AGREEMENT OF LEASE, made as of this ______ day of ________ 20002, between a Delaware limited partnership, having an office at Avenue, New York (hereinafter referred to as "Landlord"), and __________________________, a __________________ corporation, having its principal place of business at _________________________(hereinafter referred to as "Tenant").

WITNESSETH: Landlord and Tenant hereby covenant and agree as follows:

SPACE

I. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the space substantially as shown on the concept plan annexed hereto as Exhibit “1" (“Demised Premises" or "Premises") on the floor of the building located at Main Street, , New York (hereinafter referred to as the "Building"), and the arties hereby, stipulate and agree that such space contains ---- rentable square feet in a Building containing ______? square feet which constitutes ___? percent of the area of the Building ("Tenant's Proportionate Share").

TERM

I. The term (“Term” or “Demised Term” or “term”) of this "term") of this lease shall commence upon the execution of this lease. Subject to the provisions of this Article 2, Tenant's right to occupy the Demised Premises and Tenant's obligation to pay Rent (as such term is defined under Article 3 hereof) and all items of additional rent hereunder shall commence on the sooner to occur of (i) Tenant's taking possession or occupancy of all or any part of the Demised Premises for the purpose of conducting Tenant's business therein, or (ii) the date on which the Landlord's Initial Construction (as such term is defined under Article 5 hereof) has been "substantially completed" (hereinafter referred to as the "Rent Commencement Date"). The Term of this lease shall expire on the day preceding the _____ anniversary of (i) the Rent Commencement Date, if such date is the first day of a calendar month, or (ii) the first day of the first full calendar month following the Rent Commencement Date, if such date is not the first day of a calendar month (hereinafter referred to as the "Expiration Date"). Substantially completed" or "substantial completion" as used herein is defined to mean when the only items to be completed with respect to the Landlord's Initial Construction are those, which do not materially interfere with the Tenant's use and occupancy of the Demised Premises. However, if Landlord shall be delayed in such "substantial completion" as a result of (i) delay or failure on the part of Tenant with regard to the preparation or delivery of plans or specifications or with regard to finish selections; (ii) Tenant's request for materials, finishes or installations other than Landlord's standard; (iii) failure by Tenant to approve plans, specifications or drawings submitted by Landlord, within five (5 business days of submission; (iv) Tenant's changes to any approved plans, specifications or drawings; (v) the performance or completion of any work, labor or services by a party employed by Tenant; or (vi) Tenant's failure to deliver the security deposit or letter of credit required hereunder (if any) simultaneously with the delivery by Tenant of an executed counterpart of this lease (any and all such delays being herein referred to as "tenant delay"); then the Rent Commencement Date hereunder shall be accelerated by the number of days of such tenant delay. Landlord shall advise Tenant of the date on which the Landlords Initial Construction was substantially completed. 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 Landlord's failure to deliver possession of the Premises on the Rent Commencement Date.

A "Lease Year" shall be comprised of a period of twelve (12) consecutive months. The first Lease Year shall commence on the Rent Commencement Date but, notwithstanding the first sentence of this paragraph, if the Rent Commencement Date is not the first day of a month, then the first Lease Year shall include the additional period from the Rent Commencement Date to the end of the then current month. Each succeeding Lease Year shall end on the anniversary date of the last day of the preceding Lease Year. For example, if the Rent Commencement Date is January 1, 2001, the first Lease Year would begin on January 1, 2001 and end on December 31, 2001 and each succeeding-Lease Year would end on December 31st. If, however, the Rent Commencement Date is January 2, 2001, the first Lease Year would end on January 31, 2002, the second Lease Year would commence on February l,2002, and each succeeding Lease Year would end on January 31st.

RENT

II. The annual minimum rental ("Rent" or "rent") is as follows:

During the first Lease Year, the Rent shall be $ , payable in monthly installments of $.

During the second Lease Year, the Rent shall be $, payable in monthly installments of $.

During the third Lease Year, the Rent shall be $ , payable in monthly installments of $.

During the fourth Lease Year, the Rent shall be $ , payable in monthly installments of $.

During the fifth Lease Year, the Rent shall be $, payable in monthly installments of $.

Tenant agrees to pay the Rent to Landlord, without notice or demand, in lawful money of the United States which shall be legal tender in payment of the debts and dues, public and private, at the time of payment, in advance on the first day of each calendar month during the Demised Term at the office of the Landlord, or at such other place as Landlord shall designate, except that Tenant shall pay the first monthly installment on the execution hereof. Tenant shall pay the Rent as above and as hereinafter provided, without any set off or deduction whatsoever. Should the Rent Commencement Date be a date other than the first day of a calendar month, Tenant shall pay a pro rata portion of the Rent on a per them basis, based upon the first full calendar month of the first Lease Year, from such date to and including the last day of that current calendar month, and the first Lease Year shall include said partial month. The Rent payable for such partial month shall be in addition to the Rent payable for the first Lease Year pursuant to the Rent schedule set forth above and shall be payable by Tenant on the Rent Commencement Date.

USE

III. (A) Tenant shall use and occupy the Demised Premises only for executive and administrative offices related to Professional Activities and for no other purpose.

(B) Tenant shall not use or occupy, suffer or permit the Premises, or any part thereof, to be, used in any manner which would in any way, in the reasonable judgment of Landlord, (i) violate any laws or regulations of public authorities; (ii) make void or voidable any insurance policy then in force with respect to the Building; (iii) impair the appearance, character or reputation of the Building; (iv) discharge objectionable fumes, vapors or odors into the Building, air-conditioning systems or Building flues or vents in such a manner as to offend other occupants. The provisions of this Section shall not be deemed to be limited in any way to or by the provisions of any other Section or any Rule or Regulation.

(C) The emplacement of any equipment which will impose an evenly distributed floor load in excess of 50 pounds per square foot shall be done only after written permission is received from the Landlord. Such permission will be granted only after adequate proof is furnished by a professional engineer that such floor loading will not endanger the-structure. Business machines and mechanical equipment in the Premises shall be placed and maintained by Tenant, at Tenant's expense, in such manner as shall be sufficient in Landlord's judgment to absorb vibration and noise and prevent annoyance or inconveniences Landlord or any other tenants or occupants of the Building.

(D) Tenant will not at any time use or occupy the Demised Premises in violation of the certificate of occupancy (temporary or permanent) issued for the Building or portion thereof of which the Demised Premises form a part.

LANDLORD ALTERATION

IV. Landlord, at its expense (except as pursuant to extra work orders or as otherwise noted on Schedule A annexed hereto or on the concept plan or final construction drawings prepared in connection with the Landlord's Initial Construction), will perform certain work and make certain installations in and to the Demised Premises in order to prepare same for occupancy by Tenant; such work and installations to be performed in accordance with final construction drawings to be developed by Landlord on the basis of the specifications set forth in Schedule A annexed hereto and the concept plan that has been annexed hereto as Exhibit "l" (such work and installations sometimes herein referred to as the "Landlord's Initial Construction”.

SERVICES

V. As long as Tenant is not in default under any covenants of this lease, Landlord, during the hours of 8:00 A.M. to 6:00 P.M. on weekdays ("Working Hours"), excluding legal holidays, shall furnish the Demised Premises with heat and air-conditioning in the respective seasons, and provide the Demised Premises with electricity for lighting and usual office equipment as set forth in Schedule C annexed hereto. Notwithstanding, the foregoing, Tenant shall have access to the Demised Premises twenty-four (24)hours per day, seven (7) days per week. ''However, any use by Tenant of such services to the Demised Premises outside of Working Hours shall be subject to the provisions of Schedule C.

LANDLORD'S REPAIRS

VI. Landlord, at its expense, will make all the repairs to and provide the maintenance (as set forth in Schedule B) for the Demised Premises (excluding painting and decorating) and for all public areas and facilities of the Building, except such repairs and maintenance as may be necessitated by the negligence, improper care or use of such premises and facilities by Tenant, its agents, employees, licensees or invitees, which will be made by Landlord at Tenant's expense.

WATER SUPPLY

VII. Landlord, at its expense, shall furnish hot and cold or tempered water for lavatory purposes only.

PARKING FIELD

VIII. Tenant shall have the right to use (_____) parking spaces for the parking of automobiles of Tenant, its employees and invitees, in the parking area designated for tenants of the Building (hereinafter sometimes referred to as "Building Parking Area"), subject to the Rules and Regulations now or hereafter adopted by Landlord. Tenant shall not use nor permit any of its officers, agents or employees to use any parking spaces in excess of Tenant's allotted number of spaces therein.

DIRECTORY

VIV. Landlord will furnish on the building directories listings requested by Tenant, however, the total number of lines on the building directories devoted to Tenant's listings shall not exceed Tenant's Proportionate Share of the total number of lines on the building directories devoted to all tenants of the Building. The initial listings will be made at Landlord's expense and any subsequent changes by Tenant shall be made at Tenant's expense. Landlord's acceptance of any name for listing on the directory will not be deemed, nor will it substitute for, Landlord's consent, as required by this lease, to any sublease, assignment or other occupancy of the Premises.

TAXES AND OTHER CHARGES

X. (A) As used in and for the purposes of this Article 11, the following definitions shall apply:

(i) "Taxes" shall be the real estate taxes, assessments, special or otherwise, sewer rents, rates and charges, and any other governmental charges, general, specific, ordinary or extraordinary, presently existing or created hereafter, foreseen or unforeseen, and any personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and appurtenances in, upon or used in connection with the Real Property for the operation thereof, which on the basis of any calendar year or fiscal year may be assessed, levied, confirmed, imposed upon, or become due and payable out of, or become a lien against the Real Property. If at any time during the Term the method of taxation prevailing at the date hereof shall be altered so that there shall be levied, assessed or imposed in lieu of, or as in addition to, or as a substitute for, the whole or any part of the taxes, levies, impositions or charges now levied, assessed or imposed on all or any part of the Real Property (a) a tax, assessment, levy, imposition or charge based upon the rents received Ly Landlord, whether or not wholly or partially as a capital levy or otherwise, or (b) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Real Property and imposed on Landlord, or (c) a license fee measured by the rent payable by Tenant to Landlord, or (d) any other tax, levy, imposition, charge or license fee however described or imposed; then all such taxes, levies, impositions, charges or license fees or any part thereof, so measured or based, shall be deemed to be Taxes.

(ii) “Base Year Taxes” shall be the Taxes actually due and payable with respect to the tax year with respect to Taxes imposed on a fiscal year basis and the tax year with respect to Taxes imposed on a calendar year basis.

(iii) "Escalation Year" shall mean each calendar year which shall include any part of the Demised Term.

(iv) "Real Property" shall be the land upon which the Building stands and any part or parts thereof utilized for parking, landscaped areas or otherwise used in connection with the Building, and the Building and other improvements appurtenant thereto.

(A) Tenant shall pay Landlord increases in Taxes levied against the Real Property as follows: If the Taxes actually due and payable with respect to Real Property in any Escalation Year shall be increased above the Base Year Taxes, then Tenant shall pay to Landlord, as additional rent for such Escalation Year, a sum equal to Tenant’s Proportionate Share of said increase ("Tenant's Tax Payment" or “Tax Payment").

(B) Landlord shall render to Tenant a statement containing a computation of Tenant's Tax Payment ("Landlord's Statement"). Within fifteen (15) days after the rendition of the Landlord's Statement, Tenant shall pay to Landlord the amount of Tenant's Tax Payment. On the first day of each month following the rendition of each Landlord's Statement, Tenant shall pay to Landlord, on account of Tenant's next Tax Payment, a sum equal to one-twelfth (1/12th) of Tenant's last Tax Payment due hereunder, which sum shall be subject to adjustment for subsequent increases in Taxes. Upon Landlord receiving notice of a subsequent increase in Taxes, Landlord shall have the right to increase the monthly installments of Tenant's Tax Payment then due from Tenant by an amount sufficient to compensate Landlord for any previous deficiencies in installments and thereafter the monthly installments shall be increased on-a pro rata basis so that installments due from Tenant shall be such as to be sufficient to fully pay Tenant's Proportionate Share of the respective Taxes at least one month prior to the due date of such Taxes.

(C) If during the Term Taxes are required to be paid as a tax escrow payment to a mortgagee, then, at Landlord's option, the installments of Tenant's Tax Payment shall be correspondingly accelerated so that Tenant's Tax Payment or any installment thereof shall be due and payable by Tenant to Landlord at least thirty (30) days prior to the date such payment is due to such mortgagee.

(D) Landlord's failure to render a Landlord's Statement with respect to any Escalation Year shall not prejudice Landlord's right to render a Landlord's Statement with respect to any Escalation Year. The obligation of Landlord and Tenant under the provisions of this Article with respect to any additional rent for any Escalation Year shall survive the expiration or any sooner termination of the Demised Term.

(E) A Tenant shall not, without Landlord's prior written consent, institute or maintain any action, proceeding or application in any court or body or with any governmental authority for the purpose of changing the Taxes. Tenant acknowledges that Landlord may have, prior to the date of this lease, initiated application for a decrease in the assessed valuation with respect to the Real Property. Tenant acknowledges and agrees that any reduction in Taxes which may result from any decrease in Taxes with proceeding involving the application for a respect to the Real Property will not be paid to Tenant in the amount of Tenant's Proportionate Share or otherwise and will not be subtracted from the Taxes payable or paid by Tenant for the tax year to which the reduction, refund or abatement applies and that no reimbursement shall be made by Landlord to Tenant after Landlord receives or is credited with such refund, reduction or abatement. If Landlord obtains a (i) reduction or an abatement in the assessment of the Real Property and/or a (ii) reduction or an abatement in Base Year Taxes, then Base Year Taxes, as utilized for purposes of calculating Tenant's Proportionate Share of Taxes due pursuant to this lease shall be in an amount equal to the tax rates which were in effect during the base years set forth above times the assessed valuation of the Real Property as so reduced. If during the Term of this lease, Taxes are reduced for any tax year and a tax certiorari proceeding or any other proceeding, judicial or otherwise, is pending for the base years (or any of the base years) then for purposes of calculating Base Year Taxes, Landlord may utilize such reduced assessed valuation in calculating Tenant's Proportionate Share of Taxes. In such an event, Landlord shall determine Base Year Taxes to be equal to the tax rates in effect for the base years times the reduced assessed valuation for such interim year. After the assessed valuations for the base years are finally determined, Landlord shall issue a statement reconciling all tax years Affected by such final determination and Tenant shall remit such additional funds as may be payable with respect to Tenant's Proportionate Share of Taxes, or Landlord shall refund to Tenant any excess payments made by Tenant with respect to Tenant’s Proportionate Share. However, if Landlord obtains a reduction in tax assessments which results in a reduction, in Taxes for any tax year as a result of proceedings respecting applications filed or made on or after the date of execution of this lease, then for purposes of calculating Tenant's Proportionate Share of Taxes due pursuant to this lease for such tax year the Taxes imposed shall be reduced accordingly and, if Landlord shall actually receive any tax refund in respect to the Taxes for any tax year which Tenant has paid Tenant's Proportionate Share of the Taxes as herein provided, then Landlord shall reimburse Tenant for Tenant's Proportionate Share thereof, after first deducting therefrom the share of Landlord's cost and expense in procuring such refund proportionately attributed to the reimbursement due to Tenant.

OPERATING COST INCREASES

XI. (A) For purposes of this lease, the terms "Operating Costs" and "Base Operating Costs" shall be defined as follows:

(i) The term "Operating Costs” shall mean and include the aggregate of all those expenses, adjusted for full occupancy, to the extent, incurred in respect to the operation and maintenance (whether structural or non-structural, and whether capital or non-capital in nature) of the Real Property (as such term is defined in Article ll(A)(iv)) in accordance with accepted principles of sound management and accounting practices as applied to the operation and maintenance of non-institutional first class office properties, including any and all of the following: salaries, wages, hospitalization, medical, surgical and general welfare benefits (including group life insurance), pension payments, payroll taxes and workmen's compensation of and respecting employees of Landlord engaged in the operation and maintenance of the Real Property (including, among others, that of the Real Property or Building manager and such manager's administrative staff); all insurance carried by Landlord applicable to the Real Property (including, without limitation, primary and excess liability, vehicle insurance, fire and extended coverage, vandalism and all broad form coverage, riot, strike and war risk insurance, flood insurance, boiler insurance, plate glass insurance, rent insurance and sign insurance); management fees; maintenance fees; maintenance and repairs of grounds (including, without limitation, all landscaping, statuary, exhibits, displays, walks, parking and other vehicle ways and areas and common areas), underground conduits, pipes, line equipment and systems; repaving, resurfacing and painting (including line painting); removal of snow, ice, trash, garbage and other refuse; public light and power, steam, fuel (including oil and/or gas used to heat the Building),utility taxes and water and sewer rental; cleaning, cleaning supplies, uniforms and dry cleaning and window cleaning; legal expenses (other than those for preparation of this and other leases) and accounting fees; taxes (including, without limitation, sales and use taxes); service contracts with independent contractors, energy providers and/or consultants, security systems and security personnel, and traffic systems and traffic personnel; telephone, telegraph and stationery; advertising; and all other expenses paid in ,connection with the operation of the Real Property. All such expenses are subject to Landlord's overhead and administrative cost of fifteen (15%) percent.

Operating Costs shall not include: (1) expenses for repairs or other work occasioned by fire or other insured casualty; (2) expenses incurred in connection with leasing and procuring new tenants; (3) interest or amortization payments on any mortgage or mortgages, and rental under any ground or underlying leases, and/or; (4) wages, salaries or other compensation paid to any executive employee of Landlord above the grade of Real Property or Building manager.

(ii) The term "Base Operating Costs” shall mean the Operating Costs in effect for the Calendar year ending December 31,____ (whether or not retroactively determined).

(B) Tenant shall pay to Landlord increases in operating Costs as follows: If the Operating Costs actually incurred by Landlord in any Escalation Year (as such term is defined in Article ll(A)(iii)) shall exceed the Base Operating Costs, then Tenant shall pay to Landlord, as additional rent for said Escalation Year, a sum equal to Tenant's Proportionate Share of the difference between said Operating Costs and the Base Operating Costs ("Tenant's Cost Payment" or “Cost Payment")

(C) Landlord shall render to Tenant a statement containing a computation of Tenant's Cost Payment ("Landlord's Cost Statement") with respect to each Escalation Year occurring in whole or part during the Term of this lease. Within fifteen (15)days after rendition of Landlord's Cost Statement relating to the first Escalation Year, Tenant shall pay to Landlord, as additional rent, the full amount of Tenant's Cost Payment shown thereon. In addition, on the first day of each month following the rendition of each Landlord's Cost Statement, Tenant shall pay to Landlord, on account of Tenant's next Cost Payment, a sum equal to one-twelfth (1/12th) of Tenant’s last Cost Payment due hereunder, which sum shall be subject to adjustment for increases in operating Costs.

(D) All Landlord's Costs Statements after the first Landlord's Cost Statement shall include the following amounts with respect to the Escalation Year to which they apply: (i) the total Operating Costs incurred by Landlord during the Escalation Year in question; (ii) Tenant's Cost Payment for such Escalation Year; (iii) all amounts paid by Tenant during such Escalation Year on account of the subject Cost Payment; and (iv) the amount of the difference, if any, between Cost Payment for such Escalation Year and the amounts paid by Tenant during such Escalation Year on account of the subject Cost Payment. Within fifteen (15) days after the rendition of such Landlord's Cost Statement, Tenant shall pay to Landlord, as additional rent, the amount of the difference referred to in (iv) above, if any. In addition, together with such payment, Tenant shall pay to Landlord, for each month that has transpired since the commencement of the current Escalation Year and the rendition of the subject Landlord's Cost Statement, the difference between one-twelfth (1/12th) of the Cost Payment shown on such statements and the monthly payments toward Tenant's Cost Payment made by Tenant for the prior months of such current Escalation Year. In addition, on the first day of each month following the rendition of the subject Landlord's Cost Statement, Tenant shall pay to landlord, on account of the next Tenant's Cost Payment, one-twelfth (1/12th) of the Cost Payment shown on the subject Landlord's Cost Statement.

(E) If Landlord shall incur or bill for a retroactive increase in Operating Costs, Tenant shall pay Landlord, the total amount of the additional rent resulting from such retroactive increase on the first day of the month following demand therefore by Landlord.

(F) Every notice given by Landlord pursuant to this Article, including, without limitation, Landlord's Cost Statement, shall be conclusive and binding upon Tenant unless within twenty (20) days after the receipt of such notice, Tenant shall notify Landlord that it disputes the correctness of the notice, specifying the particular respects in which the notice is claimed to be incorrect. Pending the determination of such dispute by agreement or otherwise, Tenant shall pay additional rent or accept credit in accordance with Landlord's notice and such payment or acceptance shall be without prejudice to Tenant's position. If the dispute shall be determined in Tenant's favor, Landlord shall forthwith pay Tenant the amount of Tenant's overpayment of rents resulting from compliance with Landlord's Cost Statement.

(G) Landlord's failure to render a Landlord’s Cost Statement with respect to any Escalation Year shall not prejudice Landlord's right to render a Landlord Cost Statement with respect to any Escalation Year. The obligations of Tenant under the provisions of this Article with respect to any additional rent for any Escalation Year shall survive, the expiration or any sooner termination of the Demised Term.

TENANT'S REPAIRS

XII. Tenant shall take good care of the Demised Premises and, subject to the provisions of Article 7 hereof, Landlord at the expense of Tenant, shall make as and when needed as a result of misuse or neglect by Tenant or Tenant's servants, employees, agents or licensees, all repairs in and about the Demised Premises necessary to preserve them in good order and condition. Except as provided in Article 26 hereof, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making any repairs, alterations, additions or improvements in or to any portion of the Building or of the Demised Premises, or in or to the fixtures, appurtenances or equipment thereof, and no liability upon Landlord for failure of Landlord or others to make any repairs, alterations, additions or improvements in or to any portion of the Building or of the Demised Premises, or in or to the fixtures, appurtenances or equipment.

FIXTURES & INSTALLATIONS

XIII. All appurtenances, fixtures, improvements, additions and other property attached to or built into the Demised Premises, whether by Landlord or Tenant or others, and whether at Landlord's expense, or Tenant's expense, or the joint expense of Landlord and Tenant, shall be and remain the property of Landlord (except for purposes of sales tax which shall remain Tenant's obligation). All trade fixtures, furniture, furnishings and other articles of movable personal property owned by Tenant and located within the Premises (collectively, "Tenant's Property") may be removed from the Premises by Tenant at any time during the Term. In addition, Landlord may elect to require that Tenant remove, at Tenant's sole cost and expense, any or all wiring installed by or on behalf of Tenant in and about the Demised by or on Premises and any non-standard office installations made behalf of Tenant in or about the Demised Premises. Tenant, before so removing Tenant's Property (or other property that Tenant may be required to remove hereunder), shall establish to Landlord's satisfaction that no structural damage or change will result from such removal and that Tenant can and promptly will repair and restore any damage caused by such removal without cost or charge to Landlord. Any repair made necessary as a result of such removal shall itself be deemed an Alteration (as defined in Article 15 below) within the purview of this lease. Any Tenant's Property for which Landlord shall have granted any allowance, contribution or credit to Tenant shall, at Landlord's option, not be so removed. All the outside walls of the Demised Premises including corridor walls and the outside entrance doors to the Demised Premises, any balconies, terraces or roofs adjacent to the Demised Premises, and any space in the Demised Premises used for shafts, stacks, pipes, conduits, ducts or other building facilities, and the use thereof, as well as access thereto in and through the Demised Premises for the purpose of operation, maintenance, decoration and repair, are expressly reserved to Landlord, and Landlord does not convey any rights to Tenant therein. Notwithstanding the foregoing, Tenant shall enjoy full right of access to the Demised Premises through the public entrances, public corridors and public areas within the Building.

ALTERATIONS

XIV. After completion of Landlord’s Initial Construction as set forth in Article 5 hereof, Tenant shall make no alterations, installations, additions or improvements (hereinafter collectively referred to as "Alterations") in, or to the Demised Premises. Tenant may make written request to Landlord that certain Alterations be made to the Demised premises, but all such Alterations shall be performed, if at all (i) in the sole and absolute discretion of Landlord (including, the manner and timing of such performance),(ii) by Landlord or its designee and (iii) at the sole cost and expense of Tenant. Any Alteration to he performed in, on or to the Demised Premises shall be performed by Landlord (which term as used in this Article 15(A) shall be deemed to include Landlord and/or Landlord's contractor) and Tenant shall pay Landlord for the value of such Alteration. As used herein, the term "value" shall mean that Landlord shall perform all work in, connection with the, Alteration on a "cost-plus" basis, whereby "value" shall include but not be limited to, the cost of sub-contractors, material, equipment rental, permits, fees, taxes, insurance, debris removal, safety, labor, project management and all other expenses incurred by Landlord in the performance of such work and shall also include a general contractor's fee equal to fifteen (15%) percent of the total of all other costs included in the calculation thereof.

REQUIREMENTS OF LAW

XV. (A) Tenant, at Tenant's sole cost and expense, shall comply with all statutes, laws, ordinances, orders, regulations and notices of Federal, State, County and Municipal authorities, and with all directions, pursuant to law, of all public officers, which shall impose any duty upon Landlord or Tenant with respect to the Demised Premises or the use or occupation thereof, 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 the use or occupancy or manner of use or occupancy of the Demised Premises by Tenant, or any such person.

(B) The parties acknowledge that there are certain Federal, State and local laws, regulations, and guidelines now in effect and that additional laws, regulations and guidelines may hereafter be enacted, relating to or affecting the Premises, the Building, and the land of which the Premises and the Building maybe a part, concerning the impact on the environment of construction, land use, the maintenance and operation of structures and the conduct of business. Tenant will not cause, or permit to be caused, any act or practice, by negligence, omission, or otherwise, that would adversely affect the environment or do anything or permit anything to be done that would violate any of said laws, regulations, or guidelines. Any violation of this covenant shall be an event of default under this lease.

(C) Tenant shall keep or cause the Premises to be kept free of Hazardous Materials (hereinafter defined). Without limiting the foregoing, Tenant shall not cause or permit the Premises to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials, except in compliance with all applicable Federal, State and Local laws or regulations, nor shall Tenant cause or permit, as a result of any intentional (or unintentional act or omission on the part of Tenant or any person or entity claiming through or under Tenant or any of their employees, contractors, agents, visitors or licensees (collectively, "Related Parties"), a release of Hazardous, Materials onto the Premises or onto any other property. Tenant shall comply with and ensure compliance by all Related Parties with all applicable Federal, State and Local laws, ordinances, rules and regulations, whenever and by whomever triggered, and shall obtain and comply with, and ensure that all Related Parties comply with, any and all approvals, registrations or permits required thereunder. With respect to Hazardous Materials for which Tenant is responsible hereunder, Tenant shall conduct and complete all investigations, studies, samplings, and testing, and all remedial removal and other actions necessary to clean up and remove such Hazardous Materials, on, from, or affecting the Premises (a) in accordance with all applicable Federal, State and Local laws, ordinances, rules, regulations, policies, orders and directives, and (b) to the satisfaction of Landlord, and (ii) defend, indemnify, and hold harmless Landlord, its employees, agents, officers, and directors, from and, against any claims, demands, penalties, fines, liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or unknown, contingent or otherwise; arising out of or in any way related to, (a) the presence, disposal, release, or threatened release of such Hazardous Materials which are on, from, or affecting the soil, water, vegetation, buildings, personal property, persons, animals, or otherwise; (b)any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (c) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials; and/or (d) any violation of laws, orders, regulations, requirements, or demands of government authorities, or any policies or requirements of Landlord which are based upon or in any way related to such Hazardous Materials, including, without limitation, attorney and consultant fees, investigation and laboratory fees, court, costs, and litigation expenses. In the event this lease is terminated, or Tenant is dispossessed, Tenant shall deliver the Premises to Landlord free of any and all Hazardous Materials so that the conditions of the Premises shall conform with all applicable Federal, State and Local laws, ordinances, rules or regulations affecting the Premises. For purposes of this paragraph, "Hazardous Materials" includes, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous waste, hazardous or toxic substances, or related materials defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 9601, et seq.), and in the regulations adopted and publications promulgated pursuant thereto, or any other Federal, State or Local environmental law, ordinance, rule, or regulation.

END OF TERM

XVI. (A) Upon the expiration or other termination of the Term of this lease, Tenant shall, at its own expense, quit and surrender to Landlord the Demised Premises, broom clean, in good order and condition, ordinary wear, tear and damage by fire or other insured casualty excepted, and Tenant shall remove all of its property and shall pay the cost to repair all damage to the Demised Premises or the Building occasioned by such removal. Any property not removed from the Premises shall be deemed abandoned by Tenant and may be retained by Landlord, as its property, or disposed of in any manner deemed appropriate by the Landlord. Any expense incurred by Landlord in removing or disposing of such property shall be reimbursed to Landlord by Tenant on demand. 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 or summary proceeding which Landlord may institute to enforce the foregoing provisions of this Article. If the last day of the Term of this lease or any renewal hereof falls on Sunday or a legal holiday, this lease shall expire on the immediately preceding business day. Tenant's obligations under this Article 17 shall survive the Expiration Date or sooner termination of this lease.

(B) In the event of any holding over by Tenant after the expiration or termination of this lease without the consent of Landlord, Tenant shall:

(i) pay as holdover rental for each month of the holdover tenancy an amount equal to the greater of (a) the fair market minimum monthly rental value for the Demised Premises, or (b) two hundred (200%)percent of the Rent payable by Tenant for the last full calendar month prior to the Expiration Date. In addition, Tenant shall otherwise observe fulfill and perform all of its obligations under this lease, including but not limited to, those pertaining to additional rent, in accordance with its terms;

(ii) be liable to Landlord for any payment or rent concession which Landlord may he required to make to any tenant in order to induce such tenant not to terminate an executed lease covering all or any portion of the Premises by reason of the holdover over by Tenant; and

(iii) be liable to Landlord for any damages suffered by Landlord as the result of Tenant's failure to surrender the Premises.

No holding over by Tenant after the Term shall operate to extend the Term.

The holdover, with respect to all or any, part of the Premises, of a person deriving an interest in the Premises from or through Tenant, including, but not limited to, an assignee or subtenant, shall be deemed a holdover by Tenant.

Notwithstanding anything in this Article contained to the contrary, the acceptance of any Rent paid by Tenant pursuant to this Paragraph 17(B), shall not preclude Landlord from commencing and prosecuting a holdover or eviction action or proceeding or any action or proceeding in the nature thereof. The preceding sentence shall be deemed to be an "agreement expressly providing otherwise,, within the meaning of Section 232-c of the Real Property Law of the State of New York and any successor law of like import.

(C) If at any time during the last six (6) months of the Term, Tenant shall have removed all or substantially all of Tenant's property from the Premises, Landlord may, and Tenant hereby irrevocably grants to Landlord a license to, immediately enter and alter, renovate and redecorate the Premises, without elimination, diminution or abatement of Rent, or incurring liability to Tenant for any compensation, and such acts shall have no effect upon this lease.

QUIET ENJOYMENT

XVII. Landlord covenants and agrees' with Tenant that upon Tenant paying the Rent and additional rent and observing and performing all the terms, covenants and conditions on Tenant's Part to be observed and performed, Tenant may peaceably and quietly enjoy the Demised Premises during the Term of this lease without hindrance or molestation by anyone claiming by or through Landlord, subject, nevertheless, to the terms, covenants and conditions of this lease including, but not limited to, Article 23.

SIGNS

XVIII. Tenant shall not place any signs or lettering of any nature on or in any window or on the exterior of the Building or elsewhere within the Demised Premises such as will be visible from the street. Nor may Tenant place any sign or lettering in the public corridors or on the doors, except where Tenant has obtained the prior written consent of Landlord to the placing, style and content of such sign or lettering and all sources constructing or furnishing such sign or lettering.

RULES AND REGULATIONS

XIX. Tenant and Tenant's agents, employees, visitors, and licensees shall faithfully observe and comply with, and shall not permit violation of, the Rules and Regulations set forth on Schedule D annexed hereto and made part hereof, and with such further reasonable Rules and Regulations, as Landlord at any time may make and communicate in writing to Tenant which, in Landlord's judgment, shall be necessary for the reputation, safety, care and appearance of the Building and the land allocated to it or the preservation of good operation or maintenance of the Building, and such land, its equipment, or the more useful occupancy or the comfort of the tenants or others in the Building. Landlord shall not be liable to Tenant for the violation of any of said Rules and Regulations, or the breach of any covenant or condition, in any lease by any other tenant in the Building.

RIGHT TO SUBLET OR ASSIGN

XX. (A) Tenant shall not assign this lease nor sublet the Demised Premises or any part thereof, by operation of law or otherwise, including, without limitation, an assignment or subletting as defined in Article 21(D) below, without the prior written consent of Landlord in each instance. Tenant may assign this lease or sublet all or a portion of the Demised Premises with Landlord's prior written consent, provided:

(i) That such assignment or sublease is for a use which is in compliance with this lease, the then existing zoning regulations and the Certificate of Occupancy for the Building;

(ii) That, at the time of such assignment or subletting, there is no default under the terms of this lease on Tenant's part;

(iii) That, in the event of an assignment, the assignee shall assume in writing the performance of all of the terms and obligations of this lease;

(iv) That a duplicate original of said assignment or sublease shall be delivered to Landlord at the address herein set forth within ten (10) days from the execution of said assignment or sublease and within ninety (90) days of the date that Tenant first advises Landlord of the name and address of the proposed subtenant or assignee, as required pursuant to Article 21(B) hereof;

(v) Such assignment or subletting shall not, however, release assigning or subletting person or entity or any guarantor of this lease, or any of their respective successors, from their liability for the full and faithful performance of all of the terms and conditions of this lease;

(vi) If this lease is assigned, or if the Demised Premises or any part thereof is sublet or occupied by any person or entity other than Tenant, Landlord may, after default by Tenant collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and additional rent herein reserved; and

(vii) That, in the event Tenant shall request Landlord's consent to a proposed assignment of this lease or proposed sublease of all or a portion of the Demised Premises, Tenant shall pay or reimburse to Landlord the reasonable attorney fees incurred by Landlord in processing such request.

(B) Notwithstanding anything contained in this Article 21 to the contrary, no assignment or subletting shall be made by Tenant in any event until Tenant has offered to terminate this lease as of the last day of any calendar month during the Term hereof and to vacate and surrender the Demised Premises to Landlord on the date fixed in the notice served by Tenant upon Landlord (which date shall be prior to the date of such proposed assignment or the commencement date of such proposed sublease). Simultaneously with said offer to terminate this lease, Tenant shall advise the Landlord, in writing, of the name and address of the proposed assignee or subtenant, a reasonably detailed statement of the proposed subtenant/assignee's business, reasonably detailed financial references, and all the terms, covenants, and conditions of the proposed-sublease or assignment.

(C) Tenant may, without the consent of Landlord, assign this lease to an affiliated entity (i.e., an entity having 20% or more of its equitable ownership interest, held by the person(s) or entity(ies) that hold 20% or more of Tenant’s equitable ownership interest), a parent or subsidiary entity of Tenant, or to a person or entity to which it sells or assigns all or substantially all of its assets or equitable ownership interest or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated, parent or subsidiary person or entity shall, in writing, assume and agree to perform all of the obligations of Tenant under this lease and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this lease by reason of such assignment.

(D) For purposes of this Article 21, (i) the transfer of a majority of the issued and outstanding stock of any corporate tenant, or of a corporate subtenant, or the transfer of a majority of the total equitable ownership interest in any tenant of another business form, or of a subtenant of such business form, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this lease, or of such sublease, as the case may be; (ii) any person or legal representative of Tenant, to whom Tenant's interest under this lease passes by operation of law or otherwise, shall be bound by the provisions of this Article 21; and (iii) a modification or amendment of a sublease shall be deemed a sublease.

(E) Whenever Tenant shall claim under this lease that Landlord has unreasonably withheld or delayed its consent to some request of Tenant, Tenant shall have no claim for damages by reason of such alleged withholding or delay, and Tenant's sole remedy thereof shall be a right to obtain specific performance or injunction but in no event with recovery of damages.

(F) Tenant shall not mortgage, pledge, hypothecate or otherwise encumber its interest under this lease without Landlord's prior written consent.

(G) Without affecting any of its other obligations under this lease, except with respect to any permitted assignment or subletting under Article 21(C) hereof, Tenant will pay Landlord as additional rent any sums or other economic consideration, which (i) are due and payable to Tenant as a result of any permitted assignment or subletting whether or not referred to as rentals under the assignment or sublease (after deducting therefrom the reasonable costs, and expenses incurred by Tenant in connection with the assignment or subletting in question provided such costs were approved by Landlord when it approved the assignment or sublease); and (ii) exceed in total the sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Demised Premises subject to such assignment or sublease) it being the express intention of the parties that Tenant shall not in any manner whatsoever be entitled to any profit by reason of such sublease or assignment. The failure or inability of the assignee or subtenant to pay rent pursuant to the assignment or sublease will not relieve Tenant from its obligations to Landlord under this Article 21(G). Tenant will not amend the assignment or sublease in such a way as to reduce or delay payment of amounts which are provided in the assignment or sublease approved by Landlord.

(H) At least thirty (30) days prior to any proposed subletting or assignment, Tenant shall submit to Landlord a written notice of the proposed subletting or assignment, which notice shall contain or be accompanied by the following information:

(a) the name and address of the proposed subtenant or assignee;

(b) the nature and character of the business of the proposed subtenant or assignee and its proposed use of the premises to be demised;

(C) the most recent three (3) years of balance sheets and profit and loss statements of the proposed subtenant or assignee or other financial information, satisfactory to Landlord; and

(d) a fully-executed original, of the proposed sublease or assignment of lease.

Without limiting the right of Landlord to withhold its consent to any proposed assignment of this lease or subletting of all or any portion of the Demised Premises, Tenant specifically acknowledges and agrees that it and anyone holding through Tenant shall not sublet or assign all or any portion of the demised Premises to any subtenant or assignee who will use the Demised Premises or a portion thereof for any of the following designated uses nor for any other use which is substantially similar to any one of the following designated uses:

(i) federal, state or local governmental division, department or agency which generates heavy public traffic, including, without limitation, court, social security offices, labor department office, drug enforcement agency, motor vehicle agency, postal service, military recruitment office;

(ii) union or labor organization;

(iii) office for the practice of medicine, dentistry or the rendering of other health related services;

(iv) chemical or pharmaceutical company; provided, however, that the subletting or assignment to such a company which will use the premises only for executive, general and sales offices and waive the right to conduct any research and development shall not be prohibited;

(v) insurance claims office, including, but not limited to, unemployment insurance or worker's compensation insurance; or

(vi) brokerage firm.

LANDLORD'S ACCESS TO PREMISES

XXI. (A) Landlord or Landlord's agents shall have the right to enter and/or pass through-the Demised Premises at all reasonable times on reasonable notice, except in an emergency, to examine the same, and to show them to ground lessors, mortgages or prospective purchasers, ground lessors or mortgagees, and to make such repairs, improvements or additions as Landlord may deem necessary or desirable, and Landlord shall be allowed to take all material into and upon and/or through said Demised Premises that may be required therefore. During the twelve (12) months prior to the expiration of the Term of this lease, or any renewal term, Landlord may exhibit the Demised Premises to prospective tenants or purchasers at all reasonable hours and without unreasonably interfering with Tenant's business. If Tenant shall not be personally present to open and permit an entry into said premises at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord's agents may enter the same by a master key, or forcibly, without rendering Landlord or such agent liable therefore (if during such entry Landlord or Landlord's agents shall afford reasonable care to Tenant's property).

(B) Landlord shall also have the right, at any time, to change the arrangement and/or location: of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building; provided, however, that Landlord shall make no change in the arrangement and/or location of entrances or passageways or other public parts of the Building which will adversely affect in any material manner Tenant's use and enjoyment of the Demised Premises. Landlord shall also have the right, at any time, to name the Building, including, but not limited to, the, use of appropriate signs and/or lettering on any or all entrances to the Building, and to change the name, number or designation by which the Building is commonly known.

(C) Neither this lease nor any use by Tenant shall give Tenant any right or easement to the use of any door or passage or concourse connecting with any other building or to any public conveniences, and the use of such, doors and passages and concourse and of such conveniences may be regulated and/or discontinued at any time and from time to time by Landlord without notice to Tenant.

(D) The exercise by Landlord or its agents of any right reserved to Landlord 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 Landlord, or its agents, or upon any lessor under any ground or underlying lease, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise.

SUBORDINATION

XXII. (A) This lease and all rights of Tenant hereunder are, and shall be, subject and subordinate in all respects to all ground leases and/or underlying leases and to all first mortgages and building loan agreements which may now or hereafter be placed on or affect such leases and/or the Real Property of which the Demised Premises form a part, or any part or parts of such Real Property, and/or Landlord's interest or interest therein, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefore,. The provisions of this Article 23(A) 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 that Landlord and/or any mortgagee and/or the lessor under any ground or underlying lease and/or their respective successors in interest may request.

(B) Without limitation of any of the provisions of this lease, in the event that any mortgagee or its assigns shall succeed to the interest of Landlord or of any successor-Landlord and/or shall have become lessee under a new ground or underlying lease, then, this lease shall nevertheless continue in full force and effect and Tenant shall and does hereby agree to attorn to such mortgagee or its assigns and to recognize such mortgagee or its respective assigns as its Landlord.

(C) Tenant shall, at any time and from time to time, upon not less than five (5) days notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying that this lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modification) and the dates to which the Rent,, additional rent and other charges have been paid in advance, if any, and stating whether or not to the best knowledge of the signer, of such certificate Landlord is in default in performance of any covenant, agreement, term, provision or condition contained in this lease, and if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon, by any prospective purchaser or lessee of said real property or any interest or estate therein, any mortgagee or prospective mortgagee thereof, or any prospective assignee of any mortgage thereof. If, in connection with obtaining financing for the Building and the land allocated to it, a banking, insurance or other recognized institutional lender shall request reasonable modifications in this lease as a condition to such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not increase the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created. If, in connection with such financing, such institutional lender shall require financial audited information on the Tenant, Tenants shall promptly comply with such request.

(D) Tenant covenants and agrees that if by reason of a default under any underlying lease (including an underlying lease through which Landlord derives its leasehold estate in the Premises), such underlying lease and the leasehold estate of the Landlord in the premises demised hereby is terminated, providing notice has been given to Tenant and any permitted leasehold mortgagee, Tenant will attorn to the then holder of the reversionary interest in the premises demised by this lease or to anyone who shall succeed to the interest of Landlord or to the lessee of a new underlying lease entered into pursuant to the provisions of such underlying lease, and will recognize such holder and/or such lessee as Tenant's landlord of this lease. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of Landlord or of the lessor under any such underlying lease, any instrument which may be necessary or appropriate to evidence such attornment. Tenant further waives the provision of any statute or rule of law, now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this, lease or to surrender possession of the premises hereby in the event any proceeding is brought by the lessor under any underlying lease to terminate the same, and agrees that unless and until any such lessor, in connection with any such proceeding, shall elect to terminate this lease and the rights of Tenant hereunder, this lease shall not be affected in any way whatsoever by any such proceeding.

PROPERTY LOSS, DAMAGE REIMBURSEMENT

XXIII. Landlord or its agents shall not be liable for any damages to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Landlord or its agents shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, electrical disturbance, water, rain or snow or leaks from any part of the Building or from the, pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature unless caused by or due to the negligence of Landlord, its agents, servants or employees; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in the Building or caused by operations in construction of any private, public or quasi-public work; nor shall Landlord be liable for any latent defect in the Demised Premises or in the Building. If at any time any windows of the Demised Premises are temporarily closed or darkened incident to or for the purpose of repairs, replacements, maintenance and/or cleaning in, on, to or about the Building or any part or parts thereof, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement of rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction. Tenant shall reimburse and compensate Landlord as additional rent for all expenditures (including, without limitation, reasonable attorneys' fees) made by, or damages or fines sustained or incurred by, Landlord due to non-performance or non-compliance with or breach or failure to observe any term, covenant or condition of this lease upon Tenant's part to be kept, observed, performed or complied with. Tenant shall, give immediate notice to Landlord in case of fire or accidents, in the Demised Premises or in the Building or of defects therein or in any fixtures or equipment.

TENANT'S INDEMNITY

XXIV. Tenant shall indemnify and save harmless Landlord against and from any and all claims by or, on behalf of any person or persons, firm or firms, corporation or corporations arising from the conduct or management of or from any work or other thing whatsoever done (other than by Landlord or its contractors or the agents or employees of either) in and on the Demised Premises during any other period of occupancy by Tenant including the Term of this lease and during the period of time, if any, prior to the specified commencement date that Tenant may have been given access to the Demised Premises for the purpose of making installations, and will further indemnify and save Landlord harmless from and against any and all claims., causes of action, damages, losses, costs and expenses (including reasonable attorney's fees) arising out of or in connection with any condition of the Demised Premises relating to Tenant’s occupancy thereof or due to or arising from any act or omission or negligence of Tenant or any of its agents, contractors, servants, employees, licensees or invitees; and in case any action or proceeding be brought against Landlord by reason of any such claim or cause of action, Tenant, upon notice from Landlord, agrees that Tenant, at Tenant's expense, will resist or defend such action or proceeding and will employ counsel therefor reasonably satisfactory to Landlord.

DESTRUCTION - FIRE OR OTHER CASUALTY

XXV. (A) Except as otherwise provided herein, if the Premises or any part thereof shall be damaged by fire or other casualty and Tenant gives prompt notice thereof to Landlord, Landlord shall proceed with reasonable diligence to repair or cause to be repaired such damage. The Rent shall be abated to the extent that the Premises shall have been rendered untenantable, such abatement to be from the date of such damage or destruction to the date the Premises shall be substantially repaired or rebuilt, in proportion which the area of the part of the Premises so rendered untenantable bears to the total area of the Premises.

(B) If the Premises shall be totally damaged or rendered wholly untenantable by fire or other casualty, and Landlord has not terminated this lease pursuant to Subsection (C), then the Rent and all items of additional rent required hereunder shall be paid by Tenant for all periods or partial periods up to the date of such fire or casualty and thenceforth shall cease until such time as the Demised Premises and Tenant's access thereto have been repaired and restored by Landlord (or sooner reoccupied in part by Tenant, in which case the Rent and additional rent hereunder shall merely be abated to the extent the Demised Premises remain untenantable).

(C) If the Premises shall be totally damaged or rendered wholly untenantable by fire or other casualty or if the Building shall be so damaged by fire or other casualty that substantial alteration or reconstruction of the Building shall, in Landlord's opinion, be required (whether or not the Premises shall have been damaged by such fire or other casualty), then in any of such events Landlord may, at its option, terminate this lease and the Term and estate hereby granted, by giving Tenant thirty (30) days notice of such termination days after the date of such damage. In the event that such notice of termination shall be given, this lease and the Term and estate hereby granted, shall terminate as of the date provided in such notice of termination (whether or not the Term shall have commenced) with the same effect as if that were the Expiration Date, and the Rent and additional rent shall be apportioned as of such date or sooner termination and any prepaid portion of Rent and additional rent for any period after such date shall be refunded by Landlord to Tenant.

(D) Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage by fire or other casualty or the repair thereof. Landlord will not carry insurance of any kind on Tenant’s property, and Landlord shall not be obligated to repair any damage thereto or replace the same.

(E) This lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of such express agreement, and any other law of like import now or hereafter enacted, shall have no application in such case.

INSURANCE

XXVI. (A) Tenant shall not do anything, or suffer or permit anything to be done, in or about the Premises which shall (i) invalidate or be in conflict with the provisions of any fire 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 Landlord, or (iii) subject Landlord to any liability or responsibility for injury to any person or property by reason of any Activity being conducted in the Premises or (iv) cause any increase in the fire insurance rates applicable to the Building or equipment or other property located therein at the-beginning of the Term or at any time thereafter. Tenant, at Tenant's expense, shall comply with all rules, orders, regulations or requirements of the New York Board of Fire Underwriters and the New York Fire, Insurance Rating Organization or any similar body.

(B) If, by reason of any act or omission on the part of Tenant, the rate of fire insurance with extended coverage on the Building or equipment or other property of Landlord or any other tenant or occupant of the Building shall be higher than it otherwise would be, Tenant shall reimburse Landlord and all such other tenants or occupants, on demand, for the part of the premiums for fire insurance and extended coverage paid by Landlord and such other tenants or occupants because of such act or omission on the part of Tenant.

(C) In the event that any dispute should arise between Landlord and tenant concerning insurance rates, a schedule or make up of insurance rates for the Building or the Premises, as the case may be, issued by the New York Fire Insurance Rating Organization or other similar body making rates for fire insurance and extended coverage for the Premises concerned, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates with extended coverage then applicable to such Premises.

(D) Tenant shall obtain and keep in full force and effect during the Term, Term, at its own cost and expense, (i) General Comprehensive Commercial Liability Insurance, such insurance to afford protection in an amount of not less than Three Million ($3,000,000) Dollars combined single limit coverage for injury, death and property damage arising out of any one occurrence, protecting Tenant as insured, and Landlord as additional insured, against any and all claims for personal injury, death or property damage and (ii) Fire and Extended Coverage Insurance on Tenant’s property, insuring against damage by fire and such other risks and hazards as are insurable under present and future standard forms of fire and extended coverage insurance policies, to Tenant's property for the full insurable value thereof.

(E) Said insurance is to be written in form and substance satisfactory to Landlord by a good and solvent insurance company of recognized standing, admitted to do business in the State of New York, which shall be reasonably satisfactory to Landlord. Tenant shall procure, maintain and place such insurance and pay all premiums and charges therefor and upon failure to do so Landlord may, but shall not be obligated to, procure, maintain and place such insurance or make such payments, and in such event the Tenant agrees to pay the amount thereof, plus interest at the maximum rate permitted by law, to Landlord on demand and said sum shall be in each instance collectible as additional rent on the first day of the month following the date of payment by Landlord. Tenant shall cause to be included in all such insurance policies a provision to the effect that the same will be non-cancelable except upon twenty (20) days written notice to Landlord. Prior to taking occupancy of the Demised Premises, Tenant shall deliver to Landlord the original policies for the insurance required hereunder or, in the alternative, appropriate certificates evidencing the existence and terms of such policies. Furthermore, throughout the term, Tenant shall deposit original policies (or appropriate certificates) evidencing any and all renewals or rep1acements of, or endorsements to, such insurance coverage; to the end that Landlord shall at all times be in possession of satisfactory evidence that all insurance coverage required of Tenant hereunder remains in full force and effect throughout the Term.

(F) Each party agrees to use its best efforts to include in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's property, in the case of Tenant, against loss, damage or destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party, or if such waiver should be unobtainable or unenforceable (i) an express agreement that such policy shall not be invalidated if the insured waives or has waived before the casualty, the right of recovery against any party responsible for a casualty covered by the policy, or (ii) any other form of permission for the release of the other party, or (iii) the inclusion of the other party as an additional insured, but not a party to whom any loss shall be payable. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable without additional charge or at all, the insured party shall so notify the other party promptly after learning thereof. In such case, if the other party shall agree in writing to pay the insurer's additional charge therefor, such waiver, agreement or permission shall be included in the policy, or the other party shall be named as an additional insured in the policy, but not a party to whom any loss shall be payable. Each such policy which shall so name a party hereto as an additional insured shall contain, if obtainable, agreements by the insurer that the policy will not be cancelled without at least twenty (20) days prior notice to both insureds and that the act or omission of one insured will not invalidate the policy as to the other insured.

(G) As long as Landlord's fire insurance policies then in force include the waiver of subrogation or agreement or permission to release liability referred to in Subsection (F) or name the Tenant as an additional insured, Landlord hereby waives (i) any obligation on the part of Tenant to make repairs to the 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 Premises, and any of their servants, employees, agents or contractors, for any loss occasioned by fire or other casualty that is an insured risk under such policies. In the event that at any time Landlord's fire insurance carriers shall not include such or similar provisions in Landlord's fire insurance policies, the waivers set forth in the foregoing sentence shall be deemed of no further force or effect.

(H) As long as Tenant's fire insurance policies then in force include the waiver of subrogation or agreement or permission to release liability referred to in Subsection (F), or name the Landlord as an additional insured, Tenant hereby waives, (and agrees to cause any other permitted occupants of the Premises to execute and deliver to Landlord written instruments waiving) any right of recovery against Landlord any other tenants or occupants of the Building, and any servants, employees, agents or contractors of Landlord or of 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 Tenant's fire insurance carriers shall not include such or similar provisions in Tenant's fire insurance policies, the waiver set forth in the foregoing sentence shall, upon notice given by Tenant to Landlord 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 the foregoing waiver of right of recovery is in effect, Tenant, or any other permitted occupant of the 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.

EMINENT DOMAIN

XXVII. (A) In the event that the whole of the Demised Premises shall be lawfully condemned or taken in any manner for any public or quasi-public use, this lease and the Term and estate hereby granted shall forthwith cease and terminate as of the date of vesting of title. In the event that only a part of the Demised Premises shall be so condemned or taken, then effective as of the date of vesting of title, the Rent hereunder shall be abated in an amount thereof apportioned according to the area of the Demised Premises so condemned or taken. In the event that only part of the Building shall be so condemned or taken, then (i) Landlord (whether or not the Demised Premises be affected) may, at its option, terminate this lease and the Term and estate hereby granted as of the date by such vesting of title and by notifying Tenant in writing of such termination within sixty (60) days following the date on which Landlord shall have received notice of vesting of title, and (ii) if such condemnation or taking shall be of a substantial part of the Demised Premises or a substantial part of the means of access Tenant shall have the right, by delivery of notice in writing to Landlord within sixty (60) days following the date on which Tenant shall have received notice of vesting of title, to terminate this lease and the Term and estate hereby granted as of the date of vesting of title, or (iii) if neither Landlord nor Tenant elects to terminate this lease, as aforesaid, this lease shall be and remain unaffected by such condemnation or taking, except that the Rent shall be abated to the extent, if any, hereinabove provided in this Article 28. In the event that only a part of the Demised Premises shall be so condemned or taken and this lease and the Term and estate hereby granted are not terminated as hereinbefore provided, Landlord will, at its expense, restore the remaining portion of the Demised Premises as nearly as practicable to the same condition as it was in prior to such condemnation or taking.

(B) In the event of a termination in any of the cases hereinabove provided, this lease and the Term and estate granted shall expire as of the date of such termination with the same effect as if that were the date hereinbefore set for the expiration of the Term of this lease, and the Rent hereunder shall be apportioned as of such date.

(C) In the event of any condemnation or taking hereinabove mentioned of all or part of the Building, Landlord shall be entitled to receive the entire award in the condemnation proceeding, including any award made for the value of the estate vested by this lease in Tenant, and Tenant hereby expressly assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in or to any such award or any part thereof, and Tenant shall be entitled to receive no part of such award, except that the Tenant my file a claim for any taking of nonmovable fixtures owned by Tenant and for moving expenses incurred by Tenant. It is expressly understood and agreed that the provisions of this Article 28 shall not be applicable to any condemnation or taking for governmental occupancy for a limited period.

NONLIABILITY OF LANDLORD

XXXVIII. (A) If Landlord or a successor in interest is an individual, (which term as used herein includes aggregates of individuals, such as joint ventures, general or limited partnerships of associations), such individual shall be under no personal liability with respect to any of the provisions of this lease, and if such individual hereto is in breach or default with respect to its obligations under this lease, Tenant shall look solely to the equity of such individual in the Demised Premises and/or the Building for the satisfaction of Tenant’s remedies and in no event shall Tenant attempt to secure any personal judgment against any such individuals or any partner, employee or agent of Landlord by reason of such default by Landlord.

(B) The word “Landlord” as used herein means only the owners of the landlord’s interest for the time being in the land and Building (or the owners of a lease of the Building or of the land and Building) of which the Premises form a part, and in the event of any sale of the Building and land of which the Demised Premises form a part, Landlord shall be deemed and construed without further agreement between the parties or between the parties and the purchaser of the Premises, that such purchaser has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder.

DEFAULT

XXXIV.

(A) Upon the occurrence, at any time during the Term, of any one or more of the following events (referred to as “Events of Default”):

(i) If Tenant shall default in the payment when due of any installment of Rent or in the payment when due of any additional rent, and such default shall continue for a period of five (5) days; or

(ii) 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 Rent and additional rent) and Tenant shall fail to remedy such default within ten (10) days after notice by Landlord to Tenant of such default, or if such default is of such nature that it cannot be completely remedied within said period of ten (10) days and Tenant shall not commence within said period of ten (10) days, or shall not thereafter diligently prosecute to completion, all steps necessary to remedy such default; or

(iii) If Tenant shall file a voluntary petition in bankruptcy or insolvency, or shall be adjudicated a bankrupt or become 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 code 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

(iv) 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 code or any other present or future applicable federal, state or other statute or law, such proceedings 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, 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 property pursuant to which the Demised Premises shall be taken or occupied or attempted to be taken or occupied; or

(v) 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 Landlord 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

(vi) If the Demised Premises shall become vacant, deserted or abandoned for a period of ten (10) consecutive days, or

(vii) If Tenant's interest in this lease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 21;

then, upon the occurrence at anytime prior to or during the Demised Term, of any one, or more of such Events of Default, Landlord, at any time thereafter, at Landlord's option, may 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 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 as provided in Article 32.

(B) 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 subsection (iii) and (iv) of Section 30(A), 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 Landlord from or on behalf of Tenant during the pendency of any proceeding of the types referred to in said subsections (iii) and (iv) shall be deemed paid as compensation for the use and occupation of the Demised Premises and the acceptance of such compensation by Landlord shall not be deemed an acceptance of Rent or a waiver on the part of Landlord of any rights under Section 30(A).

TERMINATION ON DEFAULT

XXX. (A) If an Event of Default shall occur, then:

(i) Landlord 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 proceeding or by any other proceeding, or by force or other means such force or other means are lawful (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

(ii) Landlord, at Landlord's option, may relet the whole or any part or parts of the Demised-Premises from time to time, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending: before, on or after the Expiration Date, at such rental or rentals and upon such other conditions, which may include concessions and free rent periods, as Landlord, in its sole discretion, may determine. Landlord 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 iability; Landlord, at Landlord's option, may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Demised Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any liability under this lease or otherwise affecting any such liability.

(B) Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does 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 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 Landlord, 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. 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, landlord 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 proceeding and other special remedies were not provided in this lease for such breach. The rights to invoke the remedies hereinbefore set forth are cumulative and shall not preclude Landlord from invoking any other remedy allowed at law or in equity.

DAMAGES

XXXI. (A) If this lease and the Demised Term shall expire and come to an end as provided in Article 30 or by or under any summary proceeding or any other action or proceeding, or if Landlord shall re-enter the Demised Premises as provided in Article 31 or by or under any summary proceedings or any other action or proceeding, then, in any of said events:

(i) Tenant shall pay to Landlord all Rent, additional rent and other charges payable under this lease by Tenant to Landlord 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 Landlord, as the case may be; and

(ii) Tenant shall also-be liable for and shall pay to Landlord, as damages, any deficiency (referred to as "Deficiency") between the Rent and additional 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 31(A) for any part of such period (first deducting from the rents collected under any such reletting all of Landlord's expenses in connection with the termination of this lease or Landlord'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 Rent. Landlord 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 Landlord's rights to collect the Deficiency for any subsequent month by a similar proceeding; and

(iii) At any time after the Demised Term shall have expired and come to an end or Landlord shall have re-entered upon the Demised Premises, as the case may be, whether or not Landlord shall have collected any monthly Deficiencies as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, as and for liquidated and agreed final damages, a sum equal to the amount by which the Rent and additional 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 Landlord-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.

(B) 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 any such reletting shall be equitably apportioned for the purposes of this Article 32. Tenant shall in no event be entitled to any rents, collected or payable under any reletting, whether or not such rents shall exceed the rent reserved in this lease. Solely for the purposes of this Article, the term "Rent" as used in Section 32(A) shall mean the 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 Landlord, as the case may be, plus any additional rent payable pursuant to the provisions of Article 11 and Article 12 for the Escalation Year (as defined in Article 11) immediately preceding such event. Nothing contained in Articles 30 and 31 of this lease shall be deemed to limit or preclude the recovery, by Landlord from Tenant of the maximum amount allowed to be obtained as damages by any statute or rule of law, or of any sums or damages to which Landlord may be entitled in addition to the damages set forth in Section 32(A).

SUMS DUE LANDLORD

XXXII. If Tenant shall default in the performance of any covenants on Tenant's part to be performed under this lease, Landlord may immediately, or at anytime thereafter, without notice to Tenant, and without thereby waiving such default, perform the same for the account of Tenant and at the expense of Tenant. If Landlord at any time is compelled to pay or elects to pay any sum of money, or do any act which will require the payment of any sum of money by reason of the failure of Tenant to comply with any provision hereof, or, if Landlord is compelled to or elects to incur any expense, including reasonable attorneys, fees, instituting, prosecuting and/or defending any action or proceeding instituted by reason of any default of Tenant hereunder, the sum or sums so paid by Landlord, with all interest, costs and damages, shall he deemed to be additional rent hereunder and shall be due from Tenant to Landlord on the first day of the month following the incurring of such respective expenses or, at Landlord's option, on the first day of any subsequent month. Any sum of money (other than the annual minimum rent due under this lease) accruing from Tenant to Landlord pursuant to any provisions of this lease, including, but not limited to, the provisions of Article 6 hereof, whether prior to or after the Rent Commencement Date, may, at Landlord's option, be deemed additional rent, and Landlord 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 Rent when due. Tenant's obligations under this Article shall survive the expiration or sooner termination of the Demised Term. In any case in which the Rent, additional rent or other charge is not paid within five (5) days of the day when same is due, Tenant shall pay a late charge equal to interest on such amount from the due date of such amount until the payment date of such amount at the rate of fifteen (15%) percent per annum, provided, however, the rate charged shal1 in no event be higher than the highest rate permitted by law. The foregoing late payment charge is intended to compensate Landlord for its additional administrative costs resulting from Tenant's failure to pay, in a timely manner and has been agreed upon by Landlord and Tenant as a reasonable estimate of the additional administrative costs that will be incurred by Landlord as a result of Tenant's failure as the actual cost in each instance is extremely difficult, if not impossible, to determine. This late payment charge, will constitute liquidated damages and will be paid to Landlord together with such unpaid amounts. The payment of this late payment charge will not constitute a waiver by Landlord of any default by Tenant under this lease.

NO WAIVER

XXXIII. No act or thing done by Landlord or Landlord's agents during the term hereby demised shall be deemed an acceptance of a surrender of said Demised Premises, and no agreement to accept such surrender shall be valid unless in writing signed by Landlord. No employee of Landlord or of Landlord's agents shall have any power to accept the keys of the Demised Premises prior to the termination of this lease. The delivery of keys to any employee of Landlord or of Landlord's agents shall not operate as a termination of this lease or a surrender of the Demised Premises. In the event Tenant shall at any time desire to have Landlord underlet the Demised Premises for Tenant's account, Landlord or Landlord’s agents are authorized to receive said keys for such purposes without releasing Tenant from any of the obligations under this lease, and Tenant hereby relieves Landlord of any liability for loss of or damage to any of Tenant's effects in connection with such underletting. The failure of Landlord to seek redress for redress for violation of, or to insist upon the strict performance of, any covenants or conditions, of this lease or any of the Rules and Regulations annexed hereto and made a part hereof or hereafter adopted by Landlord, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. The receipt by Landlord of rent with knowledge of the breach of any covenant of this lease shall not be deemed a waiver of such breach. The failure of Landlord to enforce any of their Rules and Regulations annexed hereto, and made a part hereof, or hereafter adopted, against Tenant and/or any other tenant in the Building shall not be deemed a waiver of any such Rules and Regulations. No provision of this lease shall be deemed to have been waived by Landlord, unless such waiver be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent nor shall any endorsement or statement on any check or any letter accompanying any check or payment of Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy in this lease provided.

WAIVER OF TRIAL BY JURY

XXXIV. To the extent such waiver is permitted by law, Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by Landlord 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. The provisions of the foregoing sentence shall survive the expiration or any sooner termination of the Demised Term. If Landlord commences any summary proceeding for nonpayment, Tenant agrees not to interpose any counterclaim of whatever nature or description in any such proceeding or to consolidate such proceeding with any other proceeding.

Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord's obtaining possession of the Demised Premises, by reason of the violation by Tenant of any of the covenants and conditions of this lease or otherwise.

NOTICES

XXXV. Except as otherwise expressly provided in this lease, any bills, statements, notices, demands, requests or other communications (other than bills, statements or notices given in the regular course of business) 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), addressed (A) to Tenant, to the attention of Tenant's Chief Financial Officer, (i) at Tenant’s mailing 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, or (B) to Landlord, to the attention of Landlord, to the attention of Landlord’s Managing Director, at Landlord's address set forth in this lease, together with a copy thereof delivered to New York, Attention: Vice President and Legal Counsel - Real Estate; or (C) addressed to such other address as either Landlord or Tenant may designate as its new address for such purpose by notice given to the other in accordance with the provisions of this Article. Any such bills, statements, notices, demands, requests or other communications shall be deemed to have been rendered or given on the date when it shall have been mailed as provided in this Article.

INABILITY TO PERFORM

XXXVI. 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 Landlord's reasonable control, whether or not such other cause shall be similar in nature to those hereinbefore enumerated, Landlord is unable to furnish or is delayed in furnishing any utility or service required to be furnished by Landlord under the provisions 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 Landlord'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 Landlord or its agents, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise.

INTERRUPTION OF SERVICE

XXXVII. Landlord reserves the right to stop the services of the air conditioning, elevator, escalator, plumbing, electrical or other mechanical systems or facilities in the Building when necessary by reason of accident or emergency, or for repairs, alterations or replacements, which, in the Judgment of Landlord are desirable or necessary, until such repairs alterations or replacements shall have been completed. If the Tenant is in

default in the payment of the rent or additional rent, or in the performance of any other provisions of this lease and such default continues for ten (10) days after notice by Landlord to Tenant, then Landlord reserves the right to discontinue any or all of the services to the Demised Premise during the continuance of such default. The exercise of such rights by Landlord shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant from any abatement or diminution of rent, or relieve Tenant from any of its obligations under this lease, or impose any liability upon Landlord or its or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business or otherwise.

CONDITIONS OF LANDLORD’S LIABILITY

XXXVIII. If Landlord shall be unable to give possession of the Demised

Premises on any date specified for the commencement of the term by reason of the fact that the Premises have not been sufficiently completed to make the Premises ready for occupancy, or for any other reason, Landlord shall not be subject to any liability for the failure to give possession on said date, nor shall such failure in any way affect the validity of this lease or the obligations of Tenant hereunder

TENANT'S TAKING POSSESSION

XXXIX. (A) Tenant, by entering into occupancy of the Premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, has performed all of its obligations hereunder and that the Premises were in satisfactory condition as of the date of such occupancy, unless within ten (10) days after such date Tenant shall have given written notice to Landlord specifying the respects in which the same were not in such condition. If Landlord agrees that the items listed in Tenant's list are Landlord’s responsibility, such items shall be deemed to be "Punch list Items" which Landlord shall remedy, at Landlord's expense, within thirty (30) days after its receipt of Tenant's notice.

(B) if Tenant shall use or occupy all or any part of the Demised Premises for the conduct of business prior to the date on which Landlord's Initial Construction is substantially completed, such use or occupancy shall be deemed to be under all of the terms, covenants and conditions of this lease, including the covenant to pay rent for the period from the commencement of said use or occupancy to the date on which Landlord's Initial Construction is substantially completed.

ENTIRE AGREEMENT

XL. Except for the confirmation of the dates referred to in Article 2 hereof, this lease (including the Schedules and Exhibits annexed hereto) contains the entire agreement between the parties and all prior negotiations and agreements are merged herein. Tenant hereby acknowledges that neither Landlord nor Landlord's agent or representative has made any representations or statements, or promises, upon which Tenant has relied, regarding any matter or thing relating to the Building, the land allocated to it (including the parking area) or the Demised Premises, or any other matter whatsoever, except as is expressly set forth in this lease, including, but without limiting the generality of the foregoing, any statement, representation or promise as to the fitness of the Demised Premises for any particular use the services to be rendered to the Demised Premises, or the prospective amount of any item of additional rent. No oral or written statement, representation or promise whatsoever with respect to the foregoing or any other matter made by Landlord, its agents or any broker, whether contained in an affidavit, information circular, or otherwise, shall be binding upon the Landlord unless expressly set forth in this lease. 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 obligations under this lease, unless such agreement is set forth in a written instrument 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 Landlord shall be deemed to mean the written consent of Landlord, or the written approval of Landlord, as the case may be, and no consent or approval of Landlord shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord.

DEFINITIONS

XLI. The words “re-enter", "re-entry” and "re-entered" as used in this lease are not restricted to their technical legal meanings. The term "business days" as used in this lease shall exclude Saturdays (except such portion thereof as is covered by specific hours in Article 6 hereof), Sundays and all Legal Holidays (as such term is defined in Schedule B hereof). The terms "Person" and "persons" as used in this lease shall be deemed to include natural persons, firms, corporations, partnerships, associations and any other private or public entities, whether any of the foregoing are acting on their behalf or in a representative capacity. The various terms which are defined in other Articles of this lease or are defined in Schedules or Exhibits annexed hereto, shall have the meanings specified in such other Articles, Exhibits and Schedules for all purposes of this lease and all agreements supplemental thereto, unless the context clearly indicates the contrary.

PARTNERSHIP TENANT

XLII. If Tenant is a partnership (or is comprised of two (2) or more persons, individually or as co-partners of a partnership) or if Tenant's interest in this lease shall be assigned to a partnership (or to two (2) or more persons, individually or as co-partners of a partnership) pursuant to Article 21 (any such partnership and such persons are referred to in this Section as "Partnership Tenant") the following provisions of this Section shall apply to such Partnership Tenant: (a) the liability of each of the parties comprising Partnership Tenant shall be joint and several, and (b) each of the parties comprising Partnership Tenant hereby consents in advance to, and agrees to be bound by any modifications of this lease which may hereafter be made, and by any notices, demands, requests or other communications which may hereafter be given, by Partnership Tenant or by any of the parties comprising Partnership Tenant, and (c) any bills, statements, notices, demands, requests and other communications given or rendered to Partnership Tenant or to any of the parties comprising Partnership Tenant shall be deemed given or rendered to Partnership Tenant and to all such parties and shall be binding upon Partnership Tenant and all such parties, and (d) if Partnership Tenant shall admit, new partners, all of such new partners 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 (e) Partnership Tenant shall give prompt notice to Landlord of the admission of any such new partners, and upon demand of Landlord, shall cause each such new partner to execute and deliver to Landlord an agreement in form satisfactory to Landlord, wherein each such new partner shall, assume performance of all of the terms, covenants and conditions of this lease on Tenant's part to be observed and performed (but neither Landlord's failure to request any such agreement nor the failure of any such new partner to execute or deliver any such agreement to Landlord shall vitiate the provisions of subdivision (d) of this Section).

SUCCESSORS, ASSIGNS, ETC.

XLIII. The terms, covenants, conditions and agreements contained in this lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributees, executors, administrators, successors, and, except as otherwise provided in this lease, their respective assigns.

BROKER

XLIV. Tenant represents that this lease was brought about by ______________ as broker and all negotiations with respect to this lease were conducted exclusively with said broker. Tenant agrees that if any claim is made for commissions by any other broker through or on account of any acts of Tenant, Tenant will hold Landlord free and harmless from any and all liabilities and expenses in connection therewith, including Landlord's reasonable attorney's fees.

CAPTIONS

XLV. The captions, in this lease are included only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this lease nor the intent of any provisions thereof.

NOTICE OF ACCIDENTS

XLVI. Tenant shall give notice to Landlord, promptly after Tenant learns thereof, of (i) any accident in or about the Premises, (ii) all fires and other casualties within the Premises, (iii) all damages to or defects in the Premises, including the fixtures, equipment and appurtenances thereof for the repair of which Landlord might be responsible, and (iv) all damage to or defects in any parts or appurtenances of the Building's sanitary, electrical, heating, ventilating, air conditioning, elevator and other systems located in or passing through the Premises or any part thereof.

TENANT'S AUTHORITY TO ENTER LEASE

XLVII. In the event that the Tenant hereunder is a corporation, Tenant represents that the officer or officers executing this lease have the requisite authority to do so. Tenant agrees to give Landlord written notice of any proposed change in the ownership of the majority of the, outstanding capital stock of Tenant or any change in the ownership of the majority of the assets of Tenant. Failure of Tenant to give the notice provided for in the preceding sentence shall he deemed a non-curable default by Tenant pursuant to this lease (that is, a default which has already extended beyond the applicable grace period, if any, following notice from Landlord), giving Landlord the right, at its option, to cancel and terminate this lease or to exercise any and all other remedies available to Landlord hereunder or as shall exist at law or inequity.

SECURITY DEPOSIT

XLVIII. Upon execution hereof, Tenant shall deposit with Landlord the sum of $_______as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease. Tenant hereby agrees that, in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, without limitation, the payment of Rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited, including all interest earned thereon, if any, to the extent required for the payment of any Rent and additional rent or any other sum of which Tenant is in default or, for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this lease, including, without limitation, any damages or deficiency in the re-letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. If any portion of the security is used, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security to its original amount. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security with any interest earned thereon (less a one (1%) percent administrative fee payable to Landlord, only if such security was held in an interest-bearing account) shall be returned to Tenant after the Expiration Date and after delivery by Tenant of entire possession of the Demised Premises to Landlord in strict accordance with the terms of this lease. In the event of a sale of the Building, or the land upon which the Building is situated or the leasing of the Building, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new owner or lessor for the return of said security. Tenant hereby agrees that, the provisions of this Article 49 shall apply to every transfer or assignment made of the security by Landlord to any new owner or lessor. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited, herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

FINANCIAL CONDITION

XLIX. Tenant represents that prior to the execution of this lease, it has delivered to Landlord a true, correct and complete copy of its most recent financial statement. Tenant further represents that there has been no material adverse change in the business, assets or condition (financial or otherwise) or results of operation of Tenant's business from the date of preparation of such financial statement through and including the date of execution of this lease.

From and after the Rent Commencement Date, and throughout the Term of this lease, Tenant shall deliver to Landlord, quarterly financial statements which shall be in the same form and substance as previously provided to Landlord and which shall be delivered as soon as available, but not more than forty-five (45) days after the end of each such quarter. If there shall have been any material adverse change in the financial condition of Tenant during the Term of this lease, then Landlord, at its option, may require Tenant to deliver to Landlord an additional security deposit (the "Financial Condition Security") in an amount not to exceed two months additional rent. The Financial Condition Security shall be held in accordance with the terms of Article 49 and shall be in an amount equal to the unamortized balance of any costs incurred by Landlord in connection with this lease, including, without limitation, costs of Landlord's Initial Construction, any and all brokerage commissions, abated rent and conceded rent. Tenant shall deliver such Financial Condition Security within thirty (30) days after demand therefor by Landlord. In the event Tenant shall fail to deliver the Financial Condition Security to Landlord within such thirty (30) day period, Tenant shall be in default under this lease and Landlord shall have all rights and remedies available to Landlord available hereunder, at law or in equity. If there shall have been any material adverse change in the financial condition of Tenant prior to its occupancy of the Demised Premises, then, in addition to the rights and remedies provided above, Landlord, at its option, may terminate this lease upon fifteen (15) days notice to Tenant and, thereafter, this lease shall be of no further force or effect.

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

Witness for Landlord: ________________________

_____________________ By: ________________________

Witness for Tenant: ________________________

_____________________ By: ________________________

STATE OF NEW YORK )

) ss.

COUNTY OF __________ )

On the _____ day of _________, ________, before me, the

undersigned, a Notary Public in and for said State, personally appeared ___________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________

Notary Public

SCHEDULE "A"

LANDLORD'S INITIAL CONSTRUCTION

SCHEDULE "B"

LANDLORD'S CLEANING SERVICES AND MAINTENANCE OF PREMISES

1. Landlord shall perform the following General Office Cleaning services between the hours of 6:00 p.m,. and 7:00 a.m., Monday through, Friday, of each week (with the exception of Legal Holidays [as defined in this schedule]) and said cleaning shall not be rescheduled by Tenant's overtime or extraordinary use of the building or demised premises.

a. Empty all wastepaper baskets, damp wipe ashtrays and receptacles.

b. Sweep and/or dustmop all hard surfaced flooring with mops so treated as to preserve the sheen and appearance of such flooring.

c. Carpet sweep all areas requiring same. Said areas to be vacuumed clean twice weekly; conduct spot cleaning where necessary.

d. Deposit all wastepaper from baskets in plastic bags (to be supplied by Contractor), placing same in locations as shall be designated convenient for the remove thereof. Landlord shall not be responsible for the removal of large boxes, wooden pallets or abnormal amounts of waste paper.

e. Hand dust all desks, chairs, worktables, office furniture and equipment within normal arms reach.

f. Damp dust and wipe clean all glass tops and all desks and tables, removing all finger marks and smudges from same.

g. Wipe clean of finger marks and maintain all brass and other bright work.

h. Wash and clean tops of all water coolers and fountains and floors and wall areas surrounding same.

i. Hand dust all doors and ventilation louvers located within normal arms reach.

j. Dust clean interior of all wastepaper baskets and disposal cans.

k. Dust and sweep all open closet flooring.

l. Lift, and dust under all telephones and other such lightweight desk appurtenances, dusting and replacing same in their proper locations. Telephones will be sanitized once a month.

m. Wisk brush all fabric covered furniture.

n. Instruct all employees to notify their supervisor, who in turn shall notify the proper designated representative of the building, of any irregularity found in any office during the nightly tour of office cleaning.

o. After cleaning, all electric lamps are to be extinguished, office windows closed, office doors closed and premises to be left in a neat and orderly condition.

p. Do high dus p. Do high dusting once per month.

2. The Landlord shall perform the following Porter Services and janitorial Maintenance Services in the manner and with the scheduling as set forth in the following:

a. Scour wash all public lavatory flooring, using the proper coefficient of disinfectant for same.

b. Thoroughly wash, scour clean and disinfect all basins, bowls and urinals located in all public lavatories.

c. Damp dust and wipe clean all mirrors, powder shelves and enameled surfaces located in all public lavatories.

d. Wipe clean of finger marks and maintain in a constant state of uniform brightness, all brass and other bright work located in all public lavatories.

e. Damp wipe clean all soap dispensers, receptacles, partitions, stalls and tile work within normal arms reach in all public lavatories. Said areas to be washed down at least once during the course of each weekly period.

f. Empty and clean all paper towel and sanitary disposal receptacles in all public lavatories, depositing waste from same in designated locations.

g. Refill all toilet tissue, hand soap and towel dispensers located in all public lavatories.

h. Wash all terrazzo lobby flooring. Same to be machine scrubbed a minimum of once during the course of each monthly period.

i. Hand dust all lobby marble, stone work and fixtures within normal arms reach.

j. Dustmop and/or vacuum all public corridors as situated throughout the entire building.

k. Thoroughly wash, wax and machine polish and/or refinish all public corridors as situated throughout the entire building twice during the course of each weekly period. (Full floor tenants responsible for floor maintenance of their entire floor; Landlord is not responsible for the maintenance of any elevator corridors or aisles).

l. Thoroughly wash, wax and machine, polish and/or refinish all flooring as, situated within the two elevator cabs.

m. Hand dust and clean all vertical surfaces located within the two elevator cabs.

n. Dust clean exterior of overhead lighting fixtures. Wash clean both inside and outside of all the lighting fixtures, fluorescent and incandescent, situated in the core space of the building; once during the course of each yearly period.

o. Dust clean all overhead pipes, ventilating louvers, air conditioning louvers and dust high moldings and other high areas and surfaces situated on all floors of the building and not reached during the regularly scheduled tours of nightly cleaning twice during the course of each yearly period.

p. Damp mop all stairways and landings, dusting down all handrails, stairway doors and frames, fire hoses, standpipe nozzles and racks located in two sets of stairways once during the course of each weekly period.

q. Clean and polish saddles and entrance hardware in public areas once a month.

r. All of the foregoing porter and janitorial maintenance services are to be rendered nightly, from Monday through Friday of each week (excluding Legal Holidays), between the hours of 6:00 p.m. and 7:00 a.m., unless otherwise scheduled.

S. Pick-up trash in the parking areas of the building as required.

3. Interior and exterior window cleaning shall be performed once every four months (three times a year).

4. No cleaning services shall be rendered on any legal holiday or union holiday(collectively, "Legal Holidays"), including, without limitation, the uniformly observed day of each of those listed below:

New Year's Day

Martin Luther King, Jr. Day

Presidents Day

Good Friday

Memorial Day

Independence Day

Labor Day

Thanksgiving Day

Christmas Day

SCHEDULE "C"

1. Landlord shall provide at the rates hereinafter set forth and Tenant shall purchase from Landlord "energy service” for Tenant's requirements. There shall be the following categories of energy service:

A) NORMAL SERVICE: NORMAL SERVICE, is energy consumed during WORKING HOURS as defined in Article 6 whose power demands do not exceed 4 watts per square foot of the Demised Premises per WORKING HOUR ("TENANT'S ALLOWABLE USE"). Of this amount, two watts are allocated to Landlord supplied lighting and two watts are allocated for Tenant's usual office equipment.

B) EXCESS SERVICE: EXCESS SERVICE is energy demanded, regardless of hours, in excess of TENANT’S ALLOWABLE USE.

C) OVERTIME SERVICE: OVERTIME SERVICE is energy consumed at all other hours than WORKING HOURS ("OVERTIME HOURS"). For the purpose of OVERTIME SERVICE, the Demised, Premises may be separated into zones of use. The minimum practical size of these zones is 2500 square feet.

2. Charges for NORMAL SERVICE: The charge for NORMAL SERVICE is payable at the rate of $2.75 per annum per square foot of the Demised Premises and is subject to escalation as hereinafter provided. Tenant acknowledges and agrees that such base charge, and any increases therein as set forth herein, shall not he contestable by Tenant. The charge for NORMAL SERVICE is included in the monthly rent set forth in Article 3. Any escalation shall be payable as additional rent.

3. Charges for OVERTIME SERVICE: Subject to escalation as hereinafter provided, Landlord's monthly charge for Tenant's OVERTIME SERVICE, payable in addition to any additional charges for NORMAL SERVICE and EXCESS SERVICE if applicable, shall be derived as follows:

A) OVERTIME SERVICE: An amount equal to the number of OVERTIME HOURS in the month multiplied by an amount reasonably determined by Landlord (taking into account the square footage of zones in use and the cost and expense incurred by Landlord in providing OVERTIME SERVICE and Tenant's use of the common facilities of the Building outside of WORKING HOURS).

B) OVERTIME charges shall be increased by the same percentage the EXCESS SERVICE (if applicable) exceeds TENANT'S ALLOWABLE USE for NORMAL SERVICE.

C) TWENTY-FOUR HOUR SERVICE: Any energy use in the Tenant's space which is outside of NORMAL SERVICE and OVERTIME SERVICE shall be charged at an amount equal to the Tenant metered KWH usage at Landlord's cost plus $0.015 per KWH for equipment maintenance and life cycle cost. In the event Tenant does not use Twenty Four Hour Service, Tenant shall not be charged the amounts set forth in this paragraph 3(C). Low wattage accessory equipment, such as refrigerator, water cooler, answering machine, and electric key telephone system (up to 2 amps or 240 watts) shall be provided with 24 hour energy services, Without charge, provided Tenant limits its request to three. (3) such outlets within the Demised Premises and the information, as to location, is provided prior to construction of the space.

These amounts shall be billed at least once every three months and shall be payable during the month in which billed as additional rent.

4. Charges for EXCESS SERVICE: The Landlord's monthly charges for Tenant's EXCESS SERVICE payable in addition to any charges for NORMAL SERVICE, OVERTIME SERVICE, and TWENTY-FOUR HOUR SERVICE, if applicable, shall be an amount derived as follows: The excess above TENANT'S ALLOWABLE USE shall be charged to Tenant at the rate of $0.69 per square foot per year, for each excess watt (or part thereof, computed and adjusted to the nearest 100th). Tenant covenants that at all times its use of electric current shall never exceed the capacity of existing feeders to the Building or the risers or wiring installation therein. In addition, Tenant shall make no substantial alterations or additions to the initial lighting, electrical appliances or office equipment used in the Demised Premises without first obtaining written consent from Landlord in each instance.

5. Escalation of Charges for NORMAL SERVICE, EXCESS SERVICE, OVERTIME SERVICE and TWENTY-FOUR HOUR SERVICE: The rates referred to in this Schedule "C" are based upon current rates promulgated by the utility company during the month prior to the "Rent Commencement Date". All of the rates, fuel and adjustment costs, state and local governm1ent. taxes, and all other component parts of the utility company charges referred to in this Schedule "C" are subject to increase to reflect changes in rate or classification or other component parts of the bill employed by the utility company providing services to the Building. Tenant agrees to pay such increase in utility company charges. Landlord shall give due notice to Tenant of any such increase or change in charge. Tenant shall not be or become entitled to a reduction in rent, additional rent or to other reimbursement in the event it uses less energy than is contemplated by this Schedule "C".

6. Landlord's energy management system will be conclusive evidence of the computation of NORMAL SERVICE, EXCESS SERVICE, OVERTIME SERVICE and TWENTY-FOUR HOUR SERVICE. However, Landlord hereby reserves to itself the right, from time to time, to use a reputable electric engineering company (the "Engineer") to make a survey of Tenant's energy usage requirements to determine whether the TENANT'S ALLOWABLE USE limitation has been exceeded and, if so, to what extent. If these surveys indicate at the time that the cost to Landlord by reason thereof, computed on an annual basis at rates which would be charged by a public utility company servicing the Building for such purposes, is in excess of the initial cost similarly computed, then the additional rent provided for in this Schedule shall be increased as provided for herein, commencing with the first day of the month immediately following the computation of such survey and the submission of a copy thereof to Tenant.

7. Landlord shall have full and unrestricted access to all air-conditioning and heating equipment, and to all other utility installations servicing the Building and the Demised Premises. Landlord reserves the right temporarily to interrupt, curtail, stop or suspend air-conditioning and heating service, and all other utilities, or other services, because of Landlord's inability to obtain, or difficulty or delay in obtaining, labor or materials necessary therefor, or in order to comply with governmental restrictions in connection therewith, or for any other cause beyond Landlord's reasonable control. No diminution or abatement of Rent, additional rent, other compensation shall be granted to Tenant, nor shall this Lease or any of the obligations of Tenant hereunder be affected or reduced by reason of such interruptions, stoppages or curtailments, the causes of which are hereinabove enumerated, nor shall the same give rise to a claim in Tenant's favor that such failure constitutes actual or constructive, total or partial, eviction from the Demised Premises, unless such interruptions, stoppages or curtailments have been due to the arbitrary, willful or negligent act, or failure to act, of Landlord or its agents.

8. Telephone and data wiring service shall be the responsibility of Tenant. Tenant shall make all arrangements for communication service with the company supplying said service, including the deposit requirement for the furnishing of service. Landlord shall not be responsible for any delays occasioned by failure of the communication company to furnish service.

9. At Landlord's option, it shall furnish and install all lighting tubes, bulbs and ballasts used in the Premises and Tenant shall pay Landlord's reasonable charges therefor, on demand, as additional rent.

10. If the Building is not currently serviced by a computerized energy management system, Landlord reserves the right to install such a system in the Building and the Demised Premises in order to measure Tenant's consumption of electric current and HVAC service in the Premises after WORKING HOURS. Such energy management system may cut off or curtail overhead lighting and HVAC service within the Demised Premises at the end of WORKING HOURS but such electric current and HVAC service may be restored, at Tenant's election, by a means which shall record Tenant's use of electric current and HVAC service after WORKING HOURS. The hours of usage recorded by such energy management system shall be conclusive evidence of Tenant’s occupancy of the Premises after WORKING HOURS and shall be used to determine the amount Tenant shall pay for OVERTIME SERVICE pursuant to Section 3(A) of this schedule.

SCHEDULE "D"

1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by any tenant or used for any purpose other than for ingress to and egress from the Demised Premises and for delivery of merchandise and equipment in a prompt and efficient manner using elevators and passageways designated for such delivery by Landlord. There shall not be used in any space, or in the public hall of the building, either by any tenant or by jobbers or others in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards.

2. The water and wash closets and plumbing fixtures shall not be used for any purposes other than those for which they were designed or constructed and no sweepings, rubbish, rags, acids or other substances shall be deposited therein, and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by the Tenant who or whose clerks, agents, employees or visitors, shall have caused it.

3. No Tenant shall sweep or throw or permit to be swept or thrown from the Premises any dirt or other substances into any of the corridors or halls, elevators, or out of the doors or windows or stairways of the building, and the Tenant shall not use, keep or permit to be used or kept any coffee machine, vending machine, burner, microwave oven, refrigerator or oven, food or noxious gas or substance in the Demised Premises, or permit or suffer the Demised Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be kept in or about the Building. Smoking or carrying lighted cigars or cigarettes in the Building is prohibited.

4. No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of the Landlord.

5. No sign, advertisement, notice or other lettering and/or window treatment shall be exhibited, inscribed, painted or affixed by any Tenant on any part of the outside of the Demised Premises or the Building or on the inside of the Demised Premises if the same is visible from the outside of the Demised Premises without the prior written consent of the Landlord. In the event of the violation of the foregoing by any Tenant, Landlord may remove same without any liability, and may charge the expense incurred by such removal to Tenant or Tenants violating this rule. Interior signs on doors and directory tables shall be inscribed, painted or affixed for each Tenant by Landlord at the expense of such Tenant, and shall be of a size, color and style acceptable to Landlord.

6. No Tenant shall mark, paint, drill into, or in any way deface any part of the Demised Premises or the Building of which they form a part. No boring, cutting or stringing of wires shall be permitted, except with the prior written consent of Landlord, and as Landlord may direct. No tenant shall lay linoleum or other similar floor covering so that the same shall come in direct contact with the floor of the Demised Premises and, if linoleum or other similar floor covering is desired to be used, an interlining of builder's deadening felt shall be first affixed to the floor, by a paste or other water soluble material, the use of cement or other similar adhesive material being expressly prohibited.

7. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any Tenant, nor shall any changes be made in existing locks or in the mechanisms thereof. Each Tenant must, upon the termination of his tenancy, restore to Landlord all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by, such Tenant, and in the event of the loss of any keys, so furnished, such Tenant shall pay to Landlord the cost thereof.

8. Freight, furniture, business equipment, merchandise and bulky matter of any description shall be delivered to and removed from the Premises only through the service entrances and corridors, and only during hours and in a manner approved by Landlord. Landlord 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 these Rules and Regulations or the lease of which these Rules and Regulations are a part.

9. Canvassing, soliciting and peddling in the building is prohibited and each Tenant shall cooperate to prevent the same.

10. Landlord reserves the right to exclude from the building between the hours of 6:00 P.M. and 8:00 A.M. and at all hours on Sundays and legal holidays, all persons who do not present a pass to the building signed by Landlord. Landlord will furnish passes to persons for whom any Tenant requires same in writing. Each Tenant shall be responsible for all persons for whom he requires such a pass and shall be liable to Landlord for all acts of such persons.

11. Landlord shall have the right to prohibit any advertising by any Tenant which, in Landlord’s opinion, tends to impair the reputation of the Building or its desirability as an office building, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

12. Tenant shall not bring or permit to be brought or kept in or on the Premises, any inflammable, combustible, hazardous or explosive fluid, material, chemical or substance, or cause or permit any odors of cooking or other processes, or any unusual or other objectionable odors, to permeate in or emanate from the Premises.

13. Tenant agrees to keep all entry doors closed at all times and to abide by all rules and regulations issued by the Landlord with respect to such services.

EXHIBIT 1

CONCEPT PLAN

EXPANSION/RELOCATION OPTION

51. (A) Provided Tenant has complied with all of the terms, covenants and conditions of this lease and is not then in default of its obligations hereunder, Tenant shall have the option of requiring Landlord to use commercially reasonable efforts to accommodate Tenant’s need to occupy a total of approximately ______ rentable square feet of contiguous space commencing on or about the first day of the ___________ (____th) Lease Year. Tenant shall exercise this option, if at all, through delivery of written notice to Landlord made no later than the date which is six (6) months prior to the expiration of the _________ (____th) Lease Year.

(B) If Tenant exercises this option and Landlord is able to make available for lease by Tenant approximately _____ rentable square feet of additional space located adjacent to the existing Demised Premises, then Tenant shall lease from Landlord such additional, adjacent space (the “Adjacent Space”) effective on or about the commencement of the __________ (____th) Lease Year. The leasing by Tenant of such Adjacent Space shall be under all of the same terms, covenants and conditions in this lease contained, except that (i) the definition of the term “Demised Premises” shall be expanded to include such Adjacent Space; (ii) the Rent attributable to the Adjacent Space shall be set at the then current fair market value for such space; (iii) adjustments will be made to all other lease terms which are dependent upon the size of the Demised Premises (e.g., “Tenant’s Proportionate Share”); and (iv) Tenant shall have no further Expansion/Relocation Option under this lease. At the time of such expansion, landlord and Tenant shall enter into an amendment of this lease which reflects the aforementioned changes and modifications and any other changes or modifications mutually acceptable to Landlord and Tenant.

(C) If Tenant exercises this option but Landlord is unable to accommodate Tenant’s need for additional space by making available additional space located adjacent to the Demised Premises, then Landlord shall use commercially reasonable efforts to relocate Tenant into another demised premises in the Building; which relocation space shall contain approximately _____ rentable square feet of contiguous space (“Relocation Space”). In the event Tenant is to lease such Relocation Space from Landlord, then, effective on or about the commencement of the _____________ (_____th_ Lease Year hereunder, Landlord and Tenant shall enter into a new lease for the Relocation Space. Effective as of the rent commencement date under such new lease, Tenant shall surrender this lease and the Demised Premises to Landlord (in the condition required under Article 17 hereof) and this lease shall terminate without further liability or obligation of the parties (except for liabilities or obligations previously accrued but unsatisfied. The new lease for the Relocation Space shall contain substantially of the terms, covenants and conditions in this lease contained, except that (i) the definition of the term “Demised Premises” shall refer to the Relocation Space only; (ii) the Rent for the Relocation Space shall be set at the then current fair market value for such space; (iii) adjustments will be made to all other lease terms which are dependent upon the size of the Demised Premises (e.g., “Tenant’s Proportionate Share”); (iv) Tenant shall have no Expansion/Relocation Option under the new lease; and (v) the Term of the new lease shall be for a term of five (5) years (unless otherwise mutually agreed to by the parties).

(D) In the event Landlord is unable, after use of commercially reasonable efforts, to make available Adjacent Space or Relocation Space, then this lease shall continue unaffected in accordance with its terms.

(E) The provisions of this Article _____ shall be applicable only where _______ remains the Tenant and occupant of the entire Demised Premises at the time of the expansion or relocation, as the case may be.