affected thereby.

              SECTION 31.05. This Lease shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Lease to be drafted. In the event of any action, suit, dispute or proceeding
affecting the terms of this Lease, no weight shall be given to any deletions or
striking out of any of the terms of this Lease contained in any draft of this
Lease and no such deletion or strike out shall be entered into evidence in any
such action, suit or dispute or proceeding given any weight therein.

                                   ARTICLE 32

                               ADJACENT EXCAVATION

              SECTION 32.01. If an excavation shall be made upon land adjacent
to the Real Property, or shall be authorized to be made, Tenant shall afford to
the person causing or authorized to cause such excavation license to enter upon
the Demised Premises for the purpose of doing such work as said person shall
deem necessary to preserve the walls and other portions of the Building from
injury or damage and to support the same by proper foundations and no such entry
shall constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any abatement or


                                       45
<PAGE>

diminution of rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Owner or said person.

                                   ARTICLE 33

                                 BUILDING RULES

              SECTION 33.01. Tenant shall observe faithfully, and comply
strictly with, and shall not permit the violation of, the Building Rules set
forth in Schedule A annexed to and made a part of this Lease and such additional
reasonable Building Rules as Owner may, from time to time, adopt. All of the
terms, covenants and conditions of Schedule A are incorporated in this Lease by
reference and shall be deemed part of this Lease as though fully set forth in
the body of this Lease. The term "BUILDING RULES" as used in this Lease shall
include those set forth in Schedule A and those hereafter made or adopted as
provided in this Section. In case Tenant disputes the reasonableness of any
additional Building Rule hereafter adopted by Owner, the parties hereto agree to
submit the question of the reasonableness of such Building Rule for decision to
the Chairman of the Board of Directors of the Management Division of the Real
Estate Board of New York, Inc., or its successor (the "CHAIRMAN"), or to such
impartial person or persons as the Chairman may designate, whose determination
shall be final and conclusive upon Owner and Tenant. Tenant's right to dispute
the reasonableness of any additional Building Rule shall be deemed waived unless
asserted by service of a notice upon Owner within thirty (30) days after the
date upon which Owner shall give notice to Tenant of the adoption of any such
additional Building Rule. Owner shall have no duty or obligation to enforce any
Building Rule, or any term, covenant or condition of any other lease, against
any other tenant or occupant of the Building, and Owner's failure or refusal to
enforce any Building Rule or any term, covenant or condition of any other lease
against any other tenant or occupant of the Building shall not constitute an
actual or constructive eviction, in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or relieve Tenant from any of its obligations
under this Lease, or impose any liability upon Owner or its agents by reason of
inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's
business, or otherwise.

                                   ARTICLE 34

                                     BROKER

              SECTION 34.01. Tenant represents and warrants to Owner that Hunter
Realty Organization is the sole broker with whom Tenant has negotiated or
otherwise dealt with in connection with the Demised Premises or in bringing
about this Lease. Tenant shall indemnify Owner from all loss, cost, liability,
damage and expenses, including, but not limited to, reasonable counsel fees and
disbursements, arising from any breach of the foregoing representation and
warranty. Landlord shall pay said broker its commission pursuant to a separate
agreement.

                                   ARTICLE 35

                                    SECURITY

              SECTION 35.01. The sum of TWO HUNDRED FIVE THOUSAND NINE HUNDRED
FIFTY-THREE and 00/100 ($205,953.00) DOLLARS representing security (referred to
as "SECURITY") for the faithful per formance and observance by Tenant of the
terms, covenants and conditions of this Lease on Tenant's part to be observed
and performed is due and payable at the time of the execution and delivery of
this Lease. In the event of any default by Tenant in the observance or
performance of any of the terms, covenants or conditions of this Lease on the
part of Tenant to be observed or performed after the expiration of any
applicable periods of notice and grace specifically set forth in this Lease with
respect thereto including, but not limited to, any default in the payment when
due of any monthly installment of the Fixed Rent or increase in the Fixed Rent
payable pursuant to the provisions of Articles 23 or 29 or of any additional
rent, Owner may use or apply all or any part of the Security for the payment to
Owner for Tenant's account of any sum or sums due under this Lease, without
thereby waiving any other rights or remedies of Owner with respect to such
default. Tenant agrees to replenish all or any part of the Security so used or
applied during the Demised


                                       46
<PAGE>

Term. After (i) the Expiration Date or any other date upon which the Demised
Term shall expire and come to an end, and (ii) the full observance and
performance by Tenant of all of the terms, covenants and conditions of this
Lease on Tenant's part to be observed and performed, including, but not limited
to, the provisions of Article 21, Owner shall return to Tenant the balance of
the Security then held or retained by Owner. Owner agrees that, unless
prohibited by law or by the general policies of lending institutions in New York
City, Owner shall deposit the Security in an interest-bearing savings account
with a bank selected by Owner, in which event all interest accruing thereon
shall be added to and become part of the Security and shall be retained by Owner
under the same conditions as the sum originally deposited as Security except
that Tenant shall be paid all interest accruing thereon less the one (1%)
percent administrative fee on an annual basis provided Tenant is not then in
default under any of the terms, covenants and conditions of this Lease on
Tenant's part to be observed and performed after any applicable periods of
notice and grace specifically set forth in this Lease with respect thereto.
Tenant agrees that Tenant shall not assign or encumber any part of the Security,
and no assignment or encumbrance by Tenant of all or any part of the Security
shall be binding upon Owner, whether made prior to, during, or after the Demised
Term. Owner shall not be required to exhaust its remedies against Tenant or
against the Security before having recourse to any other form of security held
by Owner and recourse by Owner to any form of security shall not affect any
remedies of Owner which are provided in this Lease or which are available to
Owner in law or equity. In the event of any sale, assignment or transfer by
Owner named herein (or by any subsequent Owner) of its interest in the Building
as owner or lessee, Owner (or such subsequent owner) shall have the right to
assign or transfer the Security to its grantee, assignee or transferee and, in
the event of such assignment or transfer, Owner named herein, (or such
subsequent Owner) shall have no liability to Tenant for the return of the
Security and Tenant shall look solely to the grantee, assignee or transferee for
such return. A lease of the entire Building shall be deemed a transfer within
the meaning of the foregoing sentence. Notwithstanding anything to the contrary
set forth in the foregoing provisions of this Article, Owner shall be entitled
to retain the one (1%) percent administrative fee permitted by law to be
retained by landlords with respect to security deposits.

              SECTION 35.02. LETTER OF CREDIT: A. (1) Tenant shall have the
option, in place of the Security referred to in Section 35.01, to deliver to
Owner, at any time after the execution and delivery of this Lease, an
unconditional, irrevocable letter of credit issued by Chase Manhattan Bank, NA
(or the like reasonably acceptable to Owner) (referred to as the "BANK"), in
favor of Owner, in the sum of TWO HUNDRED FIVE THOUSAND NINE HUNDRED FIFTY-THREE
and 00/100 ($205,953.00) DOLLARS (referred to as the "SECURITY AMOUNT") in funds
available immediately or same day funds in the City of New York, as security for
the faithful observance and performance by Tenant of the terms, covenants and
conditions of this Lease on Tenant's part to be observed and performed. Such
letter of credit shall be for a term of not less than one (1) year which term
shall be automatically renewed for successive one (1) year terms, unless the
Bank gives not less than one hundred twenty (120) days prior written notice that
it will not so renew the letter of credit for such successive term and the last
term of the letter of credit shall end not less than sixty (60) days after the
Expiration Date. If such letter of credit is not automatically renewed as
aforesaid, Tenant agrees to cause the Bank to renew such letter of credit, from
time to time, during the Demised Term, at least ninety (90) days prior to the
expiration of said letter of credit or any renewal or replacement, upon the same
terms and conditions. In the event of any transfer of said letter of credit
pursuant to Section 35.05, and notice of such transfer to Tenant, Tenant, within
twenty (20) days thereafter, shall cause a new letter of credit to be issued by
said Bank to the transferee, upon the same terms and conditions, in replacement
of the letter of credit so transferred and Owner agrees that, simultaneously
with the delivery of such new letter of credit, it will return to said Bank the
letter of credit being replaced. The letter of credit deposited hereunder, and
all renewals and replacements, are referred to, collectively, as the "LETTER OF
CREDIT". In amplification and not in limitation of the foregoing, the Letter of
Credit shall expressly provide that (i) the Letter of Credit can be drawn down
by presentation of a sight draft only without any other documents or statements,
(ii) partial drawings are allowed and (iii) the Letter of Credit shall be
transferable by Owner, as beneficiary thereof, without restriction or limitation
and with all fees paid by Tenant.

                                 (2) The Letter of Credit shall be held by Owner
for the purposes set forth in this Article and shall not be transferred except
for transfer (a) to an agent for collection, or (b) pursuant to the provisions
of Section 35.06. In the event Tenant defaults beyond any applicable grace
period hereunder in the performance of its


                                       47
<PAGE>

obligations to issue a replacement Letter of Credit, or in the observance or
performance of Tenant's agreement to cause the Bank to renew the Letter of
Credit, Owner, in addition to all rights and remedies which Owner may have under
this Lease or at law, shall have the right to require the Bank to make payment
to Owner of the entire Security Amount or the undrawn portion thereof, as the
case may be, represented by the Letter of Credit, which sum may be held by Owner
as Cash Security (as said term is hereinafter defined) in accordance with the
provisions of this Article. If payment of the entire Security Amount or the
undrawn portion thereof is made to Owner by reason of Tenant's failure to renew
or replace the Letter of Credit in accordance with the foregoing provisions of
this Article, Owner shall have the right, at any time on behalf of Tenant, to
replace said Cash Security with a new Letter of Credit issued by the Bank or any
other bank selected by Owner, in Owner's sole discretion, and Tenant hereby
irrevocably constitutes and appoints Owner as Tenant's agent and
attorney-in-fact to cause the Bank or any such other bank selected by Owner to
issue such a replacement Letter of Credit. The Letter of Credit must provide for
partial drawings.

                                 (3) In the event Tenant defaults in the payment
when due of an installment of Fixed Rent or in the payment when due of any
additional rent and such default shall continue for a period of ten (10) days
after notice by Owner to Tenant of such default or if this Lease and the Demised
Term shall expire and come to an end as provided in Article 16 or by or under
any summary proceeding or any other action or proceeding, or if Owner shall
re-enter the Demised Premises as provided in Article 17, or by or under any
summary proceeding or any other action or proceeding, then Owner, in addition to
all rights and remedies which Owner may have under this Lease or at law, may
from time to time, draw on the Letter of Credit in one or more drawings for the
amount of any Fixed Rent or additional rent then due and for any amount then due
and payable to Owner under this Lease. In the event of a partial drawing, as
provided in the immediately preceding sentence, Tenant shall, within five (5)
days after demand, cause the Bank to issue an amendment to the Letter of Credit
restoring the amount available thereunder to the Security Amount. In
amplification and not in limitation of the provisions of this Lease, a failure
by Tenant to cause the Bank to issue an amendment to the Letter of Credit
restoring the amount available thereunder to the Security Amount shall be deemed
a default by Tenant under the terms, covenants and conditions of this Lease.
Notwithstanding anything to the contrary set forth in this Lease, including, but
not limited to, the foregoing provisions of this Article, in addition to all
rights granted to Owner pursuant to the provisions of the Lease, if this Lease
and the Demised Term shall expire and come to an end as provided in Article 16,
or by or under any summary proceeding, or any other action or proceeding, or if
Owner shall re-enter the Demised Premises as provided in Article 17, or by or
under any summary proceeding or any other action or proceeding, Owner, in
addition to all rights and remedies which Owner may have under this Lease or at
law, shall have the right to require the Bank to make payment to Owner of the
entire Security Amount or the undrawn portion thereof, as the case may be,
represented by the Letter of Credit, which sum shall be held and applied by
Owner as Cash Security in accordance with the provisions of this Article.

                            B. Any sum held by Owner as cash security ("Cash
Security") shall be held subject to the provisions of Section 7-103 of the
General Obligations Law or any similar statute successor thereto.

              SECTION 35.03. APPLICATION OF CASH SECURITY: In the event Tenant
defaults in the observance or performance of any term, covenant or condition of
this Lease on Tenant's part to be observed or performed, including, but not
limited to, the covenant for the payment of Fixed Rent and additional rent,
beyond the applicable grace period provided under this Lease for curing such
default, Owner may use, apply or retain the whole or any part of any Cash
Security held by Owner under any of the provisions of Section 35.02, to the
extent required for the payment of any Fixed Rent, additional rent or any other
sum with respect to which Tenant is in default, or for the payment of any sum
which Owner may expend or incur because of Tenant's default in the observance or
performance of any such term, covenant or condition, including, but not limited
to, the payment of any damages or deficiency in the reletting of the Demised
Premises, whether such damage or deficiency accrued before or after summary
proceedings or other re-entry by Owner, without thereby waiving any other rights
or remedies of Owner with respect to such default, and Owner shall hold the
remainder of such Cash Security as security for the faithful performance and
observance by Tenant of the terms, covenants and conditions of this Lease on
Tenant's part to be observed and performed with the same rights as hereinabove
set forth to use, apply or retain all or any part of such remainder in the event
of any further default by Tenant under this Lease.


                                       48
<PAGE>

              SECTION 35.04. RESTORATION OF CASH SECURITY: If Owner uses,
applies or retains the whole or any part of the Cash Security held by Owner
under any of the provisions of Section 35.02 or 35.03, Tenant, promptly after
notice thereof, shall deliver to Owner, in cash or by a cashier's check, or
Tenant's certified check, in either case drawn by or on a bank which is a member
of the New York Clearing House Association and payable to the order of Owner,
the sum necessary to restore the Cash Security to the Security Amount. In
amplification and not in limitation of the provisions of this Lease, a failure
by Tenant to so replenish the Cash Security to the Security Amount shall be
deemed a default by Tenant under the terms, covenants and conditions of this
Lease.

              SECTION 35.05. RETURN OF SECURITY: The Letter of Credit and/or any
remaining portion of any Cash Security then held by Owner for the performance of
Tenant's obligations under this Lease as security shall be returned to Tenant
after (i) the Expiration Date and (ii) the full observance and performance by
Tenant of all of the terms, covenants and conditions of this Lease on Tenant's
part to be observed and performed, including, but not limited to, the provisions
of Article 21.

              SECTION 35.06. TRANSFER OF LETTER OF CREDIT: In the event of a
sale or other transfer of the Land and/or Building, or Owner's interest in this
Lease, Owner shall transfer the Letter of Credit and/or any remaining portion of
any Cash Security then held by Owner as security for the performance of Tenant's
obligations under this Lease to the transferee, and Owner shall thereupon be
released from all liability for the return of such security; Tenant agrees to
look solely to the transferee for the return of any such security and it is
agreed that the provisions of this sentence shall apply to every sale or
transfer of the Land and/or Building or Owner's interest in this Lease by Owner
named herein or its successors, and to every transfer or assignment made of any
such security. Any transferee shall be deemed to have agreed that any Letter of
Credit or Cash Security transferred to such transferee pursuant to Section 35.06
shall be held in accordance with the provisions of Sections 35.02 through 35.08
for the purposes of such Sections. A lease of the entire Building pursuant to
which the lessee shall be entitled to collect the rents hereunder shall be
deemed a transfer within the meaning of this Section 35.06.

              SECTION 35.07. DEPOSIT OF CASH SECURITY IN INTEREST-BEARING
ACCOUNT: Subject to Owner's right to replace the Cash Security with a new Letter
of Credit in accordance with the provisions of Section 35.02, Owner agrees that,
if not prohibited by law or the general policies of lending institutions in New
York City, Owner shall deposit any Cash Security held by Owner in an
interest-bearing savings account at a bank or banks selected by Owner, and all
interest accruing thereon shall be added to and become part of such Cash
Security and shall be retained by Owner under the same conditions as the
principal sum held as Cash Security, except that Tenant shall be paid all
interest accruing thereon less the one percent (1%) administrative fee on an
annual basis. Notwithstanding anything to the contrary set forth in Sections
35.02 through 35.08 with respect to any Cash Security, Owner shall be entitled
to retain the one (1%) percent administrative fee permitted by law to be
retained by landlords with respect to cash security deposits.

              SECTION 35.08. NO ASSIGNMENT OF SECURITY BY TENANT: Tenant agrees
that it will not assign, mortgage or encumber, or attempt to assign, mortgage or
encumber, the Letter of Credit or any Cash Security held by Owner under this
Lease, and that neither Owner nor its successors or assigns shall be bound by
any such assignment, mortgage, encumbrance, attempted assignment, attempted
mortgage or attempted encumbrance. Owner shall not be required to exhaust its
remedies against Tenant before having recourse to the Letter of Credit, the Cash
Security or any other security held by Owner. Recourse by Owner to the Letter of
Credit, the Cash Security or any other security held by Owner shall not affect
any remedies of Owner which are provided in this Lease or which are available in
law or equity.


                                       49
<PAGE>

                                   ARTICLE 36

                                ARBITRATION, ETC.

              SECTION 36.01. Any dispute with respect to the reasonability of
any failure or refusal of Owner to grant its consent or approval to any request
for such consent or approval pursuant to the provisions of Sections 3.01 or
11.03 with respect to which request Owner has agreed, in such Sections, not
unreasonably to withhold such consent or approval, which is submitted to
arbitration shall be finally determined by arbitration in the City of New York
in accordance with the rules and regulations then obtaining of the American
Arbitration Association or its successor. Any such determination shall be final
and binding upon the parties, whether or not a judgment shall be entered in any
court. In making their determination, the arbitrators shall not subtract from,
add to, or otherwise modify any of the provisions of this Lease. Owner and
Tenant may, at their own expense, be represented by counsel and employ expert
witnesses in any such arbitration. Any dispute with respect to the reasonability
of any failure or refusal of Owner to grant its consent or approval to any
request for such consent or approval pursuant to any of the provisions of this
Lease (other than Sections 3.01 and 11.03) with respect to which Owner has
covenanted not unreasonably to withhold such consent or approval, and any
dispute arising with respect to the increases in Fixed Rent due to the
provisions of Section 23.02 and Section 23.04 shall be determined by applicable
legal proceedings. If the determination of any such legal proceedings, or of any
arbitration held pursuant to the provisions of this Section with respect to
disputes arising under Sections 3.01 and 11.03, shall be adverse to Owner, Owner
shall be deemed to have granted the requested consent or approval, or be bound
by any determination as to Taxes and Labor Rates and the increases in Fixed Rent
relating thereto, but that shall be Tenant's sole remedy in such event and Owner
shall not be liable to Tenant for a breach of Owner's covenant not unreasonably
to withhold such consent or approval, or otherwise. Each party shall pay its own
counsel and expert witness fees and expenses, if any, in connection with any
arbitration held pursuant to the provisions of this Section and the parties will
share all other expenses and fees of any such arbitration.

                                   ARTICLE 37

                                  PARTIES BOUND

              SECTION 37.01. The terms, covenants and conditions contained in
this Lease shall bind and inure to the benefit of Owner and Tenant and, except
as otherwise provided in this Lease, their respective heirs, distributees,
executors, administrators, successors and assigns. However, the obligations of
Owner under this Lease shall no longer be binding upon Owner named herein after
the sale, assignment or transfer by Owner named herein (or upon any subsequent
Owner after the sale, assignment or transfer by such subsequent Owner) of its
interest in the Building as owner or lessee, and in the event of any such sale,
assignment or transfer, such obligations shall thereafter be binding upon the
grantee, assignee or other transferee of such interest, and any such grantee,
assignee or transferee, by accepting such interest, shall be deemed to have
assumed such obligations. A lease of the entire Building shall be deemed a
transfer within the meaning of the foregoing sentence. Neither the partners
(direct or indirect) comprising Owner, nor the shareholders (nor any of the
partners comprising same), partners, directors or officers of any of the
foregoing (collectively, the "OWNER'S PARTIES") shall be liable for the
performance of Owner's obligations under this Lease. Tenant shall look solely to
Owner to enforce Owner's obligations hereunder and shall not seek any damages
against any of the Owner's Parties. Notwithstanding anything contained in this
Lease to the contrary, Tenant shall look solely to the estate and interest of
Owner, its successors and assigns, in the Real Property and Building for the
collection or satisfaction of any judgment recovered against Owner based upon
the breach by Owner of any of the terms, conditions or covenants of this Lease
on the part of Owner to be performed, and no other property or assets of Owner
or any of Owner's Parties shall be subject to levy, execution or other
enforcement procedure for the satisfaction of Tenant's remedies under or with
respect to either this Lease, the relationship of landlord and tenant hereunder,
or Tenant's use and occupancy of the Demised Premises.

                                   ARTICLE 38


                                       50
<PAGE>

           TENANT'S INITIAL INSTALLATION AND OWNER'S WORK CONTRIBUTION

              SECTION 38.01. TENANT'S INITIAL INSTALLATION. A. Promptly after
the Commencement Date, Tenant shall, at Tenant's cost and expense, perform
various Alterations in the Demised Premises leased to Tenant pursuant to this
Lease, excluding any additional space (referred to as the "NON-CONTRIBUTING
ADDITIONAL SPACE") hereafter leased by Tenant pursuant to a separate agreement
entered into between Owner and Tenant after the date of this Lease, required for
Tenant's occupancy and use of the Demised Premises and conduct of its business
therein. Such Alterations (referred to as "TENANT'S INITIAL INSTALLATION") shall
be made and performed in accordance with the provisions of this Lease,
including, without limitation, the provisions of Articles 3 and 6 hereof. Tenant
shall prosecute Tenant's Initial Installation to completion with all reasonable
diligence.

              SECTION 38.02. OWNER'S CONTRIBUTION. A. Subject to the provisions
and requirements of this Article 38, and provided that Tenant is not then in
default under any of the terms, covenants or conditions of this Lease on the
part of Tenant to be observed or performed after notice and the expiration of
any applicable grace and cure period in this Lease specifically with respect
thereto, Owner shall contribute the sum of not more than THREE HUNDRED SEVENTY
NINE THOUSAND NINETY SIX and 00/100 ($379,096.00) DOLLARS in the aggregate
toward the cost and expense actually incurred by Tenant with respect to Tenant's
Initial Installation. Owner's contribution on account of Tenant's Initial
Installation is referred to as "OWNER'S WORK CONTRIBUTION". Irrespective of the
actual cost and expense of Tenant's Initial Installation, in no event shall
Owner's Work Contribution exceed the aggregate sum of THREE HUNDRED SEVENTY NINE
THOUSAND NINETY SIX and 00/100 ($379,096.00) DOLLARS. No portion of Owner's Work
Contribution shall be applied against the cost of any Alterations performed in
any Non-Contributing Space.

                            B. (1) Subject to the provisions of the following
Paragraph (2) of this Subsection B, and provided that Tenant is not then in
default under any of the terms, covenants or conditions of this Lease on
Tenant's part to be observed and performed after notice and the expiration of
any applicable grace and cure period in this Lease specifically with respect
thereto, Owner shall distribute Owner's Work Contribution on account of Tenant's
Initial Installation as the work with respect thereto progresses, upon Tenant's
submission to Owner of (i) paid receipts or other evidence of payment, in form
reasonably acceptable to Owner, for the cost and expense of Tenant's Initial
Installation, and (ii) partial waivers of mechanic's liens from all contractors,
subcontractors, materialmen and laborers who performed any services or delivered
any materials in connection with Tenant's Initial Installation and which
services or materials are the subject of the distribution in question by Owner
to Tenant of Owner's Work Contribution, provided however, that at no time shall
Owner be required to pay more than the value of the work in place, and provided
further that any such work shall comply with any plans and specifications
previously approved by Owner and shall otherwise comply with the requirements of
this Lease and Tenant's request for distribution shall be accompanied by a
certification of Tenant's architect or designer to that effect. Distributions of
Owner's Work Contribution shall be made not more than monthly.

                                 (2) Notwithstanding the aforesaid, Owner shall
not be required to disburse the last ten (10%) percent of Owner's Work
Contribution until occurrence of all of the following: (i) completion of
Tenant's Initial Installation in accordance with the plans and specifications
approved by Owner and otherwise in accordance with the provisions of this Lease
and a certification by Tenant's architect or designer to that effect, (ii) proof
in form reasonably satisfactory to Owner of complete payment by Tenant of the
cost and expense of such Tenant's Initial Installation (including receipt of
waivers of mechanics liens from all contractors, subcontractors, materialmen and
laborers who performed any services or delivered any materials in connection
with such Tenant's Initial Installation; (upon request Tenant shall furnish the
Owner such documentation as Owner shall reasonably request to confirm such
complete payment), and (iii) proof that all consents, approvals or signoffs to
be obtained by Tenant under any Legal Requirements or as required by any
Governmental Authority have been obtained; upon compliance of the aforesaid,
then, provided that Tenant is not then in default under any of the terms,
covenants or conditions of this Lease on the part of Tenant to be observed or
performed after notice and the expiration of any applicable grace and cure
period in this Lease specifically with respect thereto, the balance of Owner's
Work Contribution shall thereafter be distributed to Tenant in accordance with
the provisions of this Section 38.02.


                                       51
<PAGE>

                            C. The making of the Owner's Work Contribution by
Owner shall constitute a single nonrecurring obligation on the part of Owner. In
the event this Lease is renewed or extended for a further term by agreement or
operation of law, Owner's obligation to give Owner's Work Contribution or any
part thereof shall not apply to any such renewal or extension.

                            D. Tenant acknowledges and agrees that Owner is
merely acting on behalf of Tenant in connection with the disbursement of the
Owner's Work Contribution in accordance with the provisions of this Section
38.02 to Tenant for the contractors, suppliers and materialmen employed in
connection with Tenant's Initial Installation, and that Owner shall have no
obligation, liability or responsibility to any of the contractors, suppliers or
materialmen seeking any of the Owner's Work Contribution pursuant to any of the
aforesaid contracts or agreements with such contractors, suppliers or
materialmen or otherwise, provided that Owner shall be obligated to disburse
such Owner's Work Contribution only as expressly provided by the provisions of
this Section 38.02. Nothing contained in this Section 38.02 shall relieve Tenant
of any obligations or liabilities to such contractors, suppliers or materialmen
under such contracts, agreements or otherwise. Nothing contained in this Article
40 shall relieve any obligations of Tenant under Sections 3.02. or 3.03. of this
Lease. Tenant shall indemnify Owner and Owner's Indemnitees from all loss, cost,
liability and expense, including but not limited to reasonable counsel fees,
incurred in connection with, or arising from, any claims or actions by any
contractors, suppliers or materialmen employed in connection with Tenant's
Initial Installation.

                                   ARTICLE 39

                   RIGHT OF FIRST REFUSAL FOR ADDITIONAL SPACE

              SECTION 39.01. A. Provided Tenant is not then in default in the
observance and performance of any of the terms, covenants or conditions of this
Lease on Tenant's part to be observed or performed after notice and the
expiration of any applicable cure or grace period contained in this Lease
specifically with respect thereto, in the event that at any time during the
Demised Term (subsequent to Owner's initial leasing of the "Option Space" as
hereinafter defined): (a) the space identified in Exhibit "1" initialled by the
parties hereto, annexed hereto and made part hereof (referred to as "OPTION
SPACE"), shall become available for leasing during the Demised Term and (b)
Owner shall receive a bona fide offer to lease such Option Space (any such offer
is referred to as an "OPTION SPACE OFFER"), and (c) Owner shall find such Option
Space Offer to be acceptable in Owner's sole judgment, and (d) Tenant, in
contradistinction to sub-tenants or other occupants, shall then be in occupancy
of at least 80% of the space leased to Tenant under this Lease (for the purposes
of this Section, any space leased to Tenant under this Lease which has been
eliminated from the Demised Premises pursuant to Section 11.03 shall be deemed
space leased to Tenant under this Lease), Owner shall give notice of such Option
Space Offer to Tenant, and Tenant shall have the option, exercisable only by
notice (referred to as the "ADDITIONAL OPTION NOTICE") given to Owner not later
than ten (10) days next following the date of the giving of such notice by Owner
to Tenant to lease the Option Space referred to in said notice upon the same
terms and conditions set forth in the Option Space Offer for a term to expire on
the Expiration Date.

                            B. The Option Space shall not be deemed "available
for leasing" if (a) the then tenant of such space, or any assignee, sub-tenant
or other occupant through or under such tenant, shall enter into (i) any
agreement with Owner extending the letting agreement affecting such space, or
(ii) any new lease with Owner affecting such space, or (b) any other tenant in
the Building or any assignee of such other tenant shall exercise any contractual
option or right in existence on the date hereof which such tenant has to lease
such space. As of the date hereof, there are no other tenants of the Building
that have any contractual option or right to lease such space. Notwithstanding
the foregoing provisions of this Section 39.01, Tenant shall not have the right
to lease and add to the Demised Premises any space which becomes available for
leasing if, at the time of the exercise of such option by Tenant, the remaining
term of this Lease is less than five (5) years, unless Tenant has
unconditionally exercised one of the renewal options set forth in Article 40 so
as to extend such remaining term for a period of five (5) years or more.


                                       52
<PAGE>

                            C. In the event that Tenant shall timely exercise
any option contained in this Article, Owner and Tenant, within thirty (30) days
after the giving of the Additional Option Notice, shall enter into an additional
space agreement (such additional space agreement is referred to as an
"ADDITIONAL AGREEMENT") which modifies this Lease by adding the Option Space to
the Demised Premises. The Additional Agreement shall provide for a leasing of
the Option Space at an annual rental rate equal to the annual rental rate set
forth in the applicable Option Space Offer and otherwise upon all of the other
terms, covenants and conditions set forth in such Option Space Offer.

              SECTION 39.02. Time is of the essence with respect to (a) the
giving of the Additional Option Notice and (b) the execution and delivery of the
Additional Agreement. In the event Tenant shall fail to (i) give the Additional
Option Notice later than ten (10) days after the giving of the notice by Owner
to Tenant of the availability of the Option Space, or (ii) execute and deliver
to Owner the Additional Agreement within thirty (30) days after the date of the
giving of the Additional Option Notice, the rights of Tenant under this Article
shall be deemed of no further force and effect with respect to the leasing of
the Option Space. The Additional Option Notice given by Tenant after such ten
(10) day period purporting to exercise such right and any execution and delivery
of the Additional Agreement by Tenant after such thirty (30) day period shall be
void and of no force or effect.

              SECTION 39.03. Upon the request of Owner, from time to time,
Tenant shall execute and deliver to Owner an instrument, in form reasonably
satisfactory to Owner, stating (i) whether or not Tenant has exercised the
option to lease the Option Space pursuant to the provisions of this Article, and
in the event that Tenant has so exercised such right, (ii) either stating the
principal terms and conditions of the Additional Agreement or, if such be the
case, stating that Tenant has failed to execute and deliver the Additional
Agreement within such thirty (30) day period and, accordingly, acknowledging
that the Additional Agreement is void and of no force and effect and that Tenant
has no further rights with respect to the Option Space. If Tenant shall fail to
execute and deliver any such instrument set forth in this Section within ten
(10) days after Owner's request therefor, Tenant hereby irrevocably constitutes
and appoints Owner as Tenant's agent and attorney in fact to execute any such
instrument for or on behalf of Tenant.

                                   ARTICLE 40

                   TENANT'S SINGLE OPTION TO RENEW THIS LEASE

              SECTION 40.01. Provided Tenant is not then in default under any of
the terms, covenants or conditions of this Lease on Tenant's part to be observed
or performed after notice and the expiration of any applicable cure or grace
period contained in this Lease specifically with respect thereto, Tenant shall
have the single option to renew this Lease and the Demised Term for a single
renewal term of five (5) years (referred to herein as the "RENEWAL TERM")
commencing on the date next following the Expiration Date (the "RENEWAL TERM
COMMENCEMENT DATE") and ending, unless sooner terminated pursuant to the
provisions of this Lease or pursuant to law, on the date immediately preceding
the fifth (5th) anniversary of the Renewal Term Commencement Date (referred to
as the "EXTENDED EXPIRATION DATE"). If Tenant exercises such option in
accordance with the provisions and limitations of this Article, this Lease and
the Demised Term shall be renewed for such Renewal Term: (i) upon an annual
rental rate equal to the fair market annual rental value of the Demised Premises
on the Renewal Term Commencement Date, as determined by agreement between Owner
and Tenant or by arbitration in accordance with the provisions of Section 40.02,
except, however, that such annual rental rate shall not in any event be less
than the Fixed Rent in effect on the Expiration Date (before giving effect to
any abatement or apportionment of Fixed Rent) and (ii) except as hereinafter
provided, upon all of the other then executory terms, covenants and conditions
contained in this Lease (including, but not limited to, the definition of
"Owner's Basic Tax Liability" set forth in Section 23.01, the date "January 1,
2000" set forth in Section 23.04A as the date upon which increases in the Fixed
Rent due to increases in Labor Rates are to be based), and the Expiration Date
shall be deemed extended to the Extended Expiration Date.


                                       53
<PAGE>

              SECTION 40.02. In the event Owner and Tenant are unable to agree
as to the fair market annual rental value of the Demised Premises pursuant to
Section 40.01, such fair market annual rental value shall be determined by
arbitration, as follows:

                            (a) Owner and Tenant shall each appoint an
arbitrator within thirty (30) days after notice by either party requesting
arbitration of the issue. If either Owner or Tenant shall have failed to appoint
an arbitrator within such period of time, then, upon request of either Owner or
Tenant, as the case may be, such arbitrator shall be appointed by the American
Arbitration Association, or its successor, or if at any time such association is
not in existence and has no successor, then, by the Presiding Justice of
Appellate Division, First Department, of the Supreme Court of the State of New
York, or any successor court.

                            (b) The two arbitrators appointed as above provided,
shall select a third arbitrator and if they fail to do so within thirty (30)
days after their appointment, such third arbitrator shall be appointed as above
provided for the appointment of an arbitrator in the event either party fails to
do so.

                            (c) All of such arbitrators shall be commercial real
estate appraisers or brokers having at least fifteen (15) years of experience in
such field in the Borough of Manhattan, City of New York.

                            (d) The three arbitrators, selected as aforesaid,
forthwith shall convene and render their decisions as promptly as practicable
after the appointment of the third arbitrator. The decision of such arbitrators
shall be in writing and the vote of the majority of them (or, if there shall be
no majority decision, then the decision of the last appointed arbitrator) shall
be the decision of all and binding upon Owner and Tenant whether or not a
judgment shall be entered in any court. Duplicate original counterparts of such
decision shall be sent by the arbitrators to both Owner and Tenant.

                            (e) The arbitrators, in arriving at their decision,
shall be entitled to consider all testimony and documentary evidence which may
be presented at any hearing as well as facts and data which the arbitrators may
discover by investigation and inquiry outside of such hearings. The arbitrators
shall be bound by the provisions of this Lease, and shall not add to, subtract
from, or otherwise modify such provisions. The cost and expense of such
arbitration shall be borne equally by Owner and Tenant, except that each party
shall pay its own counsel fees and expenses.

                            (f) Notwithstanding any findings of the arbitrators,
the Fixed Rent with respect to the Renewal Term shall not be less than the Fixed
Rent in effect on the Expiration Date (before giving effect to any abatement or
apportionment of Fixed Rent).

              SECTION 40.03. The option set forth in Section 40.01 may only be
exercised by notice given by Tenant to Owner on or prior to the date which is
twelve (12) months preceding the Expiration Date (the "RENEWAL TERM NOTICE
DATE"). Time is of the essence with respect to the exercise of such option.
Tenant shall not have the right to give any such notice after the Renewal Term
Notice Date, and any notice given after the Renewal Term Notice Date purporting
to exercise such option shall have no force and effect.

              SECTION 40.04. Tenant, upon request of Owner, from time to time,
will execute and deliver to Owner an instrument in form reasonably satisfactory
to Owner stating whether or not Tenant has exercised the option contained in the
provisions of Section 40.01.


                                       54
<PAGE>

                  IN WITNESS WHEREOF, Owner and Tenant have respectively signed
and sealed this Lease as of the day and year first above written.

                                            THE STATE-WHITEHALL COMPANY

                                            By: RUDIN BATTERY L.P., a Partner
                                            By: RUDIN BATTERY LLC

Witness:

________________________               By:________________________
                                                     Name:
                                                     Title: Managing Member

                                            By: ROSE ASSOCIATES, a Partner

                                            By:________________________
                                                     Name:
                                                     Title: A Partner

                                            ITURF INC.

Witness:

________________________               By:________________________
                                                     Name:
                                                     Title:


                                       55
<PAGE>

                   UNIFORM FORM CERTIFICATE OF ACKNOWLEDGMENT
                             (Within New York State)

State of New York    )
                     :ss.:
County of ______     )

                  On the      day of            , in the year     , before
me, the undersigned, personally appeared , personally known to me or proved
to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that
by his/her/their signature(s) on the instrument, the individual(s), or the
person upon behalf of which the individual(s) acted, executed the instrument.

                          _________________________________________________
                  (Signature and Office of individual taking acknowledgment)

                   UNIFORM FORM CERTIFICATE OF ACKNOWLEDGMENT
                           (Outside of New York State)

State, District of Columbia, Territory,
Possession or Foreign Country
________________________):ss.:

                  On the        day of                   in the year          ,
before me, the undersigned, personally appeared             , personally known
to me or proved to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument, and that such individual made such appearance before
the undersigned in the                   . (Insert the city or other
political subdivision and the state or country or other place the
acknowledgment was taken.)

                          _________________________________________________
                  (Signature and office of individual taking acknowledgment)


                                        1
<PAGE>

                                       A-1

                                   SCHEDULE A

                                 BUILDING RULES

          1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls of the Building shall not be obstructed or
encumbered or used for any purpose other than ingress and egress to and from the
premises demised to any tenant or occupant. Any tenant whose premises are
situate on the ground floor of the Building shall, at said tenant's own expense,
keep the sidewalks and curb directly in front of said premises clean and free
from ice and snow.

          2. No awnings or other projections shall be attached to the outside
walls or windows of the Building without the prior consent of Owner. No
curtains, blinds, shades, or screens shall be attached to or hung in, or used in
connection with, any window or door of the premises demised to any tenant or
occupant, without the prior consent of Owner. Such awnings, projections,
curtains, blinds, shades, screens or other fixtures must be of a quality, type,
design and color, and attached in a manner, approved by Owner.

          3. No sign, advertisement, object, notice or other lettering shall be
exhibited, inscribed, painted or affixed on any part of the outside or inside of
the premises demised to any tenant or occupant or of the Building without the
prior consent of Owner. Interior signs on doors and directory tablets, if any,
shall be of a size, color and style approved by Owner.

          4. The sashes, sash doors, skylights, windows, and doors that reflect
or admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed, nor shall any bottles, parcels, or
other articles be placed on any window sills.

          5. No showcases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the halls, corridors,
vestibules or other public parts of the Building.

          6. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. No tenant
shall bring or keep, or permit to be brought or kept, any inflammable,
combustible or explosive fluid, material, chemical or substance in or about the
premises demised to such tenant.

          7. No tenant or occupant shall mark, paint, drill into, or in any way
deface any part of the Building or the premises demised to such tenant or
occupant. No boring, cutting or stringing of wires shall be permitted, except
with the prior consent of Owner, and as Owner may direct. No tenant or occupant
shall install any resilient tile or similar floor covering in the premises
demised to such tenant or occupant except in a manner approved by Owner.

          8. No bicycles, vehicles or animals of any kind shall be brought into
or kept in or about the premises demised to any tenant. No cooking shall be done
or permitted in the Building by any tenant without the approval of Owner. No
tenant shall cause or permit any unusual or objectionable odors to emanate from
the premises demised to such tenant.

          9. No space in the Building shall be used for manufacturing, for the
storage of merchandise, or for the sale of merchandise, goods or property of any
kind at auction.


                                        1
<PAGE>

                                       A-2

         10. No tenant shall make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with other tenants or occupants of the
Building or neighboring buildings or premises whether by the use of any musical
instrument, radio, television set or other audio device, unmusical noise,
whistling, singing, or in any other way. Nothing shall be thrown out of any
doors or windows.

         11. No additional locks or bolts of any kind shall be placed upon any
of the doors or windows, nor shall any changes be made in locks or the mechanism
thereof. Each tenant must, upon the termination of its tenancy, restore to Owner
all keys of stores, offices and toilet rooms, either furnished to, or otherwise
procured by, such tenant.

         12. All removals from the Building, or the carrying in or out of the
Building or the premises demised to any tenant, of any safes, freight, furniture
or bulky matter of any description must take place at such time and in such
manner as Owner or its agents may determine, from time to time. Owner reserves
the right to inspect all freight to be brought into the Building and to exclude
from the Building all freight which violates any of the Building Rules or the
provisions of such tenant's lease.

         13. No tenant shall use or occupy, or permit any portion of the
premises demised to such tenant to be used or occupied, as an office for a
public stenographer or typist, or as a barber or manicure shop, or as an
employment bureau. No tenant or occupant shall engage or pay any employees in
the Building, except those actually working for such tenant or occupant in the
Building, nor advertise for laborers, giving an address at the Building.

         14. No tenant or occupant shall purchase spring water, ice, food,
beverage, lighting maintenance, cleaning, towels, or other like service, from
any company or persons not approved by Owner, such approval not unreasonably to
be withheld.

         15. Owner shall have the right to prohibit any advertising by any
tenant or occupant which, in Owner's opinion, tends to impair the reputation of
the Building or its desirability as a building for offices, and upon notice from
Owner, such tenant or occupant shall refrain from or discontinue such
advertising.

         16. Owner reserves the right to exclude from the Building, between the
hours of 6 P.M. and 8 A.M. on business days and at all hours on Saturdays,
Sundays and holidays, all persons who do not present a pass to the Building
signed by Owner. Owner will furnish passes to persons for whom any tenant
requests such passes. Each tenant shall be responsible for all persons for whom
it requests such passes and shall be liable to Owner for all acts of such
persons.

         17. Each tenant, before closing and leaving the premises demised to
such tenant at any time, shall see that all entrance doors are locked and all
windows closed.

         18. Each tenant shall, at its expense, provide artificial light in the
premises demised to such tenant for Owner's agents, contractors and employees
while performing janitorial or other cleaning services and making repairs or
alterations in said premises.

         19. No premises shall be used, or permitted to be used, for lodging or
sleeping or for any immoral or illegal purpose.

         20. The requirements of tenants will be attended to only upon
application at the office of Owner. Building employees shall not be required to
perform, and shall not be requested by any tenant or occupant to perform, any
work outside of their regular duties, unless under specific instructions from
the office of Owner.


                                        2
<PAGE>

                                       A-3

         21. Canvassing, soliciting and peddling in the Building are prohibited
and each tenant and occupant shall cooperate in seeking their prevention.

         22. There shall not be used in the Building, either by any tenant or
occupant or by their agents or contractors, in the delivery or receipt of
merchandise, freight or other matter, any hand trucks or other means of
conveyance except those equipped with rubber tires, rubber side guards and such
other safeguards as Owner may require.

         23. If the premises demised to any tenant become infested with vermin,
such tenant, at its sole cost and expense, shall cause its premises to be
exterminated, from time to time, to the satisfaction of Owner, and shall employ
such exterminators therefor as shall be approved by Owner.

         24. No premises shall be used, or permitted to be used, at any time, as
a store for the sale or display of goods, wares or merchandise of any kind, or
as a restaurant, shop, booth, bootblack or other stand, or for the conduct of
any business or occupation which predominantly involves direct patronage of the
general public in the premises demised to such tenant, or for manufacturing or
for other similar purposes.

         25. No tenant shall clean, or permit to be cleaned, any window of the
Building from the outside in violation of Section 202 of the New York Labor Law
or any successor law or statute, or of the rules of the Board of Standards and
Appeals or of any board or body having or asserting jurisdiction.

         26. No tenant shall move, or permit to be moved, into or out of the
Building or the premises demised to such tenant, any heavy or bulky matter,
without the specific approval of Owner. If any such matter requires special
handling, only a person holding a Master Rigger's license shall be employed to
perform such special handling. No tenant shall place, or permit to be placed, on
any part of the floor or floors of the premises demised to such tenant, a load
exceeding the floor load per square foot which such floor was designed to carry
and which is allowed by law. Owner reserves the right to prescribe the weight
and position of safes and other heavy matter, which must be placed so as to
distribute the weight.


                                        3
<PAGE>

                                       B-1

                                   SCHEDULE B

                   CLEANING SERVICES TO BE FURNISHED BY OWNER
                   PURSUANT TO THE PROVISIONS OF SECTION 29.03

A.        General Cleaning of Demised Premises (unless otherwise indicated,
          General Cleaning Services are to be performed nightly).

          1.  Sweep all flooring; dust all flooring exclusive of carpeted areas.

          2.  Vacuum all carpeted areas and rugs; moving light furniture other
              than desks, file cabinets, etc.

          3.  Sweep any private stairways or vacuum if carpeted; spot wash as
              necessary.

          4.  Empty all wastepaper baskets, ash trays, receptacles, etc. and
              damp dust as necessary.

          5.  Clean all cigarette urns and replace sand or water as necessary
              (sand to be furnished by Owner or its contractor).

          6.  Remove waste paper and waste materials to a designated area or
              areas.

          7.  Dust and wipe clean all furniture, fixtures within hand-high
              reach, and window sills.

          8.  Clean all glass furniture tops.

          9.  Dust all chair rails, trim,, etc. within hand-high reach.

         10.  Dust all baseboards.

         11.  Wash clean all water fountains.

         12.  Keep Building employees locker rooms, if any, and slop sink rooms
              in clean and orderly condition.

B.        Lavatories - Nightly:

          1.  Sweep and wash all flooring.

          2.  Wash and polish all mirrors, powder shelves, bright work,
              etc., including flushometers, piping and toilet seat hinges.

          3.  Wash both sides of all toilet seats.

          4.  Wipe clean all toilet tissue, soap, towel and sanitary napkin
              dispensers.

          5.  Wash all basins, bowls and urinals, and disinfect.

          6.  Dust all partitions, tile walls, dispensers and receptacles.


                                       1
<PAGE>

                                       B-2

          7.  Empty and clean paper towel and sanitary napkin disposal
              receptacles.

          8.  Remove waste paper and refuse to a designated area or areas.

          9.  Fill toilet tissue holders, soap dispensers and towel
              dispensers (toilet tissue to be furnished by Owner or its
              contractor, other materials to be furnished by tenants).

C.        Building Entrances - Nightly:

          1.  Sweep and wash flooring.

          2.  Wash all rubber mats.

          3.  Clean all cigarette urns and replace sand or water necessary
              (sand to be furnished by Owner or its contractors).

          4.  Wash, wax and polish floors in elevator cabs, or vacuum clean if
              carpeted.

          5.  Dust and rub down walls, metal work and saddles in elevator cabs.

          6.  Dust and rub down all elevator doors, mail chutes and mail
              depository.

D.        High Dusting - Office areas in Demised Premises (to be performed
          approximately every three months);

          1.  Dust all pictures, frames, charts, graphs and similar wall
              hangings not reached in nightly cleaning.

          2.  Dust all vertical surfaces such as walls, partitions,
              ventilating louvers, fresh air grills and others not reached
              in nightly cleaning.

          3.  Dust exterior of all lighting fixtures.

          4.  Dust all overhead pipes, sprinklers, etc.

          5.  Damp wipe all venetian blinds.

          6.  Dust all windows frames.

E.        Periodic Cleaning - Office Areas in Demised Premises (unless otherwise
          indicated);

          1.  Wipe clean all interior metal as necessary.

          2.  Elevator, stairway, office and utility doors to be checked for
              general cleanliness as necessary, removing fingermarks.

          3.  Dust all louvers and other ventilating louvers within hand-high
              reach weekly.

          4.  Remove all fingermarks, smudges and other marks from metal
              partitions and other surfaces as necessary.


                                       2
<PAGE>

                                       B-3

F.        Lavatories in the Demised Premises - Periodic Cleaning:

          1.  Machine scrub flooring as necessary.

          2.  Wash all partitions, tile walls, metal ceilings and enamel
              surfaces once a month, using proper disinfectant when necessary.

          3.  Dust all lighting fixtures (exterior only) once a month.

          4.  Do all high dusting once a month.

G.       Day Services - Duties of Day Porters (to be performed daily);

          1.  Police entire elevator lobby areas of Building.

          2.  Police elevator cabs.

          3.  Police men's lavatories at least twice daily.

          4.  Set out rubber mats in elevator lobby areas of Building on rainy
              days; keep mats in clean condition.

          5.  Sweep and hose sidewalks, weather permitting; remove snow when
              necessary.

          6.  Keep frames of entrance reception doors of Building in clean
              condition.

          7.  Sweep and dust all Building stairways and fire towers; dust all
              handrails, newels and stair stringers.

          8.  Exterior metal work and marble of Building entrances to be kept in
              clean condition at all times.

H.        Window Cleaning:

          1.  Clean all windows, inside including interior sills and frames,
              and outside, every 8 weeks, subject to delays occasioned by
              inclement weather.

          2.  Clean Building entrance doors twice each day.

          3.  Clean Building entrance lobby glass daily,

          4.  Clean glass in Building directory daily.

          5.  Clean mail chute glass as necessary.

I.       All services required to be furnished "nightly" shall be furnished only
         during regular cleaning hours for the Building (generally between 6:00
         P.M. and 6:00 A.M.) on Mondays through Fridays only, exclusive of
         holidays as defined in Article 31. All services required to be
         furnished "daily" shall be furnished only during the hours between 8:00
         A.M. and 6:00 P.M., on Mondays through Fridays only, exclusive of
         holidays as defined in Article 31.


                                       3
<PAGE>

J.       Tenant agrees that Owner may substitute, for any of the methods or
         devices set forth in this Schedule B, other methods or devices which
         will achieve substantially the same results.


                                       4

<PAGE>


                                                                   Exhibit 10.21

                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement is made as of this 15th day of February,
2000, by and among iTurf Inc., a Delaware corporation (the "Company"), and the
persons set forth on the signature pages hereto (each a "Seller" and
collectively, the "Sellers").

     WHEREAS, concurrently with the execution and delivery of this Agreement,
the Company is acquiring TheSpark.com, Inc., a Massachusetts corporation
("Spark"), through the merger (the "Merger") of Spark with and into iTurf
Caveman Acquisition Corporation, a Massachusetts corporation and a wholly owned
subsidiary of the Company ("Merger Sub"), pursuant to which the Sellers are
acquiring shares of iTurf's Class A common stock, par value $.01 per share (the
"Shares"), upon the terms and conditions set forth in the Plan and Agreement of
Merger (the "Merger Agreement"), dated as of February __, 2000 by and among the
Company, Merger Sub, Spark and the Sellers; and

     WHEREAS, pursuant to the Merger Agreement, the Company wishes to grant
certain registration rights to the Sellers with respect to the Shares as set
forth in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is agreed as
follows:

     1. DEFINITIONS. For purposes of this Agreement:

     (a) "Common Stock" means the Class A common stock, par value $.01 per
share, of the Company.

     (b) "Closing" means the closing of the Merger pursuant to the Merger
Agreement.

     (c) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (d) "Holder" means any Person owning or having the right to acquire
Registrable Securities or any assignee thereof in accordance with Section 8.

     (e) "Person" means any individual, partnership, limited liability company,
joint venture, corporation, association, trust or any other entity or
organization.

     (f) "Register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the

<PAGE>


Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.

     (g) "Registrable Securities" means all of the unregistered shares of Common
Stock issued or issuable to and acquired by the Sellers pursuant to the Merger
Agreement and any shares of Common Stock issued or issuable with respect to any
such shares of Common Stock by way of stock dividend or stock split, or in
connection with a combination of shares, recapitalization, merger,
consolidation, or other reorganization or otherwise; PROVIDED, HOWEVER, that any
Registrable Securities sold by a Holder in a transaction in which such Holder's
rights under this Agreement are not assigned pursuant to Section 8 below shall
cease to be Registrable Securities from and after the time of such sale.

     (h) "SEC" means the Securities and Exchange Commission.

     (i) "Securities Act" means the Securities Act of 1933, as amended.

     (j) "Sellers" means all of the persons other than iTurf Inc. whose names
are set forth on the signature pages hereto and any other Holder to whom rights
under this Agreement are assigned pursuant to Section 8 below.

     (k) "Sellers' Agents'" has the meaning given to such term in the Merger
Agreement.

     (l) "Violation" means: (i) any untrue statement or alleged untrue statement
of a material fact contained in a registration statement under this Agreement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, or any documents filed under state
securities or "blue sky" laws in connection therewith, (ii) the omission or
alleged omission to state in any of the foregoing a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any other federal, state or common law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law in connection with the offer or sale of Registrable Securities.

     2. REGISTRATION.

     (a) The Company shall prepare and, on or prior to the date which occurs
three business days after the Company becomes eligible to file a registration
statement on Form S-3 (the "Registration Date"), file with the SEC one or more
Registration Statements on Form S-3 (or if Form S-3 is not then available, on
such form of registration statement as is then available to effect a
registration of the Registrable Securities) and pursuant to Rule 415 covering
the resale from time to time by the Holders thereof of all Registrable
Securities then outstanding. The Company shall use its best commercial efforts
to cause any Registration Statement filed


                                       2

<PAGE>


pursuant to this Section 2(a) to become effective as soon as practicable after
the Registration Date and remain effective for 24 months thereafter. The
registration statement

     (b) Notwithstanding Section 2(a) above, if the Company shall furnish to
Holders requesting a registration statement pursuant to this Section 2, a
certificate signed by a senior officer of the Company stating that in the good
faith judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its stockholders for such registration statement
to be filed by reason of a material pending transaction and it is therefore
essential to defer the filing of such registration statement, the Company shall
have the right to defer such filing for a period of not more than ninety (90)
days; PROVIDED, HOWEVER, that the Company (i) shall promptly following
completion or abandonment of such transaction, whichever is earlier, file such
registration statement if such transaction is completed or abandoned during such
period and (ii) during such deferment may not file a registration statement for
securities to be issued and sold for its own account or that of other
stockholders.

     (c) If (but without any obligation to do so) at any time during the two
year period following the Closing the Company proposes to register (including
for this purpose a registration effected by the Company for stockholders other
than the Holders) any of its stock or other securities under the Securities Act
in connection with a public offering (whether for the account of the Company or
for selling stockholders) of such securities solely for cash (other than a
registration on Form S-8 relating solely to the sale of securities to
participants in a Company stock plan or to other compensatory arrangements to
the extent includible on Form S-8), the Company shall, at such time, promptly
give each Holder written notice of such registration. Upon the written request
of each Holder given within ten (10) days after receipt by such Holder of such
notice by the Company in accordance with Section 14, the Company shall, subject
to Section 2(d), use its best commercial efforts to cause to be registered under
the Securities Act that number of Registrable Securities that each such Holder
has requested to be registered. The Company shall have no obligation under this
Section 2(c) to make any offering of its securities, or to complete an offering
of its securities that it proposes to make, and shall incur no liability to any
Holder for its failure to do so. No registration effected under this Section
2(c) shall relieve the Company of any of its obligations to effect registrations
upon request under Section 2(a).

     (d) In connection with any offering involving an underwriting of shares
being issued by the Company, the Company shall not be required under Section
2(c) to include any Holder's securities in such underwriting unless such Holder
accepts the terms of the underwriting as agreed upon between the Company and the
underwriters selected by the Company, and then only in such quantity as will
not, in the opinion of the underwriters, jeopardize the success of the offering
by the Company; PROVIDED, HOWEVER, that (i) no Holder participating in such
underwriting shall be required to make any representations, warranties or
indemnities except as they relate to such Holder's ownership of shares and
authority to enter into the underwriting agreement and such Holder's intended
method of distribution, and (ii) the liability of such Holder shall be limited
to an amount equal to the net proceeds from the offering received by


                                       3


<PAGE>


such Holder. Notwithstanding any other provision of this Agreement, if the
managing underwriter or underwriters determine(s) in good faith that marketing
factors require a limitation of the number of securities to be underwritten,
then the managing underwriter(s) may exclude securities (including Registrable
Securities) from the registration and the underwriting, and the number of
securities that may be included in the registration and the underwriting shall
be allocated, first, to the Company, second to dELiA*s Inc. and third to any
other holders of securities of the Company entitled to inclusion in such
registration (including the Sellers) on a pro rata basis based upon the number
of shares of Common Stock proposed to be offered. Notwithstanding any provision
in this Agreement, no Holder shall be entitled to include its Registrable
Securities in any underwritten public offering pursuant to Section 2(c) to the
extent that a portion of the profit realized by it upon the sale of such
securities would be deemed to inure to the Company under Section 16(b) of the
Securities Exchange Act of 1934, as amended.

     3. OBLIGATIONS OF THE COMPANY. Whenever required under this Agreement to
effect the registration of any Registrable Securities, the Company shall use its
best commercial efforts to:

     (a) Furnish (at no cost) to the Holders such number of copies of any
registration statement and of each amendment and supplement thereto filed with
the SEC, such number of copies of the prospectus contained in such registration
statement (including each preliminary prospectus and any summary prospectus) and
any other prospectus filed under Rule 424 under the Securities Act, and such
documents incorporated by reference in the registration statement and such other
documents as Holders may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.

     (b) Register and qualify the securities covered by such registration
statement under such other securities or "blue sky" laws of such states or U.S.
jurisdictions as shall be reasonably requested by the Holders and do any and all
other acts and things which may be reasonably necessary to enable each
participating Holder to consummate the disposition of the Registrable Securities
owned by such Holder in such jurisdiction; PROVIDED that the Company shall not
be required in connection therewith or as a condition thereto (i) to qualify to
do business in any state or jurisdiction where it would not otherwise be
required to qualify but for the requirements of this clause (b), or (ii) to file
a general consent to service of process in any such state or jurisdiction.

     (c) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing and if it is necessary to amend or supplement such prospectus to comply
with law, and at the request of any Holder,

                                       4

<PAGE>


prepare and furnish, at no cost, to such Holder a reasonable number of copies of
a supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of Registrable Securities, such
prospectus shall not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances then existing, not
misleading and so that such prospectus, as amended or supplemented, will comply
with law.

     (d) Prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to any such registration statement and the
prospectus used in connection therewith as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.

     (e) Promptly notify each Seller of Registrable Securities covered by such
registration statement: (i) when such registration statement or any
post-effective amendment to the registration statement has been declared
effective by the SEC, (ii) of (and provide a copy of the same to each selling
Holder) any request by the SEC for amendments or supplements to such
registration statement or prospectus or for additional information; and (ii) of
(and provide a copy of the same to each selling Holder) the receipt by the
Company of any notification from any public board or body with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for that
purpose.

     (f) Promptly notify each Seller of Registrable Securities of the issuance
of any stop order suspending the effectiveness of the registration statement or
the initiation of any proceedings for that purpose and the Company shall use its
reasonable best efforts to prevent the issuance of any stop order, or if any
order is issued, to obtain the withdrawal thereof as promptly as practicable.

     (g) Take all actions necessary to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities and the transfer thereof upon resale by the Holder of
such Registrable Securities in accordance with the applicable prospectus.

     (h) Cause all Registrable Securities registered pursuant hereto on a
Registration Statement for resale by a Holder to be listed on each securities
exchange or included for trading in such automated quotation system on or in
which securities of the same class as the Registrable Securities are then listed
or included.

     (i) Otherwise use its best commercial efforts in its performance of its
obligations hereunder to comply with all applicable rules and regulations of the
SEC and of state securities commissions and any stock exchange or automated
quotation system.

                                       5

<PAGE>


     4. HOLDER SHALL FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Agreement
with respect to the Registrable Securities of any Holder that such Holder shall
furnish to the Company such information regarding himself, herself or itself,
the Registrable Securities held by him, her or it, and the intended method of
disposition of such securities as shall be required under Items 507 and 508 of
Regulation S-K, promulgated by the SEC under the Exchange Act or any additional
requirements of the SEC or any self-regulatory organization, to effect the
registration of such Holder's Registrable Securities.

     5. EXPENSES OF REGISTRATION. The Company shall bear and pay all expenses
incurred by it in connection with any registration, filing or qualification of
Registrable Securities with respect to the registration of Registrable
Securities, including without limitation all registration, filing and
qualification fees, printers', transfer agent, legal and accounting fees and
expenses relating or apportionable thereto, but excluding underwriting discounts
and commissions relating to Registrable Securities and expenses (including legal
fees and expenses) incurred by the Sellers; PROVIDED, HOWEVER, the Company shall
not pay for the fees and expenses of more than one legal counsel for all selling
stockholders in connection with any registration unless there is an actual or
potential conflict of interest among such persons, in which case the Company
shall pay for the fees and expenses of one additional counsel for other selling
stockholders.

     6. INDEMNIFICATION. In the event any Registrable Securities are included in
a registration statement under this Agreement:

     (a) The Company will indemnify and hold harmless each Holder and, if such
Holder is a natural person, his or her heirs, personal representatives and
assigns, or if such Holder is a corporation, such Holder's directors, officers,
stockholders, employees and affiliates, and any underwriter (as defined in the
Securities Act) for such Holder and each Person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act against any losses, claims, damages, liabilities (joint or several) or
expenses to which they may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) arise out of or are
based upon a Violation; PROVIDED, HOWEVER, that the indemnity agreement
contained in this Section 6(a) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or expense if such settlement is
effected without the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable in any such case to a
particular indemnified party for any such loss, claim, damage, liability or
expense to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by such indemnified
party.

     (b) Each selling Holder will indemnify and hold harmless the Company, each
of its directors, officers, stockholders, employees and affiliates, any
underwriter (as defined in the


                                       6

<PAGE>


Securities Act) for the Company, any other Holder selling securities in such
registration statement and each Person, if any, who controls such underwriter or
other Holder against any losses, claims, damages, liabilities (joint or several)
or expenses to which any of the foregoing Persons may become subject, under the
Securities Act, the Exchange Act or other federal or state law, insofar as, and
only to the extent that, such losses, claims, damages, liabilities or expenses
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by or on
behalf of such Holder expressly for use in connection with such registration
statement; PROVIDED, HOWEVER, that the indemnity agreement contained in this
Section 6(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or expense if such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld.

     (c) Promptly after receipt by an indemnified party under this Section 6 of
written notice of the commencement of any action (including any governmental
action) involving a claim referred to in Section 6(a) or 6(b) of this Agreement,
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties.
Notwithstanding the foregoing, any indemnified party shall have the right to
retain its own counsel in any such action, but the fees and disbursements of
such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party shall have failed, within a reasonable time after having been
notified of the existence of such action, to assume the defense of such action,
or shall have failed to defend diligently such action in accordance with the
foregoing; (ii) the indemnifying party and such indemnified party shall have
mutually agreed to the retention of such counsel; or (iii) the representation of
such indemnified party and the indemnifying party by the counsel retained by the
indemnifying party would be inappropriate due to a conflict of interest between
them. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the indemnified party under this Section
6 except if, and only to the extent that, the indemnifying party is actually
prejudiced thereby; and such failure to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 6. The indemnifying party
will not, without the prior written consent of each indemnified party, settle or
compromise or consent to the entry of any judgment in any pending or threatened
claim, action, suit or proceeding in respect of which indemnification may be
sought hereunder (whether or not such indemnified party or any person who
controls such indemnified party is a party to such claim, action, suit or
proceeding), unless such settlement, compromise or consent includes an
unconditional release of such indemnified party from all liability arising out
of such claim, action suit or proceeding and such settlement, compromise or
consent involves only the payment of money and such money is actually paid by
the indemnifying party. Whether or not the defense of any claim or action is
assumed by the indemnifying party, such indemnifying party will not be

                                       7

<PAGE>


subject to any liability for any settlement made without its consent, which
consent will not be unreasonably withheld.

     (d) The obligations of the Company and Holders under this Section 6 shall
survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement and otherwise.

     (e) Any indemnity agreements contained herein shall be in addition to any
other rights to indemnification or contribution which any indemnified party may
have pursuant to law or contract and shall remain operative and in full force
and effect regardless of any investigation made or omitted by or on behalf of
any indemnified party.

     (f) If for any reason the foregoing indemnity is unavailable or
insufficient in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such losses, claims,
damages, liabilities or expenses (i) in such proportion as is appropriate to
reflect the relative benefits received by the indemnifying party on the one hand
and the indemnified party on the other or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law or provides a lesser sum to
the indemnified party than the amount hereinafter calculated, in such proportion
as is appropriate to reflect not only the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other but
also the relative fault of the indemnifying party and the indemnified party as
well as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by or on behalf of the
indemnifying party or the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. Notwithstanding anything to the contrary in this Section 6,
no Holder shall be required, pursuant to this Section 6, to contribute any
amount in excess of the net proceeds received by such indemnifying party from
the sale of Shares of Common Stock in the offering to which the losses, claims,
damages, liabilities or expenses of the indemnified party relate.

     7. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to the
Holders the benefits of Rule 144 under the Securities Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
the Company to the public without registration or pursuant to a registration
statement on Form S-1, the Company agrees to:

     (a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times;

                                       8

<PAGE>


     (b) take such action as is necessary to enable the Holders to utilize a
registration statement on Form S-3 for the sale of their Registrable Securities;

     (c) file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and

     (d) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144 under the Securities
Act and the Securities Act and Exchange Act (at any time after it has become
subject to such reporting requirements), (ii) a copy of the most recent annual
or quarterly report of the Company filed with the SEC and such other reports and
documents so filed by the Company, and (iii) such other information as may be
reasonably requested in availing any Holder of any rule or regulation of the SEC
which permits the selling of any such securities without registration or
pursuant to such form.

     8. ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to
register Registrable Securities pursuant to this Agreement may be assigned in
whole or in part by a Holder to one or more of its partners, officers,
directors, employees or affiliates or to one or more transferees or assignees of
Registrable Securities (or securities exchangeable into Registrable Securities)
acquired by the Holder, provided that such transferee or assignee delivers to
the Company a written instrument by which such transferee or assignee agrees to
be bound by the obligations imposed on Holders under this Agreement to the same
extent as if such transferee or assignee was a party hereto.

     9. AMENDMENT; WAIVER. Any provision of this Agreement may be amended only
with the written consent of the Company and the Holders then holding a majority
of the Registrable Securities and the observance of any provision of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the party to be
charged. Any amendment or waiver effected in accordance with this Section 9
shall be binding upon the Holder, to be charged, of Registrable Securities at
the time outstanding, each future Holder of all such securities, and the
Company.

     10. CHANGES IN REGISTRABLE SECURITIES. If, and as often as, there are any
changes in the Registrable Securities, by way of stock split, stock dividend,
combination or reclassification, or through merger, consolidation,
reorganization or recapitalization, spin-off or by any other means, appropriate
adjustment shall be made in the provisions of this Agreement, as may be
required, so that the rights and privileges granted hereby shall continue with
respect to the Registrable Securities as so changed. Without limiting the
generality of the foregoing, the Company will require any successor by merger or
consolidation to assume and agree to be bound by the terms of this Agreement, as
a condition to any such merger or consolidation.

                                       9

<PAGE>


     11. ENTIRE AGREEMENT. This Agreement (together with the Merger Agreement)
constitutes the full and entire understanding and agreement among the parties
with regard to the subject matter hereof. Nothing in this Agreement, express or
implied, is intended to confer upon any Person, other than the parties hereto
and their respective successors and assigns, any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly
provided herein.

     12. GOVERNING LAW. This Agreement shall be governed in all respects by the
laws of the State of New York.

     13. SUCCESSORS AND ASSIGNS. The provisions hereof shall inure to the
benefit of, and be binding upon, the successors, permitted assigns (as provided
in Section 8), heirs, executors and administrators of the parties hereto.

     14. NOTICES. All notices and other communications provided for herein shall
be dated and in writing and shall be deemed to have been duly given (i) on the
date of delivery, if delivered personally or by telecopier, receipt confirmed,
(ii) one business day after delivery to a recognized overnight courier service
for next day delivery service, or (iii) seven days after mailing, if sent by
registered or certified mail, return receipt requested, postage prepaid, in each
case, to the party to whom it is directed at the following address (or at such
other address as any party hereto shall hereafter specify by notice in writing
to the other parties hereto):

     (i)   If to the Company, to it at the following address:

           iTurf Inc.
           One Battery Park Plaza
           New York, NY 10004
           Telecopy: (212) 742-1993
           Attn: General Counsel

     (ii)  If to a Seller, to it care of the Sellers' Agents at the
           address for such person provided for in the Merger Agreement.

     15. SEVERABILITY. Any invalidity, illegality or limitation on the
enforceability of this Agreement or any part thereof, by any party, whether
arising by reason of the law of the respective party's domicile or otherwise,
shall in no way affect or impair the validity, legality or enforceability of
this Agreement with respect to the other party. If any provision of this
Agreement shall be judicially determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     16. TITLES AND SUBTITLES. The titles of the Sections of this Agreement are
for convenience of reference only and are not to be considered in construing
this Agreement.

                                       10

<PAGE>


     17. DELAYS OR OMISSIONS; REMEDIES CUMULATIVE. It is agreed that no delay or
omission to exercise any right, power or remedy accruing to the parties, upon
any breach or default of the Company under this Agreement, shall impair any such
right, power or remedy, nor shall it be construed to be a waiver of any such
breach or default, or any acquiescence therein, or of any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. It is further agreed that any waiver, permit, consent or
approval of any kind or character by a party of any breach or default under this
Agreement, or any waiver by a party of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in writing and that all remedies, either under this
Agreement, or by law or otherwise afforded to a party, shall be cumulative and
not alternative.

     18. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       11


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date and year first above written.

ITURF INC.

By:
   ----------------------------------------
Name:
Title:

SELLERS' AGENTS:

- -------------------------------------------
Name:


- -------------------------------------------
Name:

as Agents for:

SAM YAGAN

JUSTIN KESTLER

CHRISTOPHER COYNE

MAXWELL KROHN

ANDREW PRIHODKO

ELI BOLOTIN

CHRISTIAN RUDDER

DAN RING

JOHANNA TENGROTH

THOMAS RUSSO

                                       12


<PAGE>



BRIAN PHILLIPS

NET ASSOCIATES


                                       13

<PAGE>

                                                            EXHIBIT 21

List of Subsidiaries

Entity                       Jurisdiction of Organization
- ------                       ----------------------------
iTurf Finance Company        Delaware
Ontap.com Inc.               New Jersey
TheSpark.com Inc.            Massachusetts



<PAGE>


                                                                    EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement Form
S-8 (Registration No. 333-91837) pertaining to the Amended and Restated 1999
Stock Incentive Plan of iTurf Inc. of our report dated March 17, 2000, with
respect to the consolidated financial statements of iTurf Inc. included in the
Annual Report on Form 10-K for the fiscal year ended January 29, 2000.


                                  ERNST & YOUNG LLP

New York, New York
April 28, 2000

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<CIK> 0001076914
<NAME> ITURF INC.
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JAN-29-2000
<PERIOD-START>                             FEB-01-2000
<PERIOD-END>                               JAN-29-2000
<CASH>                                          19,009
<SECURITIES>                                    42,917
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                56,589
<PP&E>                                           3,804
<DEPRECIATION>                                     518
<TOTAL-ASSETS>                                  88,808
<CURRENT-LIABILITIES>                            3,856
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           189
<OTHER-SE>                                      84,761
<TOTAL-LIABILITY-AND-EQUITY>                    88,808
<SALES>                                         22,752
<TOTAL-REVENUES>                                24,821
<CGS>                                           13,082
<TOTAL-COSTS>                                   13,082
<OTHER-EXPENSES>                                29,136
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  11
<INCOME-PRETAX>                               (14,432)
<INCOME-TAX>                                     (161)
<INCOME-CONTINUING>                           (14,271)
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<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (14,271)
<EPS-BASIC>                                     (0.84)
<EPS-DILUTED>                                   (0.84)


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