STANDARD
      OFFICE/LOFT LEASE FORM

    


    Agreement
      of Lease, made
      as
      of this 1st
      day of
      September, in the year 2007, by and between WASHINGTON
      GROUP L.L.C.,
      a
      limited liability company, and 30
      MAIN LLC,
      a
      limited liability company, as tenants in common, each having a mailing address
      c/o Two Trees Management Co. LLC, 45 Main Street, Suite 602, Brooklyn, New
      York
      11201, collectively as landlord, (collectively “Landlord”), and
      FUTURE NOW, INC.,
      a
      Delaware corporation, doing business in the State of New York as Future
      Now Group,
      having
      an address of 246 Creamer Street, 2nd
      Floor,
      Brooklyn, New York 11235, as tenant (“Tenant”).

    


    Witnesseth:
      Landlord
      hereby leases to Tenant and Tenant hereby leases from Landlord certain premises
      known as Suite 419 on the fourth (4th)
      floor
      of that certain building (the “Building”) known as 55
      Washington Street in the Borough of Brooklyn, County of Kings and City and
      State
      of New York (which premises are herein the “demised premises” and are located in
      the approximate location of said floor shown on the drawing designated
Exhibit
      A
      attached
      hereto and hereby made a part hereof) at the rents provided herein for a
      term (the
      “Term”) of three (3) years (unless such term shall sooner cease, terminate or
      expire as hereinafter provided). The Term shall commence on December
      15, 2007 (the “Commencement Date”), and end on December 14, 2010 (the
“Expiration Date”), both dates inclusive.

    


    The
      parties hereto, for themselves, their heirs, distributees, executors,
      administrators, legal representatives, successors and assigns, hereby covenant
      and agree as follows:


    Use:
      1. The
      demised premises shall be used by Tenant, subject to the terms of this Lease,
      solely as and for executive and administrative offices for a company that
      provides consulting services regarding the internet, marketing, software
      development and product licensing, and provides seminars in locations for people
      to attend in places other than the demised premises and edits and writes
      material for publishing and distribution in places other than the demised
      premises, and for no other purposes. Tenant shall not suffer or permit the
      demised premises or the Building or any part of either to be used in any manner,
      nor suffer or permit anything to be done therein or anything to be brought
      into
      or kept therein, which, in the judgment of Landlord, shall in any way: impair
      the character, reputation or appearance of the Building as a high quality office
      building, impair or interfere with any of the Building’s services or the proper
      and economic heating, cleaning, air conditioning, ventilating or other servicing
      of the Building or the demised premises, impair or interfere with the use of
      any
      part of the Building, or cause discomfort, inconvenience or annoyance to any
      of
      the other tenants or occupants of the Building. Tenant shall not use nor permit
      the use of the demised premises or the Building or any part of either in
      violation of the certificate of occupancy for the demised premises or the
      Building, if any, or any ground or underlying lease for the Building and/or
      the
      land of which the demised premises form a part, if any. 

     

    Notwithstanding
      anything to the contrary contained herein, Tenant shall not use or permit all
      or
      any part of the demised premises to be used for any of the following: (1)
      overnight stays or residential use of any kind (and Tenant hereby agrees to
      provide Landlord following request made therefor with such documentation as
      Landlord requests which proves that Tenant is not residing at or living in
      the
      demised premises, including, without limitation, paperwork filed with the
      Internal Revenue Service, utility bills, and/or a copy of a residential lease);
      (2) retail sale of any goods that involves the presence of the general public
      in
      the demised premises; (3) real estate brokerage or property management; (4)
      an
      employment, personnel or executive search agency; (5) any health care,
      rehabilitation, massage, clinic, counseling or exercise facility of any kind,
      including, but not limited to, a medical or dental office; (6) any foreign
      or
      domestic government or any subdivision, agency, department, or instrumentality
      thereof, including, without limitation, any foreign, federal, state or local
      governmental or quasi-governmental body, agency or department, or any other
      authority or entity that is affiliated therewith or controlled thereby, or
      any
      person, group or entity that enjoys diplomatic, sovereign or any other form
      of
      immunity from civil or criminal process; (7) any political, labor,
      not-for-profit, religious, charitable, eleemosynary, school or educational
      entity, or any other similar type of organization; (8) the sale or distribution
      of any goods, services or merchandise not expressly permitted by the terms
      of
      this Lease; (9) the live performance of any form of entertainment, including,
      but not limited to, singing and/or the playing of any musical instrument of
      any
      kind in any manner whatsoever at any time, without regard to whether or not
      admission is charged for any live vocal or musical performance; (10) cooking,
      other than the warming of prepared foods for employee’s lunches and snacks in a
      small microwave oven; (11) a messenger service; (12) banking, cash machine,
      check cashing and the like; (13) a recording studio; (14) sale, display or
      distribution of lewd or pornographic materials, alcohol, tobacco products or
      firearms of any kind; (15) the manufacture of any product; (16) any activity
      which involves the storage, use or generation of medical waste, corrosive or
      toxic solids, liquids or gasses and/or any hazardous materials; and (17) any
      occupancy or use which makes excessive demands on the Building’s services or
      facilities beyond what is ordinary, typical and usual for typical office tenants
      in the Building. 

     

    Base
      Rent:
      2.
      Tenant shall pay Landlord during the Term hereof “annual base rent” (the minimum
      rent due and payable under this Lease) without prior demand, offset or deduction
      at the rates set forth below (dates inclusive):

    

      
        	
                Dates

              	 	
                annual
                  base rent

              	 	
                monthly
                  installment

              	 
	
                12/15/07
                  to 12/14/08

              	 	
                $

              	
                75,264.00

              	 	
                $

              	
                6,272.00

              	 
	
                12/15/08
                  to 12/14/09

              	 	
                $

              	
                77,521.92

              	 	
                $

              	
                6,460.16

              	 
	
                12/15/09
                  to 12/14/10

              	 	
                $

              	
                79,847.58

              	 	
                $

              	
                6,653.97

              	 


      

    

     

    Provided
      Tenant is not in default under its obligations under this Lease on January
      1,
      2008, and February 1, 2008, Tenant shall be entitled to a rent credit in the
      sum
      of $12,544.00 which shall be applied by Landlord in equal installments of
      $6,272.00 against the monthly installments of the annual base rent payable
      under
      this Lease with respect to January, 2008 and February, 2008. In no event shall
      the rent credit payable under this paragraph exceed $12,544.00. Notwithstanding
      the foregoing, if, prior to the Expiration Date (as the same may be amended
      from
      time to time), the demised premises are surrendered by Tenant or if Landlord
      obtains possession of the demised premises prior to the Expiration Date due
      to
      default(s) by Tenant under this Lease, then, in either case, Tenant shall
      immediately pay Landlord $12,544.00 as additional rent hereunder and such
      payment obligation shall expressly survive the expiration or termination of
      this
      Lease. 

     

    Annual
      base rent shall be paid in monthly installments in advance on the first day
      of
      each month during the Term hereof, except that Tenant shall pay the first
      monthly installment thereof in advance on the execution hereof by certified
      check. Unless and until otherwise designated by Landlord in writing, all annual
      base rent and additional rent payable under this Lease shall be paid to
“TTMC
      as Nominee for 45-55 Washington St.”,
      c/o
      Two Trees Management, 45 Main Street, Suite 601, Brooklyn, New York 11201.
      Monthly installments of annual base rent payable for a partial month shall
      be
      prorated on a per diem basis based upon the number of days in the relevant
      month. All taxes, charges, costs, expenses and sums other than annual base
      rent
      payable by Tenant hereunder are deemed additional rent. Tenant shall pay annual
      base rent and additional rent as provided in this Lease in lawful money of
      the
      United States, which shall be legal tender in payment of all debts and dues,
      public and private at the time of payment, at the office of Landlord or such
      other place as Landlord may designate, without any set-off or deduction
      whatsoever. Any delay or failure of Landlord or its agent to prepare and deliver
      any bill, statement or invoice shall not constitute a waiver of the right to
      collect any payment that may have become due during the term of this Lease,
      including, without limitation, retroactive payments for any and all amounts
      unbilled. If no date shall be set forth herein for the payment of additional
      rent, then such sum shall be due and payable within ten (10) days after the
      date
      upon which Landlord demands such payment. If additional rent is not paid when
      due, Landlord shall have all the rights and remedies with respect to the
      collection of the same and the enforcement of the Tenant’s obligation to pay the
      same as in this Lease provided, and such rights and remedies as are available
      at
      law, equity or otherwise, in the case of non-payment of annual base rent.
      Although this Article is intended to facilitate the collection rights and
      remedies of Landlord under this Lease, it is not intended to alter the principle
      of reimbursable items by Tenant to Landlord, which reimbursable items shall
      in
      no event be deemed “income” to Landlord under any provisions of relevant tax
      law, or otherwise. If any out of state check of Tenant is dishonored, all
      subsequent checks shall be either certified checks or a check drawn upon a
      New
      York City Bank that is a member of the New York Clearing House Association
      (or
      its successor). 

     

    
      
        Please
          Initial: Landlord _____ Tenant _____

        
        

      

      
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    Security
      Deposit:
      3.
      Tenant has deposited with Landlord the sum of $33,369.85
      as
      security for the faithful performance and observance by Tenant of the terms,
      provisions and conditions of this Lease. It is agreed that Landlord may use,
      apply or retain the whole or any part of the security so deposited to the extent
      required for the payment of any amount payable hereunder as to which Tenant
      is
      in default under this Lease, 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, but not limited to,
      any damages or deficiency in the re-letting of the demised premises, whether
      such damages or deficiency accrued before or after summary proceedings or
      re-entry by Landlord. If Landlord uses, applies or retains any part or all
      of
      said security, as permitted hereunder, Tenant shall within five (5) days
      following demand, deposit with Landlord such amount as is necessary to restore
      the security to the amount Tenant is required to deposit with Landlord under
      this Article. If Tenant shall fully and faithfully comply with all of the terms,
      provisions, covenants and conditions of this Lease, the security Landlord is
      then holding shall be returned to Tenant after the date fixed as the end of
      the
      term hereof and after delivery of possession of the demised premises to
      Landlord. If the Building is sold or leased, Landlord shall have the right
      to
      transfer the security to the purchaser or lessee for the benefit of Tenant
      and
      Landlord, after giving notice to Tenant, shall be deemed released by Tenant
      from
      all liability for the return of such security and Tenant shall look solely
      to
      the new owner or lessee for the return thereof. 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. 

     

    Real
      Estate Taxes:
      4. If
      the “Real Estate Taxes” (hereinafter defined) in any twelve (12) month period
      commencing July 1st
      and
      ending the following June 30th
      (dates
      inclusive) occurring, in whole or in part, during the term hereof (any such
      July
      to June twelve month period being herein a “Tax Year”) exceed the amount of the
      Real Estate Taxes, as finally determined, for the Tax Year commencing July
      1,
      2007 and ending on June 30, 2008 (the “Base Tax Year”), then Tenant agrees to
      pay Landlord 0.931% (“Tenant’s Percentage”) of the difference between such
      amounts (the “Tax Escalation Payment”) within ten (10) days after demand made
      therefor as additional rent. Tenant’s Tax Escalation Payment shall be prorated
      for any Tax Year during the Term which does not consist of twelve (12) full
      calendar months. Landlord shall have the right, but not the obligation, to
      bill
      Tenant in one or more installments for the amounts payable under this Article.
      Tenant’s obligation to pay additional rent under this Article shall survive the
      termination of this Lease and Tenant shall pay all amounts payable under this
      Article notwithstanding the fact that an invoice is sent after the Expiration
      Date or sooner termination of the Term hereof.

     

    “Real
      Estate Taxes” shall mean, for the purposes of this Lease, all taxes, assessments
      and impositions (general or special, foreseen or unforeseen, ordinary or
      extraordinary) levied, assessed or imposed (including, but not limited to,
      real
      property taxes and any building improvement district charges and assessments)
      by
      federal, state or local governments and their political subdivisions upon all
      or
      part of the improvements and land of which the demised premises forms a part,
      including the Building, and any sidewalks, curbs, plazas, air rights and the
      like appurtenant to them (the land, improvements and appurtenances collectively
      being the “Real Property”), but shall exclude any transfer, income, inheritance
      or gift taxes and any tax that does not relate to the Real Property. If, for
      any
      reason whatsoever, a new tax, charge or assessment of any type, including,
      without limitation, a real estate tax, franchise, income, school, capital,
      or
      use and occupancy tax, shall be assessed, confirmed, imposed or levied against
      Landlord and/or all or any part of the Real Property in addition to, or in
      substitution in whole or in part for, any tax which would constitute “Real
      Estate Taxes”, then such tax or imposition shall be deemed to be included within
      the term “Real Estate Taxes”. If Landlord incurs any expenses (including, but
      not limited to, reasonable attorneys’ fees) in its efforts to reduce or minimize
      the Real Estate Taxes and/or the assessed valuation of the Real Property, any
      and all such expenses shall be added to, and made a part of Real Estate Taxes.
      If the Real Estate Taxes for any Tax Year during the term hereof, including
      the
      Base Tax Year, shall be adjusted, corrected or reduced, then all of the Tax
      Escalation Payments payable hereunder shall be recalculated using the revised
      Real Estate Taxes and Landlord shall credit or refund to Tenant any excess
      amount paid by Tenant and Tenant shall pay Landlord any amounts due hereunder
      within ten (10) days following demand. Tenant shall have no right to institute
      or participate in any real estate tax proceedings relating in whole or in part
      to the Real Property, it being understood that the commencement, maintenance,
      settlement or conduct thereof shall be in the sole discretion of Landlord.
      Tenant shall be liable for all taxes on or against property and trade fixtures
      and equipment placed by Tenant in or about the demised premises, and all taxes
      on Tenant’s right to occupy the demised premises. If any such taxes are levied
      against Landlord or Landlord’s property, and if Landlord pays same, or if the
      assessed valuation of Landlord’s property is increased by the inclusion therein
      of a value placed upon such property, and if the Landlord pays the taxes based
      on such increased assessment, Tenant, upon demand, shall repay to Landlord
      the
      taxes so paid by Landlord or the portion of such taxes resulting from such
      increase in assessment. 

     

    Electricity:
      5.
      Tenant shall pay for all electric current furnished to and/or consumed in the
      demised premises. Electric current is provided to the demised premises as
      specified in the rider attached to this Lease. Tenant agrees that at all times
      its use of electric current shall not exceed the capacity of the Building’s
      existing feeders, risers or wiring installation, and Tenant may not use any
      equipment which, in Landlord’s reasonable opinion, will overload such feeders,
      risers or installations or interfere with the businesses of other tenants or
      occupants of the Building. Landlord shall not be liable or responsible to Tenant
      for any loss, damages or expenses which Tenant may sustain as a result of any
      change in the character of electric service provided to the demised premises.
      

     

    Utilities
      & Other Services:
      6.
      Unless expressly provided elsewhere in this Lease to the contrary, Tenant shall
      pay for any and all utility services furnished to and/or consumed in the demised
      premises at any time during the Term. As used herein, “utility services” shall
      include, but not be limited to, energy charges, any internet access fees, cable
      company services, and local and long distance wired and wireless telephone
      charges for voice and/or data. Such obligation shall expressly survive the
      expiration or termination of this Lease. Tenant shall indemnify, defend and
      hold
      Landlord harmless from and against any liability of Landlord for Tenant’s
      failure to timely pay for utility services furnished to and/or consumed in
      the
      demised premises during the Term. Tenant shall pay for cleaning services, trash
      collection and air-conditioning as provided in the rider attached hereto.


     

    Building
      Services:
      7.
      Landlord shall: (a) provide passenger elevator service twenty-four hours a
      day,
      seven days a week; (b) provide freight elevator service only on regular business
      days between the hours of 8 a.m. and 4 p.m.; (c) furnish heat, on business
      days
      between the calendar months of November 1st
      and
      April 30th
      from 8
      a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m. and other services which
      Landlord has expressly agreed to supply, if any, to the demised premises, when
      and as required by law; and (d) clean the public halls and public portions
      of
      the Building which are used in common by the Building’s tenants. Landlord
      reserves the right to stop the aforesaid services when necessary, by reason
      of
      accident or emergency or for repairs, alterations, replacements or improvements.
      

     

    As
      Is:
      8.
      Tenant acknowledges that Landlord has afforded Tenant the opportunity for a
      full
      and complete investigation, examination and inspection of the demised premises
      and the Building and Tenant has examined and has made a complete inspection
      of
      the same and is familiar with the physical condition thereof and agrees to
      accept the demised premises and the Building in “as is” condition subject to all
      violations, whether or not of record, except as may be expressly set forth
      in
      the rider hereof to the contrary. Landlord has not made and does not make any
      representation as to the physical condition or any other matter affecting or
      relating to the demised premises and the Building, except as specifically set
      forth in this Lease and Tenant specifically acknowledges that no such
      representation has been made. No rights, easements or licenses are acquired
      by
      Tenant by implication or otherwise except as expressly set forth in the
      provisions of this Lease. If one or more governmental licenses or permits shall
      be required for the proper and lawful conduct of Tenant’s business in the
      demised premises, Tenant shall be responsible for, and shall procure and
      maintain, such license or permit. 

     

    
      
        Please
          Initial: Landlord _____ Tenant _____

        
        

      

      
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    Failure
      to Give Possession:
      9. If
      Landlord is unable to deliver possession of all or part of the demised premises
      to Tenant on the Commencement Date hereof because of any reason whatsoever,
      including, without limitation, the holding-over or failure to surrender
      possession by any tenant, subtenant or occupant, construction or work in the
      Building or in all or part of the demised premises, or the failure to obtain
      a
      certificate of occupancy, then Landlord shall not, in any such event, be subject
      to any liability for failure to give possession on said date and the validity
      of
      this Lease shall not be impaired under such circumstances, nor shall the same
      be
      construed to extend the term of this Lease, but the annual base rent payable
      hereunder shall abate equitably according to that part of the demised premises
      which has not been delivered (provided Tenant is not responsible for Landlord’s
      inability to deliver possession of the demised premises to Tenant or complete
      any work) until Landlord delivers to Tenant possession of all of the demised
      premises. If Tenant is given possession of all or part of the demised premises
      or any other premises prior to the Commencement Date hereof, Tenant covenants
      and agrees that such possession and occupancy shall be deemed to be under all
      the terms, covenants, conditions and provisions of this Lease, except the
      obligation to pay annual base rent. The provisions of this article are intended
      to constitute “an express provision to the contrary” within the meaning of
§223-a of the New York Real Property Law.

     

    Alterations:
      10.
      Tenant shall make no changes in or to the demised premises of any nature without
      Landlord’s prior written consent. Landlord’s prior written consent shall not be
      unreasonably withheld or delayed if Tenant wants to paint all or any portion
      of
      the demised premises any color other than black and make other similar cosmetic
      minor non-structural interior changes which do not require permit(s) from any
      governmental authority and do not affect the quality or structure of the demised
      premises’ floor slab and do not affect any system serving the demised premises
      and/or the Building, provided Tenant complies with all of the conditions,
      provisions and covenants of this Lease and provided Tenant pays Landlord at
      the
      end of term of this Lease upon demand the amount it will cost Landlord to
      restore the demised premises to the condition the demised premises were in
      as of
      the Commencement Date; except that if Tenant extends to the ceiling with
      sheetrock the interior walls that are within the demised premises as of October
      1, 2007 and Tenant shall make no other changes to said walls, then at the end
      of
      the term of this Lease Tenant shall not be obligated to pay Landlord the cost
      to
      remove said sheetrock extensions to the ceiling. Tenant’s obligation to pay
      Landlord to restore the demised premises shall expressly survive the expiration
      and/or termination of this Lease. In no event, however, shall Tenant install
      or
      permit the installation of any art in the demised premises that an artist could
      prevent the removal of pursuant to a governmental or court law, code, rule,
      regulation or order. In no event shall Landlord be required to consent to any
      Tenant Changes that would adversely affect the structure of the Building, the
      exterior thereof, any part of the Building outside of the demised premises
      or
      the mechanical, electrical, heating, ventilation, air-conditioning, sanitary,
      plumbing or other service systems and facilities of the Building. Tenant shall,
      at its expense, before making any alterations, additions, installations or
      improvements: (a) obtain and promptly deliver to Landlord a copy of all permits,
      approvals and certificates required by any governmental or quasi-governmental
      bodies (and upon completion, certificates of final approval thereof) and (b)
      submit to Landlord, for Landlord’s prior written approval, plans, drawings and
      specifications of all changes, alterations, additions, improvements and work
      (herein “Tenant Changes”) Tenant wants to perform in the demised premises or the
      Building. Tenant shall make all revisions to its plans, drawings and
      specifications requested by Landlord and shall provide Landlord with all
      Landlord requested details. Tenant shall, promptly upon demand, reimburse
      Landlord for all reasonable out-of-pocket fees, expenses and other charges
      incurred by Landlord and/or its agent in connection with the approval of the
      plans, drawings and specifications (including fees paid to other parties for
      their opinion and comments). 

     

    Immediately
      following approval by Landlord, Tenant (or, at Landlord’s option, Landlord at
      Tenant’s expense) shall file the approved plans and drawings with the
      appropriate governmental and quasi-governmental authorities having jurisdiction.
      If requested by Landlord, Tenant shall use an expeditor designated or approved
      in advance by Landlord to assist with the filings. Notwithstanding the foregoing
      or anything to the contrary contained herein, no consent or approval issued
      by
      Landlord shall constitute an express or implied representation by Landlord
      that
      the Building or the demised premises (with or without any Tenant Change) will
      be
      suitable, feasible or lawful for any general or specific use, purpose or
      requirement of Tenant. Tenant shall, at its sole cost and expense, in making
      any
      Tenant Change, comply with all Legal Requirements (hereinafter defined),
      including, without limitation, all requirements of Local Law No. 5 of 1973
      of
      the City of New York and The Americans With Disabilities Act of 1990, as amended
      to date. All materials and equipment used in connection with Tenant Changes
      shall be new and first quality and no materials or equipment shall be subject
      to
      any lien, encumbrance, chattel mortgage, title retention or security agreement.
      If any Tenant Change is to be made to the fire safety system, Tenant shall
      use
      only a contractor (or, if necessary, contractors) reasonably approved by
      Landlord and upon the completion of such work, Tenant shall deliver to Landlord
      a letter issued by the Building’s fire safety system vendor/service provider
      indicating that all fire safety system devices located on the demised premises’
floor are functioning properly and a schedule indicating the dates for the
      pre-testing and final testing of the fire safety system (and which final testing
      must be within six (6) months of the date the plans for the Tenant Change were
      filed with the New York City Department of Buildings). Tenant agrees to carry,
      and will cause its contractors and sub-contractors to carry, such worker
      compensation, general liability, personal and property damage insurance as
      Landlord may require in form, amount, carriers and coverages satisfactory to
      Landlord (including, but not limited to, adequate Builder’s Risk coverage). Such
      insurance shall be in addition to and not in lieu of any other insurance
      required under this Lease. Tenant shall not, at any time prior to or during
      the
      term of this Lease, directly or indirectly employ, or permit the employment
      of,
      any contractor, mechanic or laborer in the demised premises, whether in
      connection with any Tenant Changes or otherwise, if, in Landlord’s sole
      discretion, such employment will interfere or cause any conflict with other
      contractors, mechanics, or laborers engaged in the construction, maintenance
      or
      operation of all or part of the Building. In the event of any interference
      or
      conflict, Tenant, upon demand of Landlord, shall cause all contractors,
      mechanics or laborers causing such interference or conflict to leave the
      Building immediately and shall replace such contractors, mechanics and laborers
      with contractors, mechanics and laborers who, in Landlord’s reasonable judgment,
      will not interfere or conflict with the construction, maintenance or operation
      of all or part of the Building and, in such event, Landlord may require that
      Tenant use union labor. 

     

    Nothing
      in this Lease is intended to constitute a consent by Landlord to the subjection
      of Landlord’s or Tenant’s interest in the Building, the demised premises and/or
      the Real Property to any lien or claim by any person that performs and/or
      supplies any work, labor, material, service or equipment to Tenant and/or the
      demised premises. Landlord hereby notifies all such persons of such intent
      and
      each such person agrees, to the extent permitted by law, that by performing
      any
      work for or supplying any materials to Tenant it accepts that Landlord has
      not
      granted such consent and that such person shall not have a right to file any
      lien or claim against any interest of Landlord in the demised premises, the
      Building and/or the Real Property. If any mechanic’s lien is filed against the
      demised premises, the Building and/or the Real Property for work claimed to
      have
      been done for, or materials furnished to, Tenant, whether or not done pursuant
      to this article, the same shall be discharged by Tenant within thirty (30)
      days
      thereafter, at Tenant’s expense, by payment or filing a bond as permitted by
      law. 

     

    All
      fixtures and all paneling, partitions, railings and like installations,
      installed in the demised premises at any time, either by Tenant or by Landlord
      on Tenant’s behalf, shall, upon installation, become the property of Landlord
      and shall remain upon and be surrendered with the demised premises unless
      Landlord, by notice to Tenant, elects to relinquish Landlord’s right thereto and
      to have them removed by Tenant, in which event the same shall be removed from
      the demised premises by Tenant prior to the end of the term of this Lease,
      at
      Tenant’s expense. Nothing in this article shall be construed to give Landlord
      title to, or to prevent Tenant’s removal of, trade fixtures, moveable office
      furniture and equipment, but in no event shall Tenant remove any fixtures and
      equipment which are part of the operation of the demised premises and/or the
      Building. Upon removal of Tenant’s trade fixtures, moveable office furniture and
      equipment from the demised premises as permitted herein, or upon removal of
      other installations as may be required by Landlord, Tenant shall immediately,
      and at its expense, repair and restore the demised premises to the condition
      existing prior to any such installations upon removal of same from the demised
      premises, or upon removal of other installations as may be required by Landlord,
      Tenant shall immediately, and at its expense, repair and restore the demised
      premises to the condition existing prior to any such installations, and repair
      any damage to the demised premises or the Building due to such removal. All
      property permitted or required to be removed by Tenant at the end of the term
      which remains in the demised premises after Tenant surrenders possession of
      the
      demised premises to Landlord shall be deemed abandoned and may, at the election
      of Landlord, either be retained as Landlord’s property or removed from the
      demised premises by Landlord, at Tenant’s expense. Tenant’s obligations under
      this Article shall expressly survive the expiration or sooner termination of
      this Lease. 

     

    
      
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    Repairs:
      11.
      Subject to Landlord’s rights in Article
      18
      of this
      Lease, Landlord shall maintain and repair the exterior of and the lobby,
      elevators and other public portions of the Building relating to the demised
      premises and those portions of the electrical system, fire safety system,
      sprinkler system and heating system which serve the demised premises but are
      outside of the demised premises to the extent necessary so that said systems
      are
      in good working order at the point where they enter the demised premises;
      provided, however, that if such maintenance is due to the acts, omissions,
      negligence or willful misconduct of Tenant, then such maintenance shall be
      performed at Tenant’s cost and expense and Tenant shall reimburse Landlord for
      the cost thereof within ten (10) days following demand made therefor as
      additional rent hereunder. Tenant shall, during the term hereof, at its expense,
      take good care of, maintain, clean, replace and repair the demised premises
      (including all bathrooms and lavatory facilities located within the demised
      premises, if any, and, as of September 27, 2007, there are no bathrooms in
      Suite
      419 in the Building), the windows and window frames, entrance door and the
      fixtures and appurtenances therein, and promptly make all non-structural repairs
      thereto. Tenant shall make, at its expense, all non-structural repairs to the
      Building caused by, or resulting from, moving any of its property and/or caused
      by the carelessness, omission, neglect or improper conduct of Tenant, Tenant’s
      servants, employees, invitees, or licensees, and whether or not arising from
      Tenant’s conduct or omission, when required by other provisions of this Lease.
      If any structural repairs are necessary to the Building as a result of Tenant’s
      use or manner of use of the demised premises or as a result of moving its
      property or as a result of the acts, omissions, negligence or willful misconduct
      of Tenant, Tenant’s servants, employees, invitees, or licensees or if any
      structural repairs are necessary for any reason in the demised premises, Tenant
      shall immediately notify Landlord of the need for such repairs and Landlord
      shall make such structural repairs at Tenant’s cost and expense. In no event
      shall Landlord have any obligation to perform any work hereunder at overtime
      or
      premium rates. Tenant shall pay Landlord for the cost and expense of such
      structural repairs within ten (10) days following demand therefor as additional
      rent hereunder. All maintenance, repairs and replacements to be made to the
      fire
      safety system serving the demised premises by Tenant shall be made only by
      contractors reasonably approved in advance by Landlord. All parties employed
      by
      Tenant to clean, maintain and/or repair the demised premises shall be approved
      in advance by Landlord. Tenant will not clean nor require, permit, suffer or
      allow any window in the demised premises to be cleaned from the outside in
      violation of Section 202 of the New York State Labor Law or any other applicable
      law, or of the Rules of the Board of Standards and Appeals, or of any other
      board or body having or asserting jurisdiction. Landlord shall replace, at
      Tenant’s expense, any and all plate and other glass damaged or broken from any
      cause whatsoever in and about the demised premises; provided, however, that
      if
      Landlord or its agents through willful misconduct or gross negligence break
      any
      glass in any windows in the demised premises, then Landlord shall replace such
      glass at its expense. If Tenant does not obtain and maintain insurance on all
      plate and other glass in the demised premises, Landlord may insure, and keep
      insured, at Tenant’s expense, all plate and other glass in the demised premises
      for and in the name of Landlord and, in such event, Tenant shall pay Landlord,
      as additional rent, for the costs of the premium for said insurance within
      ten
      (10) days following demand made therefor. Notwithstanding anything to the
      contrary set forth herein, Tenant may “self insure” the plate glass insurance
      required under this paragraph. All repairs made by Tenant or on behalf of Tenant
      shall be of quality or class equal to the original work or construction. If
      Tenant fails, after ten (10) days notice, to proceed with due diligence to
      make
      repairs required to be made by Tenant, the same may be made by Landlord at
      the
      expense of Tenant, and the expenses thereof incurred by Landlord shall be
      collectible, as additional rent, after rendition of a bill or statement
      therefor. Tenant shall give Landlord prompt notice of any defective condition
      in
      any plumbing, heating system or electrical lines located in the demised premises
      and following such notice, Landlord shall remedy the condition with due
      diligence at the expense of Tenant; provided, however, that if the defective
      condition was solely and directly caused by Landlord or Landlord’s agent,
      employee, contractor or subcontractor, then Landlord shall remedy the condition
      at the expense of Landlord. Except as specifically provided elsewhere in this
      Lease, 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 or failing
      to make any repairs, alterations, additions or improvements in or to any portion
      of the Building or the demised premises, or in and to the fixtures,
      appurtenances or equipment thereof. Except as may be expressly set forth herein
      to the contrary, it is specifically agreed that Tenant shall not be entitled
      to
      any set-off or reduction of rent by reason of any failure of Landlord to comply
      with the covenants of this or any other article of this Lease. Tenant agrees
      that Tenant’s sole remedy at law in such instance will be by way of an action
      for damages for breach of contract. 

     

    Landlord’s
      Access to Demised Premises:
      12.
      Landlord and its agents and designees shall each have the right to enter the
      demised premises, at all times in the event of an emergency and otherwise at
      reasonable times, following reasonable verbal communication or written
      correspondence to Tenant, which may be sent or given by an agent or
      representative of Landlord, to examine the same, and/or to make such repairs
      or
      alterations as Landlord may deem necessary or reasonably desirable for the
      Building or which Landlord shall be required to or shall have the right to
      make
      by the provisions of this Lease or any other lease in the Building (and Landlord
      may for that purpose erect scaffolding and other necessary structures where
      reasonably required by the character of the work to be performed). Landlord
      and
      its agents and designees shall be allowed to take all material into and upon
      the
      demised premises that may be required for the repairs or alterations above
      mentioned as the same is required for such purpose, without the same
      constituting an eviction of Tenant in whole or in part, actual or constructive,
      and the rent payable hereunder shall in no wise abate while said repairs or
      alterations are being made by reason of loss or interruption of the business
      of
      Tenant because of the prosecution of any such work. Landlord shall use
      commercially reasonable efforts to minimize the disturbance but nothing
      contained herein shall be deemed to require Landlord to perform the same on
      an
      overtime or premium pay basis, unless Tenant agrees to pay the cost thereof.
      Tenant shall permit Landlord and Landlord’s agents and designees to use,
      maintain and replace pipes and conduits in and through the demised premises,
      and
      to erect new pipes and conduits therein. If Tenant is not present to open and
      permit an entry into the demised premises, Landlord or Landlord’s agents may
      enter the same whenever such entry may be necessary or permissible by master
      key
      or forcibly, and provided reasonable care is exercised to safeguard Tenant’s
      property; although such entry shall not render Landlord or its agents liable
      therefor, nor in any event shall the obligations of Tenant hereunder be
      affected. If during the last month of the term Tenant shall have removed all
      or
      substantially all of Tenant’s property therefrom, Landlord may immediately
      enter, alter, renovate or redecorate the demised premises without limitation
      or
      abatement of rent, or incurring liability to Tenant for any compensation, and
      such act shall have no effect on this Lease or Tenant’s obligation hereunder.
      Tenant acknowledges and agrees that it and its employees, guests, invitees,
      and
      agents shall not, at any time, for any reason whatsoever, use, access, enter
      or
      have any rights in or to the roof or roof top area of the Building. Tenant’s
      failure to abide by the terms of the foregoing sentence shall be deemed a
      material default of the Lease. Landlord shall also have the right to enter
      the
      demised premises for the purpose of exhibiting them to prospective purchasers
      or
      lessees of the Building or to prospective mortgagees or to prospective assignees
      of any such mortgages or to the holder of any mortgage on the Landlord’s or
      ground lessors, if any, interest in the Real Property, its agents or designees.
      During the last six (6) months of the term, Landlord may enter the demised
      premises at reasonable times for the purpose of showing the same to prospective
      tenants and place upon the demised premises the usual notices “To Let” and “For
      Sale” which Tenant shall permit to remain without molestation.

     

    
      
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    Compliance
      with Laws, Building Insurance, Floor Loads:
      13. The
      term “Legal Requirements” means all laws, statutes, ordinances, codes, orders,
      rules, regulations, directives and requirements of all federal, state, county,
      city and borough departments, bureaus, boards, agencies, offices, commissions
      and other subdivisions thereof, or any official thereof, or of any other
      governmental public or quasi-public authority, or of any insurance companies
      providing coverage for all or part of the Building, or of any utility company
      providing service to all or part of the Building, in any case, whether now
      or
      hereafter in force, which are applicable to all or part of the Real Property
      and
      all requirements, obligations and conditions of all instruments of record as
      of
      the date hereof. Tenant shall, immediately following receipt of the same,
      deliver to Landlord a copy of any and all notices Tenant receives of any Legal
      Requirement violation pertaining to Tenant, the demised premises, the Building
      and/or the Real Property.

     

    During
      the term hereof and at all times prior that Tenant is in possession of the
      demised premises, Tenant shall, at Tenant’s sole cost and expense, promptly
      comply with all present and future Legal Requirements, including, without
      limitation, the rules and regulations of the Landmarks Preservation Commission
      or a historic preservation district, if applicable. If Tenant has, by its manner
      of use of the demised premises or method of operation therein, violated any
      Legal Requirements and structural repairs and/or alterations are necessary
      to
      cure such violations, then, and, in such event, Landlord shall make such
      structural repairs and alterations and Tenant shall reimburse Landlord for
      the
      cost of such work within ten days following demand therefor as additional rent.
      For the purposes hereof the cost of any alteration or improvement shall be
      deemed to include the cost of labor and materials and the cost to prepare and
      file plans for such alteration and improvements. Tenant shall not place a load
      upon any floor of the demised premises exceeding the floor load per square
      foot
      area which it was designed to carry and which is allowed by law. Landlord
      reserves the right to prescribe the weight and position of all safes, business
      machines and mechanical equipment. Such installations shall be placed and
      maintained by Tenant, at Tenant’s expense, in settings sufficient, in Landlord’s
      judgment, to absorb and prevent vibration, noise and annoyance.

     

    For
      purposes of this Lease, “hazardous materials” means any explosives, radioactive
      materials, hazardous wastes, or hazardous substances, including, without
      limitation, substances defined as “hazardous substances” in the Comprehensive
      Environmental Response, Compensation and Liability Act of 1980, as amended,
      42
      U.S.C. §§ 9601-9657; the Hazardous Materials Transportation Act of 1975, 49
      U.S.C. §§ 1801-1812; the Resource Conservation and Recovery Act of 1976, 42
      U.S.C. §§ 6901-6987; or any other similar laws (collectively, “hazardous
      materials laws”). Supplementing the foregoing parts of this Article, Tenant will
      not cause or permit the storage, use, generation, or disposition of any
“hazardous materials” in, on, or about the demised premises or the Building.
      Further Tenant will not permit the demised premises to be used or operated
      in a
      manner that may cause all or part of the Real Property to be contaminated by
      any
      hazardous materials. Tenant shall be solely responsible for and will defend,
      indemnify and hold Landlord, its agents and employees harmless from and against
      all claims, costs and liabilities, including, but not limited to, attorneys’
fees and costs, arising out of or in connection with Tenant’s breach of its
      obligations in this Article, including, but not limited to, the removal,
      cleanup, and restoration work and materials necessary to return the demised
      premises and any other property of whatever nature located within the Real
      Property to their condition existing prior to the appearance of Tenant’s
      hazardous materials. Such indemnity and all obligations under this Article
      shall
      expressly survive the expiration, cancellation or termination of this Lease.
      Tenant will immediately advise Landlord in writing of (1) any and all
      enforcement, cleanup, remedial, removal, or other governmental or regulatory
      actions instituted, completed, or threatened with respect to any hazardous
      materials affecting the demised premises or Real Property; and (2) all claims
      made or threatened by any third party against Tenant, Landlord, or the demised
      premises relating to damage, contribution, cost recovery, compensation, loss,
      or
      injury resulting from any hazardous materials in or about the demised premises.
      Without Landlord’s prior written consent, Tenant will not take any remedial
      action or enter into any agreements or settlements in response to the presence
      of any hazardous materials in, on, or about the demised premises or Real
      Property. Tenant’s obligations under this Article shall expressly survive the
      expiration or other termination of this Lease. Tenant acknowledges and agrees
      that Landlord shall have no liability to Tenant for bad air, mold, or “sick
      building syndrome”. 

     

    Tenant
      shall not do or permit any act or thing to be done in or to the demised premises
      which is contrary to law, or which will invalidate or be in conflict with public
      liability, fire or other policies of insurance at any time carried by or for
      the
      benefit of Landlord. Tenant shall not keep anything in the demised premises
      except as now or hereafter permitted by the Fire Department, Board of Fire
      Underwriters, Fire Insurance Rating Organization and other authority having
      jurisdiction, and then only in such manner and in such quantity so as not to
      increase the rate for fire insurance applicable to the Building, nor use the
      demised premises in a manner which will increase the insurance rate for the
      Building or any property located therein over that in effect prior to the
      commencement of Tenant’s occupancy. If by reason of failure to comply with the
      foregoing the fire insurance rate shall, at the beginning of this Lease or
      at
      any time thereafter, be higher than it otherwise would be, then Tenant shall
      reimburse Landlord, as additional rent hereunder, for that portion of all fire
      insurance premiums thereafter paid by Landlord which shall have been charged
      because of such failure by Tenant. In any action or proceeding wherein Landlord
      and Tenant are parties, a schedule or “makeup” or rate for the Building or
      demised premises issued by a body making fire insurance rates applicable to
      said
      premises shall be conclusive evidence of the facts therein stated and of the
      several items and charges in the fire insurance rates then applicable to said
      premises. 

     

    Anything
      in this Lease to the contrary notwithstanding, if the New York Board of Fire
      Underwriters or the New York Fire Insurance Exchange or any bureau, department
      or official of the federal, state or city government recommend or require the
      installation of a sprinkler system, or require any changes, modifications or
      alterations, or additional sprinkler heads or other equipment be made or
      supplied in an existing sprinkler system by reason of Tenant’s business, the
      location of partitions, trade fixtures, or other contents of the demised
      premises, or for any other reason, or if any such sprinkler system
      installations, modifications, alterations, additional sprinkler heads or other
      such equipment, become necessary to prevent the imposition of a penalty or
      charge against the full allowance for a sprinkler system in the fire insurance
      rate set by any of the aforesaid entities, or by any fire insurance company,
      Landlord or Landlord’s agent shall, at Tenant’s expense, promptly make such
      sprinkler system installations, changes, modifications and alterations and
      supply additional sprinkler heads or other equipment as required, whether the
      work involved shall be structural or non-structural in nature. Tenant shall
      pay
      to Landlord, as additional rent hereunder, for Landlord’s expenses within ten
      (10) days following demand made therefor and Tenant shall pay Landlord Tenant’s
      proportionate share of the contract price for any sprinkler supervisory service
      provided to the demised premises.

     

    Irrespective
      of the place of execution or performance, this Lease shall be governed and
      construed in accordance with the laws of the State of New York. Tenant hereby
      agrees to be subject to in personam jurisdiction in any court of appropriate
      subject matter jurisdiction located in the City, County and State of New York
      or
      located in Brooklyn, Kings County, New York for any action brought by Landlord
      against the Tenant arising out of, or relating to this Lease.

     

    Signs: 14.
      Tenant shall obtain Landlord’s prior consent for all signs, advertisements,
      notices or other lettering that Tenant wants to exhibit, inscribe, paint or
      affix on any part of the outside of the demised premises, or in the common
      areas
      or the outside of the Building, including, without limitation, on the entrance
      door to the demised premises and/or in the common hallway adjacent to the
      demised premises, or on the inside of the demised premises if the same is
      visible from the outside of the demised premises. No awnings or other
      projections shall be attached to the Building’s outside walls. Landlord may
      remove any such signs, advertisements, notices, lettering, awning and
      projections which it did not consent to in advance and Tenant shall pay Landlord
      upon demand for the expense incurred by such removal as additional rent
      hereunder. 

     

    
      
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    Garbage:
      15.
      Tenant shall remove all refuse and rubbish from the demised premises and shall
      deposit the same in the receptacles and in the locations designated and in
      the
      manner described by Landlord. Tenant shall, at its sole cost and expense, comply
      with all Legal Requirements regarding the collection, sorting, separation and
      recycling of waste products, garbage, refuse and trash. Tenant shall sort and
      separate such waste products, garbage, refuse and trash into such categories
      as
      provided by law and as requested by Landlord. Each separately sorted category
      of
      waste products, garbage, refuse and trash shall be placed in separate
      receptacles reasonably approved by Landlord. Tenant shall remove, or cause
      to be
      removed, at its expense, by a contractor reasonably acceptable to Landlord,
      at
      Landlord’s sole discretion, such items as Landlord may expressly designate.
      Landlord may, at its option, refuse to collect or accept from Tenant waste
      products, garbage, refuse or trash (a) that is not separated and sorted as
      required by Legal Requirements or (b) which consists of items which are not
      ordinary, typical and usual for typical office tenants in the Building or if
      ordinary, typical and usual, if such items are in such quantities and amounts
      as
      are not ordinary, typical and usual for typical office tenants in the Building
      who occupy the same rentable square footage as Tenant, and to require Tenant
      to
      arrange for such collection at Tenant’s sole cost and expense, utilizing a
      contractor satisfactory to Landlord. If so required, Tenant shall immediately
      thereafter arrange for such collection at Tenant’s sole cost and expense,
      utilizing a contractor satisfactory to Landlord. Tenant shall pay all costs,
      expenses, fines, penalties, or damages that may be imposed on Landlord or Tenant
      by reason of Tenant’s failure to comply with the provisions of this Article,
      and, at Tenant’s sole cost and expense, shall indemnity, defend and hold
      Landlord harmless (including reasonable legal fees and expenses) from and
      against any actions, claims and suits arising from such noncompliance, utilizing
      counsel reasonably satisfactory to Landlord. If the demised premises be or
      become infested with vermin, Tenant shall, at its expense, cause the same to
      be
      exterminated. 

     

    Additional
      Covenants: 16.
      Tenant covenants and agrees for itself, its officers, employees, contractors,
      agents, servants, licensees, invitees, subtenants, concessionaires, and all
      others doing business with Tenant (hereinafter for the purposes of this Article,
      collectively referred to as “Tenant”) that:

     

    1. Tenant
      shall not obstruct or encumber the Building’s common areas, including, without
      limitation, the sidewalks, entrances, driveways, passages, courtyards,
      elevators, vestibules, stairways, corridors or halls, nor use them for any
      purpose other than going to and from the demised premises. All deliveries shall
      be made in a prompt and efficient manner using elevators and passageways
      designated for such type of delivery by Landlord and hand trucks equipped with
      rubber tires and sideguards. 

     

    2. Tenant
      shall not use the bathrooms, sinks, toilets and plumbing fixtures for any
      purposes other than those for which they were designed or constructed, and
      no
      sweepings, rubbish, rags, acids, liquids, chemicals or other substances shall
      be
      poured or deposited therein. If Tenant violates the foregoing, Tenant shall
      pay
      Landlord for all resulting repairs as additional rent hereunder and such
      obligation shall survive the expiration of the term of this Lease. 

     

    3. Tenant
      shall not hang, shake, sweep or throw anything out of any Building window,
      nor
      sweep or throw, or permit to be swept or thrown, from the demised premises,
      any
      dirt or other substances into any of the Building’s common areas, elevators,
      stairwells or halls. 

     

    4.
      Tenant
      shall not disturb or interfere in any way with other Building tenants or those
      having business in the Building. Tenant shall not use, keep, or permit to be
      used or kept, any foul or noxious gas or substance in the demised premises,
      nor
      permit or suffer the demised premises to be occupied or used in a manner
      offensive or objectionable to Landlord or other Building occupants by reason
      of
      noise, odors, and or vibrations. Further, Tenant shall not permit the emission
      from the demised premises of any objectionable noise or odor. Tenant shall
      not
      install or use any equipment that could have, in Landlord’s reasonable judgment,
      an adverse effect on the demised premises, the Building and/or the comfort
      or
      convenience of other tenants and occupants of the Building. Tenant shall not
      injure, overload, deface, commit waste, nuisance or otherwise harm the demised
      premises or any part thereof.

     

    5.
      No
      bicycles, vehicles, animals, fish or birds may be kept in or about the Building.
      Tenant covenants and agrees that there shall be no smoking in or on any portion
      of the Building. 

     

    6. Freight,
      furniture, business equipment, merchandise and bulky matter of any description
      shall be delivered to and removed from the demised premises only on the freight
      elevators 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 it deems a security risk or
      a
      violation of any of the terms of this Lease.

     

    7. Canvassing,
      soliciting and peddling in the Building is prohibited and Tenant shall cooperate
      to prevent the same. Tenant shall not have barbering or boot-blacking services
      provided in the demised premises.

     

    8. Landlord
      shall have the right to maintain any reasonable security system it deems
      necessary in the Building, including, without limitation, a system requiring
      Building passes, metal detectors and identification checks. Tenant shall not
      have a claim against Landlord by reason of Landlord excluding from the Building
      any person who does not pass Landlord’s reasonable security requirements.
      Landlord may prevent access to the Building at all times, except on business
      days from 8:00 a.m. to 6:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m.,
      provided that Tenant is provided with a means of accessing the demised premises
      before and after said hours, such as, by way of example only, a key to the
      front
      door of the Building. 

     

    9.
      Landlord shall have the right to prohibit any advertising by Tenant which in
      Landlord’s opinion, tends to impair the reputation of the Building or its
      desirability, and upon written notice from Landlord, Tenant shall refrain from
      and discontinue such advertising. 

     

    Rules
      and Regulations:
      17.
      Tenant and Tenant’s servants, employees, agents, visitors, and licensees shall
      observe faithfully, and comply strictly with such reasonable rules and
      regulations as Landlord or Landlord’s agents may from time to time adopt. Notice
      of any rules or regulations shall be given in such manner as Landlord may elect.
      Nothing in this Lease shall be construed to impose upon Landlord any duty or
      obligation to enforce the rules and regulations or terms, covenants or
      conditions in any other lease as against any other tenant, and Landlord shall
      not be liable to Tenant for violation of the same by any other tenant, its
      servants, employees, agents, visitors or licensees.

     

    Building
      Alterations:
      18.
      Tenant acknowledges that from time to time, throughout the term of this Lease,
      Landlord may perform or have performed work in and about the Building and such
      work may result in noise and disruption to Tenant’s business. Landlord shall
      have the right, at any time, without the same constituting an eviction and
      without incurring liability to Tenant therefor, to change (i) the arrangement,
      number and/or location of the Building’s entrances, hallways, passageways,
      doors, doorways, corridors, elevators, stairs, toilets and other public parts,
      provided that in so doing, Landlord does not deny Tenant reasonable means of
      access to the demised premises for the conduct of Tenant's business, (ii) the
      Building’s facade and exterior and/or (iii) the name, number and/or designation
      by which the Building may be known. There shall be no allowance to Tenant for
      diminution of rental value and no liability on the part of Landlord by reason
      of
      inconvenience, annoyance or injury to business arising from Landlord performing
      or causing to be performed any work in the Building and/or making any of the
      aforesaid changes and/or arising from another tenant or occupant making any
      repairs in the Building. Landlord’s rights under this Article shall be
      exercised, as far as commercially reasonable and practicable, in such manner
      as
      to avoid unreasonable interference with Tenant's use of the demised premises;
      provided, however that Landlord shall not be obligated to pay overtime or
      premium rates. If an elevator shaftway or vault is located in whole or in part
      within the demised premises, Tenant expressly acknowledges to Landlord that
      it
      understands that said elevator shaftway and any elevator therein and such vault
      are not included within and are not a part of the demised premises. Tenant
      hereby acknowledges and agrees that Landlord may at any time and from time
      to
      time seal up any elevator shaftway and vault in the Building, including, without
      limitation, any elevator shaftway and/or vault located within all or part of
      the
      demised premises and Landlord reserves the right to remove the elevator from
      said shaftway and deck over any shaftway at any time at its sole option.


     

    Excavation
      Shoring:
      19. If
      an excavation shall be made upon land adjacent to or under the Building, or
      shall be authorized to be made, Tenant shall afford to the person causing or
      authorized to cause such excavation, a license to enter upon the demised
      premises for the purpose of doing such work as said person shall deem necessary
      to preserve the Building’s walls from injury or damage and to support the same
      by proper foundations, without any claim for damages or indemnity against
      Landlord, or diminution or abatement of rent.

     

    
      
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    Property
      Loss, Indemnity, Tenant’s Insurance:
      20.
Landlord,
      its officers, agents, employees, subsidiaries and affiliated entities and
      corporations shall not be liable for any loss of, theft of, damage to or
      destruction of any of Tenant’s goods, merchandise, fixtures, furniture or other
      property of whatsoever nature, caused by fire, theft, carelessness or any other
      cause whatsoever, except for Landlord’s negligence or willful misconduct, and
      Tenant hereby releases and waives any right of recovery against Landlord, its
      officers, agents, employees, subsidiaries and affiliated entities and
      corporations for any such loss other than for losses caused by Landlord’s
      negligence or willful misconduct. Tenant
      shall procure a waiver of subrogation on the part of the insurer against such
      parties by an endorsement to all insurance policies whereby the insurer
      recognizes the provisions of this Article. The foregoing waiver shall be in
      force only if the insurance policies contain a clause providing that such a
      waiver shall not invalidate the insurance. Landlord and its agents shall not
      be
      liable for any damage caused by other tenants or persons in, upon or about
      said
      Building or caused by operations in connection with any private, public or
      quasi
      public work. If at any time any windows of the demised premises are temporarily
      or permanently closed, or bricked up for any reason whatsoever, 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;
      however, Landlord shall not have the right to permanently close or brick up
      any
      of the demised premises’ windows except where and when required by law.


     

    Tenant
      hereby indemnifies and saves harmless Landlord from and against any claims
      and
      all loss, cost, liability, damage and/or expense, including, but not limited
      to,
      reasonable counsel fees, penalties and fines, incurred in connection with or
      arising from (i) any default by Tenant in the observance or performance of
      any
      of the provisions, covenants or conditions of this Lease on Tenant’s part to be
      observed or performed, (ii) the use or occupancy or manner of use or occupancy
      of the demised premises by Tenant or any person claiming through or under
      Tenant, or (iii) any acts, omissions, or negligence of Tenant or any contractor,
      agent, servant, employee, visitor or licensee of Tenant, or any person claiming
      through or under Tenant, in or about the demised premises. If any action or
      proceeding shall be brought against Landlord based upon any such claim, Tenant,
      upon notice from Landlord, shall cause such action or proceeding to be defended,
      at Tenant’s expense, by counsel acting for Tenant’s insurance carriers in
      connection with such defense or by other counsel reasonably satisfactory to
      Landlord. This indemnity shall not require any payment by Landlord as a
      condition precedent to recovery. In addition, if any person not a party to
      this
      Lease shall institute any other type of action against Tenant in which Landlord
      shall be made a party defendant, Tenant shall indemnify, hold Landlord harmless
      from and defend Landlord from all liabilities and costs by reason thereof.
      If,
      on account of the failure of Tenant to comply with the provisions of this
      Article, Landlord is adjudged a co-insurer by its insurance carrier, then any
      loss or damage Landlord shall sustain by reason thereof shall be borne by Tenant
      and shall be immediately paid by Tenant upon receipt of a bill therefor and
      evidence of such loss.

     

    To
      the
      extent not covered by the insurance required to be carried by Tenant hereunder
      and not covered by any other insurance then maintained by Tenant, Landlord
      hereby indemnifies and saves harmless Tenant from and against any claims and
      all
      loss, cost, liability, damage and/or expense, including, but not limited to,
      reasonable counsel fees, penalties and fines, to the extent incurred in
      connection with or arising from (i) any default by Landlord in the observance
      or
      performance of any of the provisions, covenants or conditions of this Lease
      on
      Landlord’s part to be observed or performed, or (ii) any acts, omissions, or
      negligence of Landlord, or any contractor, agent, servant, employee or visitor
      of Landlord, in or about the Building. If any action or proceeding shall be
      brought against Tenant based upon any such claim, Landlord, upon notice from
      Tenant, shall cause such action or proceeding to be defended, at Landlord’s
      expense, by counsel acting for Landlord’s insurance carriers in connection with
      such defense or by other counsel reasonably satisfactory to Tenant. This
      indemnity shall not require any payment by Tenant (other than with respect
      to
      insurance premiums) as a condition precedent to recovery.

     

    Commencing
      on the date Tenant is given possession of the demised premises and thereafter
      during the term of this Lease, Tenant shall provide and maintain comprehensive
      general liability policies with broad form endorsements and water damage legal
      liability coverage against any and all liability occasioned by accident or
      occurrence, such policies to be written by recognized and well-rated insurance
      companies authorized to transact business in the State of New York, and shall
      have a limit of not less than $1,000,000 per occurrence for bodily or personal
      injury (including death), $2,000,000 for more than one occurrence and $500,000
      for loss and damage to property. Tenant shall obtain and maintain “All Risk”
insurance having extended coverage for fire and other casualties for its
      personal property, fixtures and equipment for the full replacement value thereof
      and plate glass insurance covering all plate glass in the demised premises.
      If
      at any time during the term of this Lease it appears, in Landlord’s reasonable
      judgment, that public liability or property damage limits in New York City
      for
      premises similarly situated, due regard being given to the use and occupancy
      thereof, are higher than the foregoing limits, then Tenant shall increase the
      foregoing limits accordingly. Landlord, its managing agent, leasing agent and
      mortgagee(s) and ground lessors, as appropriate, shall be named as additional
      insureds in the aforesaid general liability insurance policies. All policies
      shall provide that Landlord shall be given thirty (30) days’ prior notice of
      cancellation of such insurance. Tenant shall deliver to Landlord evidence of
      such insurance policies prior to occupying the demised premises. All premiums
      and charges for the aforesaid insurance shall be paid by Tenant and if Tenant
      shall fail to make such payment when due, Landlord may pay it (after notice
      and
      expiration of period to cure) and the amount thereof shall be repaid to Landlord
      by Tenant on demand and the amount thereof may, at the option of Landlord be
      added to and become a part of the additional rent payable hereunder. Tenant
      shall not violate or permit to be violated any condition of any of said policies
      and Tenant shall perform and satisfy the requirements of the companies writing
      such policies. 

     

    Destruction,
      Fire and Other Casualty:
      21. If
      the demised premises or any part thereof shall be damaged by fire or other
      casualty, Tenant shall give immediate notice thereof to Landlord and this Lease
      shall continue in full force and effect except as hereinafter set forth. If
      the
      demised premises shall be partially damaged by fire or other casualty, the
      damages shall be repaired by and at the expense of Landlord and the annual
      base
      rent, until such repairs shall be made, shall abate equitably according to
      the
      part of the demised premises which is unusable by Tenant or, if by reason
      thereof, the demised premises are rendered untenantable, said annual base rental
      shall totally abate until the demised premises are tenantable. After any such
      casualty, Tenant shall cooperate with Landlord by removing from the demised
      premises as promptly as reasonably possible, all of Tenant’s salvageable
      inventory and movable equipment, furniture, and other property so that Landlord
      may make repairs. Notwithstanding the foregoing, if the demised premises or
      the
      Building shall be damaged to such extent that Landlord shall decide to demolish
      same, or not to rebuild same, then, and in such event, Landlord may terminate
      this Lease upon notice to Tenant given within ninety (90) days following such
      event, and upon the date specified in such notice, which date shall not be
      less
      than thirty (30) days nor more than sixty (60) days following the giving of
      said
      notice, this Lease shall terminate and Tenant shall vacate and surrender the
      demised premises to Landlord. Any annual base rent prepaid by Tenant beyond
      said
      date shall be promptly refunded to Tenant. Notwithstanding any of the foregoing
      provisions of this Article, if Landlord or the holder of any superior mortgage
      shall be unable to collect all of the insurance proceeds (including rent
      insurance proceeds) applicable to damage or destruction of the demised premises
      or the Building by fire or other cause, by reason of some action or inaction
      on
      the part of the Tenant or any of its employees, agents or contractors, then,
      without prejudice to any other remedies which may be available against Tenant,
      the abatement of Tenant’s rents provided for in this Article shall not be
      effective to the extent of the uncollected insurance proceeds. If this Lease
      shall not be terminated as provided above in this Article, Landlord shall,
      at
      its expense, proceed with the restoration of the demised premises; provided
      Landlord’s obligations hereunder shall not exceed the scope of Landlord’s
      initial construction obligations under this Lease and further provided, that
      Landlord’s restoration obligations shall be subject to building and zoning laws
      then in effect. No penalty shall accrue for reasonable delay which may arise
      by
      reason of adjustment of insurance, labor troubles and causes beyond Landlord’s
      control. If Landlord shall so restore the demised premises, Tenant shall repair,
      restore and redecorate the demised premises and reoccupy and reopen the demised
      premises, within thirty (30) days following restoration, in a manner and to
      the
      condition existing prior to the event of damage, except to the extent that
      Landlord is obligated above, and Tenant shall hold in trust the proceeds of
      all
      insurance carried by Tenant on its property for the purpose of such repair
      and
      restoration. Tenant hereby waives the provisions of Section 227 of the Real
      Property Law and agrees that the provisions of this article shall govern and
      control in lieu thereof. Tenant’s right to an abatement of rent hereunder shall
      not be construed to limit or affect Landlord’s right to payment under any rental
      loss coverage carried by Landlord. 

     

    
      
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    Eminent
      Domain:
      22. If
      the whole of the demised premises shall be acquired or condemned by eminent
      domain for any public or quasi public use or purpose, then and in that event,
      the term of this Lease shall cease and terminate from the date of title vesting
      in such proceeding and Tenant shall have no claim for the value of any unexpired
      term of said lease. If only a part of the demised premises shall be condemned
      or
      taken, then, effective as of the date of vesting of title or taking possession,
      the rent shall be abated in an amount thereof apportioned according to the
      area
      of the demised premises so condemned or taken and Tenant’s Percentage shall be
      amended to reflect the new rentable square footage of the demised premises
      and
      the new square footage of the Building. If only a part of the Building shall
      be
      so condemned or taken, then (a) Landlord may, at its option, terminate this
      Lease as of the date of such vesting of title, by notifying Tenant in writing
      of
      such termination, or (b) if such condemnation or taking shall be a permanent
      condemnation or taking of a substantial part of the demised premises in Tenant’s
      reasonable judgment, Tenant may, at Tenant’s option, by delivery of written
      notice to Landlord within thirty (30) days following the date on which Tenant
      shall have received notice of vesting of title or taking possession, terminate
      this Lease as of the date of vesting of title or taking possession, or (c)
      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 in an amount thereof apportioned according to the
      area
      of the demised premises so condemned or taken and Tenant’s Percentage shall be
      amended to reflect the new rentable square footage of the demised premises
      and
      the new square footage of the Building and Landlord, at its expense, subject
      to
      building codes then in effect and subject to the extent of proceeds actually
      received by Landlord for such taking, shall proceed with reasonable diligence
      to
      repair, alter and restore the remaining parts of the Building and the demised
      premises to substantially their former condition (which in no event shall exceed
      Landlord’s pre-term construction obligations and which shall not include
      Tenant’s Work, if any) to the extent that the same may be feasible and so as to
      constitute a complete and tenantable Building and demised premises. If this
      Lease is terminated by Landlord or Tenant under this Article, this Lease and the
      term and estate hereby granted shall expire as of the date of such termination
      with the same effect as if that were the Expiration Date, and the rent payable
      hereunder shall be apportioned as of such date. It is expressly understood
      and
      agreed that, at Landlord’s option exercised in Landlord’s sole discretion, the
      provisions of this Article shall not be applicable to any condemnation or taking
      for governmental occupancy for a limited period. Landlord shall be entitled
      to
      receive the entire award in any 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, provided, however
      that Tenant shall have the right to make an independent claim to the condemning
      authority for the value of Tenant’s moving expenses and personal property, trade
      fixtures and equipment, provided Tenant is entitled pursuant to the terms hereof
      to remove such property, trade fixtures and equipment at the end of the term,
      and provided further such claim does not reduce Landlord’s award.

     

    Relocation/Surrender/Demolition: 23.
      A.
      Landlord shall have the right to relocate Tenant, at Landlord’s expense, from
      the demised premises to other office premises (the “Substitute Space”) of equal
      or greater size and comparable improvements located in the Building on at least
      sixty (60) days’ prior written notice thereof; and if such notice is given,
      Tenant shall surrender the demised premises and relocate to the Substitute
      Space
      identified therein on the date specified in such notice; provided, however,
      that
      the Substitute Space shall be reasonably acceptable to Tenant. If, however,
      Tenant shall determine that the proposed Substitute Space is not reasonably
      acceptable to it, then Tenant shall have the right to terminate this Lease
      by
      written notice given to Landlord (such writing is hereinafter referred to as
      a
“Dissatisfaction Notice”) within ten (10) days of the date Landlord gave Tenant
      notice of such Substitute Space (such notice from Landlord is hereinafter
      referred to as a “Shift Notice”) (time of the essence with regard to Tenant's
      obligations hereunder). If Tenant shall fail to give a Dissatisfaction Notice
      timely, then Tenant shall be deemed to have determined that the Substitute
      Space
      is reasonably acceptable to it. If Tenant shall timely give a Dissatisfaction
      Notice to Landlord, then, as of that date which is ninety (90) days following
      the date that Landlord shall have given Tenant a Shift Notice, this Lease shall
      terminate and Tenant shall, on or prior to such date, vacate and surrender
      the
      demised premises to Landlord as if such date were the date originally set forth
      in the Lease as the Expiration Date and all annual base rent prepaid by Tenant
      beyond said date shall be promptly refunded to Tenant; provided, however that
      Landlord may nullify such termination of this Lease under this Article
      23A
      by
      providing written notice to Tenant within thirty (30) days following the date
      that Landlord has received a Dissatisfaction Notice and upon the giving of
      such
      nullification notice the Shift Notice and the Dissatisfaction Notice given
      under
      this Article
      23A
      shall be
      deemed null and void and this Lease shall continue in full force and effect
      as
      if such Shift Notice and Dissatisfaction Notice were never given. If Tenant
      shall relocate to the Substitute Space, Landlord shall reimburse Tenant for
      Tenant’s reasonable relocation costs. From and after the relocation date
      specified by Landlord in its relocation notice, the Substitute Space shall
      be
      the demised premises under this Lease and this Lease shall otherwise be
      unchanged. 

     

    B.
      If in
      connection with improvements or work to be performed in the Building, including,
      without limitation, installing an elevator shaft, Landlord needs Tenant to
      surrender a portion of the demised premises to Landlord and if the balance
      of
      the demised premises shall be tenantable following such surrender, then Landlord
      shall have the right to give Tenant a minimum of 30 days prior written notice
      to
      surrender to Landlord said portion of the demised premises. If Landlord
      exercises its option, Tenant shall surrender the requested portion of the
      demised premises to Landlord and give Landlord access to the balance of the
      demised premises for the purpose of erecting walls and related work. From and
      after the date on which Landlord commences such work in accordance with said
      notice, the rent shall be adjusted on a $/rsf basis and Tenant’s Percentage
      shall be adjusted to reflect the new rentable square footage of the demised
      premises.

     

    C.
      If the
      demised premises abut or are contiguous with an elevator shaft and/or stairwell
      and if Landlord elects to remove said elevator shaft or stairwell, then,
      following the removal of said elevator shaft or stairwell, Landlord shall have
      the right to elect, by giving written notice to Tenant, that the demised
      premises include all or a portion of the area formerly comprising an elevator
      shaft and/or stairwell. If Landlord exercises its option, Tenant shall give
      Landlord access to the balance of the demised premises for the purpose of
      related work and from and after the date Landlord substantially completes its
      work in the demised premises with respect to the elevator shaft and/or
      stairwell, the rent shall be increased on a $/rsf basis based upon the then
      current $/rsf rate Tenant is paying hereunder, the other additional rent charges
      based on the rentable square footage of the demised premises, (such as, by
      way
      of example only, the trash charge and air-conditioning charge) and Tenant’s
      Percentage shall be increased each to reflect the new rentable square footage
      of
      the demised premises.

     

    D.
      At any
      time after December 14, 2010 (if the term of this Lease is extended beyond
      December 14, 2010 and Tenant acknowledges that it has no right to extend this
      Lease beyond December 14, 2010) or if, on or before December 14, 2010, the
      demised premises is no longer Suite 419 as described in this original Lease
      (prior to any amendments, modifications or supplements) because Tenant moves,
      relocates or leases additional premises or for any other reason, Landlord shall
      be entitled, on at least one hundred eighty (180) days’ prior written notice
      thereof, to terminate this Lease for the purpose of (i) demolishing the Building
      or (ii) renovating the Building for a conversion to residential use, and, in
      either case, this Lease shall come to an end on the date in such notice
      specified with the same force and effect as if such date were the date
      originally specified for the expiration of the term of this Lease.

     

    
      
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    Assignments
      & Subleases:
      24.
      Tenant expressly covenants that it shall not assign, mortgage or encumber this
      Lease, nor sublet or underlet, or suffer or permit the demised premises or
      any
      part thereof to be used by others, without the prior written consent of Landlord
      in each instance. Transfer of the majority of the stock of a corporate Tenant
      or
      the majority partnership interest of a partnership Tenant or the majority
      interest of any other Tenant entity shall be deemed an assignment. If Tenant
      desires to assign this Lease or sublet all or a portion of the demised premises,
      Tenant shall first notify Landlord in writing of its intention, and such notice
      shall include the amount of consideration paid for the assignment and/or
      sublease, the rents to be paid with respect to a sublease, the name of the
      proposed assignee or subtenant, together with its full address and a description
      of its proposed use (but nothing contained herein shall permit, nor obligate
      Landlord to permit, a use other than the use permitted by Article 1 of this
      Lease, it being understood that any change in use shall be subject to Landlord’s
      consent, which Tenant agrees may, notwithstanding anything contained herein
      to
      the contrary, be unreasonably withheld). Tenant shall include with such
      notification such financial information as may be available concerning the
      proposed assignee or subtenant, including, without limitation, current updated
      financial statements (which financial information shall be supplemented on
      demand if required by Landlord). If this Lease be assigned, or if the demised
      premises or any part thereof be sublet or occupied by anybody 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 herein reserved,
      but
      no such assignment, subletting, occupancy or collection shall be deemed an
      acceptance of the assignee, subtenant or occupant as tenant, or a waiver or
      release of Tenant from the further performance by Tenant of covenants on the
      part of Tenant herein contained. The consent by Landlord to an assignment or
      subletting shall not be construed to relieve Tenant from obtaining the express
      consent in writing of Landlord to any further assignment or subletting. Tenant
      shall pay Landlord, promptly upon demand therefor, for all reasonable costs
      and
      expenses (including, but not limited to, reasonable attorneys’ fees and
      disbursements) incurred by Landlord in connection with any assignment, transfer
      of interest or subletting (whether or not Landlord consents thereto) as
      additional rent hereunder. If this Lease is assigned or all or any portion
      of
      the demised premises is sublet, the obligations of Tenant and any guarantor
      of
      this Lease or any guarantor of the obligations of Tenant under this Lease as
      a
      primary obligor shall be unaffected and shall remain in full force and effect.
      No assignment, sublease or transfer of interest shall be effective unless and
      until the assignee, transferee or subtenant shall execute, acknowledge and
      deliver to Landlord a recordable agreement, in form and substance satisfactory
      to Landlord and counsel for Landlord, whereby the assignee, transferee or
      subtenant shall assume for the benefit of Landlord the obligations and
      performance of this Lease and agree to be personally bound by all of the
      covenants, agreements, terms, provisions and conditions hereof on the part
      of
      Tenant to be performed or observed, and whereby Tenant (and all guarantors
      of
      this Lease or of the Tenant’s obligations hereunder) covenants and agrees to
      remain liable as a primary obligor for the due performance of all of the
      covenants, agreements, terms, provisions and conditions of this Lease on the
      part of Tenant to be performed or observed, including, without limitation
      Article 1 hereof. Notwithstanding anything contained in this Lease to the
      contrary, in the event that it shall be found by a court of competent
      jurisdiction that Landlord was unreasonable in withholding its consent to the
      assignment of this Lease or the subletting of all or any portion of the demised
      premises, Tenant’s sole remedy shall be limited to specific performance and
      Tenant shall not be entitled to damages or any other affirmative relief or
      remedy as a result thereof. In the event of a leveraged buy-out or other
      take-over of Tenant, Landlord’s consent to an assignment of this Lease or
      subletting of the demised premises to the successor entity shall not be deemed
      to have been unreasonably withheld if said successor entity shall not have
      a net
      worth (in the event of a corporate entity, on a market value basis) as certified
      to by a certified public accountant at least equal to the net worth of Tenant
      upon the date of execution of this Lease. Every sublease of the demised
      premises, in whole or in part, shall be subject and subordinate to this Lease.
      

     

    Tenant
      shall promptly pay to Landlord, as additional rent hereunder, all consideration
      paid for all assignments of this Lease and all rent or additional rent or sum
      which Tenant shall receive from or on behalf of any assignee(s) or subtenant(s)
      or any occupant by, through or under Tenant, which is in excess of the rent
      and
      additional rent payable by Tenant in accordance with the provisions of this
      Lease (or in the event of a subletting of less than the whole of the demised
      premises, the rent and additional rent allocable to that portion of the demised
      premises affected by such sublease).

     

    In
      no
      event shall an assignee or sublessee be any of the following: a prospective
      tenant (or its designee) who is discussing or has discussed in the last six
      (6)
      months with Landlord (or Landlord’s agent) its need for space in the Building; a
      current tenant, subtenant or occupant of space in the Building or any other
      building owned by Landlord or an entity under common control with Landlord
      or a
      subsidiary, affiliate, parent, or successor thereof; any party not financially
      responsible or unable to adequately evidence financial responsibility to
      Landlord’s reasonable satisfaction; any party that will be engaged in a business
      or use that will require services from Landlord, or place demands on facilities
      in the Building of a different nature or to a greater extent than Landlord
      was
      required to afford before under this Lease, that is likely to adversely affect
      (or increase burdens on) any operation of Landlord or any tenant or occupant
      of
      the Building, breach this Lease or violate a restrictive covenant of Landlord,
      contravene any provision of a mortgage, net lease or any other agreement of
      Landlord’s; any party with whom Landlord has been involved in litigation; any
      party that is a domestic or foreign governmental entity; and/or any party who
      may claim diplomatic immunity. 

     

    Anything
      contained in this Lease to the contrary notwithstanding, within thirty (30)
      days
      after Landlord’s receipt of all information required by Landlord under this
      Article with respect to a proposed assignment or subletting, Landlord may give
      notice electing to terminate this Lease effective as of the last day of the
      month occurring sixty (60) days after such notice of termination is given;
      provided, however, that for the purposes of this paragraph only, Landlord may
      not terminate this Lease under this paragraph with respect to a proposed license
      of an individual office or desk within the demised premises to a person who
      is,
      or an entity which is, in the same business as Tenant, so long as the sum of
      the
      rentable square footage of the space licensed plus the rentable square footage
      of all other space licensed in the demised premises does not exceed ten (10%)
      percent of the total rentable square footage of the demised premises at the
      time
      of the proposed license and so long as Tenant retains direct control and
      supervision of such licensee. If Landlord shall give its termination notice
      as
      provided in this paragraph, the Term shall end on the effective date of
      termination as if such date had been the original Expiration Date hereof;
      provided, however, that Tenant may nullify such termination of this Lease under
      this Article
      24
      by
      providing written notice to Landlord within ten (10) business days following
      the
      date of Landlord’s termination notice and upon the giving of such nullification
      notice the proposed assignment or sublease and the termination notice shall
      each
      be deemed null and void and this Lease shall continue in full force and effect
      as if such assignment or sublease request and termination notice were never
      given. 

     

    Subordination:
      25.
      This Lease is subject and subordinate to all ground or underlying leases and
      to
      all mortgages which may now or hereafter affect such leases or the Real Property
      and to all renewals, modifications, consolidations, replacements and extensions
      of any such underlying leases and mortgages. This clause shall be self-operative
      and no further instrument of subordination shall be required by any ground
      or
      underlying lessor or by any mortgagee. In confirmation of such subordination,
      Tenant shall from time to time execute promptly any certificate or agreement
      that Landlord may request. Tenant agrees that if any holder of a superior lien
      succeeds to Landlord’s interest in the demised premises, Tenant will pay to such
      holder all rents subsequently payable under this Lease. Further, Tenant agrees
      that in the event of the enforcement by the holder of a superior lien of the
      remedies provided for by law or by such superior lien, Tenant will, upon request
      of any person or party succeeding to the interest of Landlord as a result of
      such enforcement, automatically (at the option of such holder) become the tenant
      of and attorn to such successor in interest without change in the terms or
      provisions of this Lease. Such successor in interest will not be bound by:
      any
      payment of rent or additional rent paid more than one month in advance; any
      amendment or modification of this Lease made without the written consent of
      such
      successor in interest; any claim against Landlord arising prior to the date
      on
      which such successor in interest succeeded to Landlord’s interest, including,
      without limitation, any claim for equitable or legal relief against such
      successor in interest for Landlord’s failure or inability to complete
      construction required to be done by Landlord under this Lease; and any security
      deposit required hereunder, unless said sums have actually been received by
      such
      successor in interest as security for Tenant’s performance of this
      Lease.

     

    
      
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    Estoppel
      Certificate:
      26.
      Tenant, at any time and from time to time, upon at least ten (10) days prior
      notice by Landlord, shall execute, acknowledge and deliver to Landlord, and/or
      to any other person, firm or corporation specified by Landlord, a statement
      certifying (i) that this Lease is unmodified and in full force and effect (or,
      if there have been modifications, that this Lease is in full force and effect
      as
      modified and stating the modifications), (ii) the dates to which the rent and
      additional rent have been paid, (iii) whether or not there exists a default
      by
      Landlord or Tenant under this Lease, and, if so, specifying each such default,
      and (iv) any other matters reasonably requested.

     

    Bankruptcy:
      27.
      Anything elsewhere in this Lease to the contrary notwithstanding, this Lease
      may
      be cancelled by Landlord by sending a written notice to Tenant within a
      reasonable time after the happening of any one or more of the following events:
      (1) the commencement of a case in bankruptcy or under the laws of any state
      naming Tenant or a guarantor of Tenant’s obligations under this Lease or any
      other party who is primarily liable for Tenant’s obligations under this Lease,
      as the debtor; or (2) the making by Tenant or a guarantor of Tenant’s
      obligations under this Lease or any other party who is primarily liable for
      Tenant’s obligations under this Lease of an assignment or any other arrangement
      for the benefit of creditors under any state statute. Neither Tenant nor any
      person claiming through or under Tenant, or by reason of any statute or order
      of
      court, shall thereafter be entitled to possession of the premises demised,
      but
      shall forthwith quit and surrender the demised premises. If this Lease shall
      be
      assigned in accordance with its terms, the provisions of this Article shall
      be
      applicable to the party then owning Tenant’s interest in this Lease. It is
      stipulated and agreed that if this Lease is terminated pursuant to this Article,
      Landlord shall, notwithstanding any other provisions of this Lease to the
      contrary, be entitled to recover from Tenant, as and for liquidated damages,
      an
      amount equal to the difference between the rent reserved hereunder for the
      unexpired portion of the term demised and the fair and reasonable rental value
      of the demised premises for the same period. In the computation of such damages
      the difference between any installment of rent becoming due hereunder after
      the
      date of termination and the fair and reasonable rental value of the demised
      premises for the period for which such installment was payable shall be
      discounted to the date of termination at the rate of four percent (4%) per
      annum. If the demised premises or any part thereof be relet by Landlord for
      the
      unexpired term of said lease, or any part thereof, before presentation of proof
      of such liquidated damages to any court, commission or tribunal, the amount
      of
      rent reserved upon such reletting shall be deemed to be the fair and reasonable
      rental value of the part or the whole of the demised premises so re-let during
      the term of the re-letting. Nothing herein contained shall limit or prejudice
      the right of the Landlord to prove and/or obtain as liquidated damages by reason
      of such termination, an amount equal to the maximum allowed by any statute
      or
      rule of law in effect at the time when such damages are to be proved; whether
      or
      not such amount be greater, equal to, or less than the amount of the difference
      referred to above. Without limiting any of the provisions hereof, if pursuant
      to
      the U.S. Bankruptcy Code, as the same may be amended, Tenant is permitted to
      assign this Lease in disregard of the restrictions contained in Article
      24
      or any
      other provisions of this Lease, Tenant agrees that adequate assurance of future
      performance by the assignee permitted under such code shall mean, in addition
      to
      all of the other requirements of the code, the payment to Landlord of all rent,
      additional rent and other amounts then due and payable under this Lease, the
      curing of all defaults by Tenant under this Lease and the deposit of cash
      security with Landlord in an amount equal to the sum of one (1) year’s annual
      base rent payable hereunder at the then current rate plus an amount equal to
      all
      additional rent payable under the provisions of this Lease for the calendar
      year
      preceding the year in which such assignment is intended to become effective,
      which deposit shall be held by Landlord, without interest, for the balance
      of
      the term of this Lease as security for the full and faithful performance of
      all
      of the obligations under this Lease on the part of Tenant yet to be performed.
      If Tenant receives or is to receive any valuable consideration for such an
      assignment of this Lease, such consideration, after deducting therefrom (A)
      the
      brokerage commissions, if any, and other expenses reasonably incurred by Tenant
      for such assignment and (B) any portion of such consideration reasonably
      designated by the assignee as paid for the purchase of Tenant’s property in the
      demised premises, shall be and become the sole and exclusive property of
      Landlord and shall be paid over to Landlord directly by such assignee. In
      addition, adequate assurance shall mean that any such assignee of this Lease
      shall have a net worth, exclusive of good will, equal to at least fifteen (15)
      times the aggregate of all of the annual base rent payable hereunder during
      the
      term of this Lease, plus all additional rent for the preceding calendar year
      as
      aforesaid. 

     

    Default,
      Remedies of Landlord, Fees and Waiver of Redemption:
      28. If
      (a) Tenant shall default in the observance of any of the provisions, covenants
      and conditions of this Lease (other than a default for the payment of rent
      or
      additional rent); or if Tenant shall fail to occupy the demised premises and
      open for business at the commencement of the term of this Lease, as above
      provided; or if the demised premises shall be abandoned, deserted or vacated;
      or
      if Tenant shall sublet the demised premises or assign this Lease, except as
      herein provided; or if Tenant shall be in default under any other obligations
      of
      Tenant to Landlord of any nature whatsoever, including in connection with any
      other lease between Tenant and any of the Landlords or between Tenant and any
      entity in which any partner of Landlord holds an interest; or if this Lease
      be
      rejected under §365 of Title 11 of the U.S. Bankruptcy Code); or if any
      execution or attachment shall be issued against Tenant or any of Tenant’s
      property whereupon the demised premises shall be taken or occupied by someone
      other than Tenant; or if Tenant shall have failed, after five (5) days written
      notice, to redeposit with Landlord any portion of the security deposited
      hereunder which Landlord has applied to the payment of any rent and additional
      rent due and payable hereunder; THEN,
      in any
      of the foregoing events, if such default shall continue for more than ten (10)
      days after written notice of such default or if said default or omission
      complained of shall be of a nature that the same cannot be completely cured
      or
      remedied within said ten (10) day period, and if Tenant shall not have
      diligently commenced to cure such default within such ten (10) day period,
      and
      shall not thereafter with reasonable diligence and in good faith, proceed to
      remedy or cure such default; or (b) if Tenant shall default in the payment
      of
      annual base rent or any item(s) of additional rent or other monies due
      hereunder, or any part of same, and any such default shall continue for more
      than three (3) days after written notice of such default; or (c) if twice in
      any
      twelve (12) month period Tenant shall have defaulted under its lease
      obligations, monetary or otherwise, and Landlord shall have commenced a summary
      proceeding to dispossess Tenant in each such instance (notwithstanding that
      such
      defaults may have been cured after the commencement of such summary proceeding,
      and then Tenant defaults a third time within such twelve (12) month period;
      THEN,
      in the
      event of (a), (b) or (c) above, Landlord may give Tenant a written five (5)
      day
      notice of termination of this Lease and, upon the expiration of said five (5)
      days, this Lease and the term thereunder shall end and expire as fully and
      completely as if the expiration of such five (5) day period were the day herein
      definitely fixed for the end and expiration of this Lease and the term hereof,
      and Tenant shall immediately quit and surrender the demised premises to
      Landlord, but Tenant shall remain liable as hereinafter provided. If said five
      (5) day notice of termination shall have been given, and the term shall have
      expired as aforesaid, then Landlord may, without notice, re-enter the demised
      premises either by force or otherwise, and dispossess Tenant and all occupants
      of the demised premises by summary proceedings or otherwise and remove their
      effects and property and hold the demised premises as if this Lease had not
      been
      made; Tenant hereby waiving the service of notice of intention to re-enter
      or to
      institute legal proceedings to that end. 

     

    In
      case
      of any default, event, re-entry, expiration, termination and/or dispossession
      by
      summary proceedings, or otherwise, Tenant shall, nevertheless, remain and
      continue liable to Landlord in a sum equal to all annual base rent and
      additional rent herein reserved for the balance of the term of this Lease as
      the
      same may become due and payable pursuant to the provisions of this Lease as
      if
      it were not terminated. Landlord may repair or alter the demised premises in
      such manner as to Landlord may seem necessary or advisable, and/or let or re-let
      the demised premises and any and all parts thereof for the whole or any part
      of
      the remainder of the original term hereof or for a longer period, in Landlord’s
      name, or as the agent of Tenant, and, out of any rent so collected or received,
      Landlord shall, first, pay to itself, the expense and cost of retaking,
      repossessing, repairing and/or altering the demised premises, and the expense
      of
      removing all persons and property therefrom, second, pay to itself, any cost
      or
      expense sustained in securing any new tenant or tenants, and third, pay to
      itself, any balance remaining on account of the liability of Tenant to Landlord
      for the sum equal to the annual base rent and additional rent reserved herein
      and unpaid by Tenant for the remainder of the term herein demised. The failure
      of Landlord to re-let the demised premises or any part or parts thereof shall
      not release or affect Tenant’s liability for damages. Any entry or re-entry by
      Landlord, whether had or taken under summary proceedings or otherwise, shall
      not
      absolve or discharge Tenant from liability hereunder. Should any rent so
      collected by Landlord after the payment aforesaid be insufficient fully to
      pay
      to Landlord a sum equal to all annual base rent and additional rent herein
      reserved, the balance or deficiency shall be paid by Tenant on the rent days
      herein specified; that is, upon each of such rent days Tenant shall pay to
      Landlord the amount of the deficiency then existing and Tenant shall be and
      remain liable for any such deficiency, and the right of Landlord to recover
      from
      Tenant the amount thereof, or a sum equal to the amount of all annual base
      rent
      and additional rent herein reserved if there shall be no re-letting, shall
      survive the issuance of any dispossessory warrant or other termination hereof.
      Tenant hereby expressly waives service of any notice of intention to re-enter
      subsequent to the giving of the aforesaid notices. Tenant hereby expressly
      waives any and all right to recover or regain possession of the demised premises
      or to reinstate or to redeem this tenancy or this Lease as is permitted or
      provided by or under any statute, law, or decision now or hereafter in force
      and
      effect. Tenant also waives the provisions of any law now or hereafter in effect
      relating to notice and delay in levy of execution in case of an eviction or
      dispossess of a tenant for non-payment of rent. Tenant shall reimburse Landlord,
      within five (5) days following written demand, for any counsel fees or
      collection charges incurred or expended by Landlord by reason of Tenant’s
      default in the performance of any provision, covenant, or condition of this
      Lease and any such amounts, at the option of Landlord, may be recovered in
      the
      same action or proceeding forming the basis of the default or in another action
      or proceeding.

     

    
      
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    Notwithstanding
      any other remedy provided for hereunder and without the requirement of notice,
      except as provided in this article, if Tenant shall not comply with any of
      its
      obligations hereunder, Landlord shall have the right, at Landlord’s sole option,
      at any time in the event of an emergency and otherwise after three (3) days
      notice to Tenant, to cure such breach at Tenant’s expense. Tenant shall
      reimburse Landlord, within three (3) days following demand, as additional rent,
      for all costs and expenses incurred by Landlord in curing such breach, together
      with interest computed thereon at the maximum rate permitted by law.
      Notwithstanding anything contained in this Lease, if Tenant fails to pay any
      monetary items due hereunder on the date the same are due and payable, a late
      charge of four ($.04) cents for each ONE ($1.00) DOLLAR so overdue shall become
      immediately due and payable to the Landlord as damages in compensation for
      the
      additional administrative, bookkeeping and collection expenses incurred by
      Landlord by reason of such failure to make prompt payment and the same shall
      be
      considered as additional rent hereunder payable together with the next
      installment of monthly rent. In addition, all such unpaid monetary items shall
      bear interest at the maximum rate permitted by law from the date such monies
      were due and payable until the date on which Landlord shall receive payment.
      Notwithstanding anything contained in this Lease, if Tenant fails to pay any
      monetary items due hereunder on the date the same are due and payable and a
      default notice is sent by Landlord, Tenant shall pay Landlord $500.00 as
      additional rent to compensate Landlord for charges incurred by Landlord relating
      to issuing a default notice and the same shall be payable together with the
      next
      installment of monthly base rent. 

     

    The
      rights and remedies whether herein or elsewhere provided in this Lease shall
      be
      cumulative and the exercise of any one right or remedy shall not preclude the
      exercise of or act as a waiver of any other right or remedy of Landlord
      hereunder, or which may be existing at law, or in equity, by statute or
      otherwise. Tenant hereby expressly waives any and all rights of redemption
      granted by or under any present or future laws.

     

    No
      Waiver:
      29. The
      failure of Landlord to seek redress for violation of, or to insist upon the
      strict performance of, any covenant or condition of this Lease, or of any of
      the
      rules and regulations, set forth 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, and 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 of any check or any letter accompanying any check or payment as 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. All checks tendered
      to
      Landlord as and for the rent of the demised premises shall be deemed payments
      for the account of Tenant. Landlord may apply such payment to any sums then
      due
      and payable by Tenant to Landlord as Landlord shall determine in its sole
      discretion. Acceptance by Landlord of rent from anyone other than Tenant shall
      not be deemed to operate as an attornment to Landlord by the payor of such
      rent,
      or as a consent by Landlord to an assignment or subletting by Tenant of the
      demised premises to such payor, or as a modification of the provisions of this
      Lease. 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 premises,
      and no agreement to accept such surrender shall be valid unless in writing
      signed by Landlord. No employee of Landlord or Landlord’s agent shall have any
      power to accept the keys of said premises prior to the termination of this
      Lease, and the delivery of keys to any such agent or employee shall not operate
      as a termination of this Lease or a surrender of the demised
      premises.

     

    Landlord’s
      Defaults:
      30. If
      Landlord defaults in any of its obligations under this Lease, Tenant shall
      give
      Landlord written notice of such default and Landlord shall have thirty (30)
      days
      following receipt of such notice to cure such default or, if such default cannot
      reasonably be cured within a thirty (30) day period, Landlord shall commence
      the
      cure of such default within thirty (30) days following receipt of such notice
      and thereafter shall proceed diligently to cure such alleged default. Tenant
      shall send a duplicate notice to any holder of a mortgage or other superior
      lien
      on the Building or this Lease of which Tenant has been notified in writing,
      and
      any such holder shall have the right to cure such alleged default within the
      same time period. Notwithstanding anything to the contrary contained herein,
      in
      no event shall Landlord be liable to Tenant for any consequential, indirect,
      special, exemplary or punitive damages.

     

    Consents
      and Approvals:
      31. If
      Tenant shall request Landlord’s consent or approval and Landlord shall fail or
      refuse to give such consent or approval, Tenant shall not be entitled to any
      damages for any withholding by Landlord of its consent or approval, it being
      agreed that Tenant’s sole remedy shall be an action for specific performance or
      an injunction, and that such remedy shall be available only in those cases
      where
      Landlord has expressly agreed in writing not to unreasonably withhold its
      consent or approval or where as a matter of law Landlord may not unreasonably
      withhold its consent or approval. 

     

    Inability
      to Perform:
      32.
      Except as otherwise provided herein, this Lease and the obligation of Tenant
      to
      pay rent hereunder and perform all of the other covenants and agreements
      hereunder on the part of Tenant to be performed shall in no wise be affected,
      impaired or excused because Landlord is unable to fulfill any of its obligations
      under this Lease or to supply or is delayed in supplying any service expressly
      or impliedly to be supplied or is unable to make, or is delayed in making any
      repair, additions, alterations or decorations or is unable to supply or is
      delayed in supplying any equipment or fixtures, if, in any such case, Landlord
      is prevented or delayed from so doing by reason of strike or labor troubles
      or
      any cause whatsoever beyond Landlord’s reasonable control, including, but not
      limited to, government pre-emption in connection with a national emergency
      or by
      reason of any Legal Requirements or by reason of the conditions of supply and
      demand which have been or are affected by war or other emergency. If there
      shall
      be a delay in the construction, repair or restoration of the demised premises
      or
      the Building or any portion thereof caused by strike, riots, acts of God,
      shortages of labor or materials, national emergency, governmental restrictions,
      laws or regulations, the act of, or failure to act by, Tenant, or for any other
      cause or causes beyond Landlord’s control, at Landlord’s option such delay shall
      not be a violation of this Lease, and the time periods set forth in this Lease
      for any such work shall at Landlord’s option be extended for a period of time
      equal to the period of delay.

     

    Waiver
      of Trial by Jury:
      33. It
      is mutually agreed by and between Landlord and Tenant that the respective
      parties hereto shall, and they hereby do, waive trial by jury in any action,
      proceeding or counterclaim brought by either of the parties hereto against
      the
      other (except for personal injury or property damage) on any matters whatsoever
      arising out of or in any way connected with this Lease, the relationship of
      the
      parties as landlord and tenant, Tenant’s use of or occupancy of the demised
      premises, and any emergency statutory or any other statutory remedy. It is
      further mutually agreed that if Landlord commences any proceeding or action
      for
      possession, including a summary proceeding for possession of the demised
      premises, Tenant will not interpose any counterclaim, of whatever nature or
      description, in any such proceeding, except for statutory mandatory
      counterclaims.

     

    
      
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    End
      of Term:
      34.
      Upon the expiration or other termination of the term of this Lease, Tenant
      shall
      quit and surrender to Landlord the demised premises vacant, “broom-clean”, in
      good order and condition, ordinary wear and damages which Tenant is not required
      to repair as provided elsewhere in this Lease excepted, and Tenant shall deliver
      to Landlord all keys required for access to the demised premises and the
      Building (including, without limitation, all keys provided to Tenant for access
      to the entrance, elevator, bathrooms and other Building common areas), disable
      and remove all security systems covering the demised premises and remove all
      of
      its property from the demised premises as required and as permitted by this
      Lease. Tenant shall assign to Landlord all warranties that are in effect at
      the
      end of the term of this Lease for all alterations, property and equipment which
      remain in the demised premises, with Landlord’s consent, after Tenant has
      surrendered possession thereof to Landlord. Tenant’s obligation to observe or
      perform this covenant shall survive the expiration or other termination of
      this
      Lease. Tenant acknowledges that it must surrender possession of the demised
      premises to Landlord at the expiration or sooner termination of the term of
      this
      Lease; time being of the essence with respect to Tenant’s obligation to do so.
      If, however, Tenant remains in possession of the demised premises at the
      expiration or earlier termination of the term hereof, Tenant, at Landlord’s
      option, shall be deemed to be occupying the demised premises as a tenant from
      month to month, at a monthly rental equal to twice the sum of (a) the monthly
      installment of the annual base rent payable during the last month of the term
      hereof plus (b) all additional rent due hereunder. Acceptance by Landlord of
      rent after the expiration or earlier termination of the Term hereof shall not
      constitute a consent to a month-to-month tenancy or result in a renewal. In
      the
      event of such holdover, Tenant’s occupancy of the demised premises, except as
      aforesaid, shall be subject to all other conditions, provisions and obligations
      of this Lease, but only insofar as the same are applicable to a month to month
      tenancy. Such month to month tenancy shall be terminable by Landlord upon one
      (1) month’s notice to Tenant, and if Landlord shall give such notice, Tenant
      shall quit and surrender the demised premises to Landlord as provided in this
      article. In the event that (a) Tenant shall remain in possession of the demised
      premises at the expiration or earlier termination of the Term hereof and
      Landlord shall not have elected to deem Tenant to be occupying the demised
      premises as a tenant from month-to-month or (b) Landlord shall terminate any
      month-to-month tenancy of the demised premises and Tenant shall fail to quit
      and
      surrender the demised premises to Landlord upon the termination date as provided
      in this article, then, in either such event, Tenant shall be liable to Landlord
      for all losses, damages, claims, costs and/or expenses incurred by Landlord
      by
      reason of Tenant’s failure to deliver timely possession of the demised premises
      to Landlord, including, without limitation, any consequential and incidental
      damages so incurred by Landlord, including, without limitation, all legal fees
      and court costs incurred by Landlord and all losses, damages, claims, costs
      and/or expenses incurred in connection with or arising from the inability of
      Landlord to lease and deliver possession of the demised premises, or any portion
      thereof, to any third party and/or the termination or cancellation of any lease
      of the demised premises, or any portion thereof to any third party.


     

    Quiet
      Enjoyment:
      35. So
      long as Tenant timely pays all annual base rent and additional rent due
      hereunder and performs all of Tenant’s other obligations hereunder within the
      time periods permitted under this Lease, Tenant shall peaceably and quietly
      hold
      and enjoy the demised premises during the term without hindrance or ejection
      by
      Landlord or any person lawfully claiming through or under Landlord, subject,
      nevertheless, to the provisions of this Lease.

     

    Notices:
      36.
      Except as otherwise in this Lease provided, all notices to be given pursuant
      to
      this Lease shall be in writing and sent by prepaid certified or registered
      U.S.
      mail, return receipt requested, or by a recognized overnight courier service
      which requires acknowledgment of receipt of delivery from addressee, to the
      address of the parties below specified or at such other address as may be given
      by written notice in the manner prescribed in this paragraph or, if to Tenant,
      by personal delivery to the demised premises. Notice shall be deemed to be
      given
      upon delivery to the U.S. Postal Service or recognized overnight courier service
      or if personal delivery, to the demised premises. Landlord’s address for notice
      shall be the address first set forth above for Landlord. Tenant’s address for
      notices given prior to the Commencement Date shall be the address first set
      forth above for Tenant. Tenant’s address for notices given on or subsequent to
      the Commencement Date shall be the address of the demised premises. Tenant
      covenants and agrees to give any mortgagee and/or ground lessor of the Building
      and/or Real Property notice of any default of Landlord under this Lease and
      the
      right to cure any default of Landlord within such reasonable period of time
      as
      may be required by such mortgagee and/or ground lessor. Notwithstanding the
      foregoing, rent bills, invoices and statements may be sent by ordinary mail
      or
      personal delivery. Landlord’s leasing and/or managing agent and/or counsel may
      each give statements, invoices, notices and/or other communication on behalf
      of
      Landlord and any such statements, invoices, notices and/or communications shall
      be deemed to have been given by Landlord. 

     

    Captions
      & Counterparts:
      37. The
      Captions are inserted only as a matter of convenience and for reference, and
      in
      no way define, limit or describe the scope of this Lease nor the intent of
      any
      provision thereof. This Lease may be executed in any number of counterparts,
      each of which shall be an original, but which together shall constitute one
      and
      the same instrument. 

     

    Definitions,
      Successors & Assigns:
      38. The
      words “re-enter” and “re-entry” as used in this Lease are not restricted to
      their technical legal meaning. The term “rent” includes the annual base rent,
      the annual rental rate whether so expressed or expressed in monthly
      installments, and additional rent payable hereunder. All provisions herein
      contained shall bind and inure to the benefit of the respective parties hereto,
      their heirs, personal representatives, successors and assigns, as the case
      may
      be. In the event Landlord or any successor-lessor (owner) of the demised
      premises shall convey or otherwise dispose of the demised premises and/or the
      Building and/or the Real Property, all liabilities and obligations of Landlord
      or such successor-lessor (owner), as Landlord under this Lease shall terminate
      upon such conveyance or disposal and written notice thereof to Tenant. If
      Landlord, or any successor in interest to Landlord, shall be an individual,
      joint venture, executor, estate, personal representative, conservator,
      tenancy-in-common, trustee, trust, limited liability company, limited liability
      partnership, partnership, general or limited, firm or corporation, there shall
      be no personal liability on the part of such individual or on the part of any
      members of such joint venture, tenancy-in-common, trustee, trust, company,
      partnership, firm or corporation, or its shareholders, members, managers,
      officers or directors, or on the part of such joint venture, estate,
      tenancy-in-common, trustee, trust, company, partnership, firm or corporation
      as
      to any of the provisions, covenants or conditions of this Lease. Tenant hereby
      acknowledges that it shall look solely to the real property interest of Landlord
      in the Building for the satisfaction or assertion of any claims, rights and
      remedies of Tenant against Landlord, in the event of breach by Landlord of
      any
      of the provisions, covenants or conditions of this Lease.

     

    Entire
      Agreement:
      39.
      This Lease contains the entire and only agreement between the parties concerning
      the demised premises. No prior oral or written statements or representation,
      if
      any, of any party hereto or any representative of a party hereto, not contained
      in this instrument, shall have any force or effect. This Lease shall not be
      modified in any way, except by a writing executed by Landlord and Tenant. No
      oral agreement or representations shall be deemed to constitute a lease other
      than this agreement. This agreement shall not be binding unless and until it
      shall have been executed and delivered by Landlord and Tenant. The submission
      of
      this Lease to Tenant prior to its execution by Landlord shall not be an offer
      to
      lease.

     

    Memorandum
      of Lease:
      40.
      Tenant shall not record this Lease or any memorandum of this Lease without
      Landlord’s prior written consent. The parties hereto agree that if a memorandum
      shall be recorded with respect to this Lease, then (i) such memorandum shall
      contain those provisions of this Lease as shall be mutually desired in the
      reasonable discretion of counsel for the parties hereto, provided that in no
      event shall such memorandum contain any provisions relevant to the base rent
      and/or additional rent payable under this Lease, and (ii) Tenant shall, upon
      Landlord’s request, execute and deliver to Landlord any and all documentation
      necessary to release such memorandum from record upon the expiration or sooner
      termination of the term of this Lease (and Tenant’s obligation to execute and
      deliver such a release shall survive the expiration or sooner termination of
      this Lease).

     

    Federal
      Tax Identification Number:
      41.
      Tenant hereby agrees that it shall provide to Landlord Tenant’s social security
      number or, if Tenant is or becomes an entity, Tenant’s federal employer
      identification number, within three (3) days following Landlord’s request
      therefor. Tenant hereby represents and warrants to Landlord that Tenant’s
      federal employer tax identification number is 11-3409392. 

     

    
      
        Please
          Initial: Landlord _____ Tenant _____

        
        

      

      
        Page
          12

        
          

        

      

      
        
        

      

    

     

    Directory:
      42.
      Landlord shall upon Tenant’s request, post on the Building’s directory (the
“Directory”) Tenant’s name and a maximum of six (6) individuals’ names who are
      officers or employees of Tenant. If Landlord shall list any individual or entity
      name other than that of Tenant, such listing shall neither grant such party
      any
      right or interest in this Lease and/or the demised premises, nor constitute
      Landlord’s consent to an assignment or sublease to, or occupancy by, such party.
      Such listing may be terminated by Landlord at any time in Landlord’s reasonable
      judgment, without prior notice, and Landlord may charge Tenant a reasonable
      charge for any changes in listings requested by Tenant.

     

    See
      rider and exhibits attached hereto and hereby made a part
      hereof.

    


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

    
      	 	 	 
	 	
              WASHINGTON
                GROUP L.L.C.

            
	 	By:	DW Associates, L.P., as managing
              member
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            


      	 	 	 
	 	30
              MAIN LLC
	 	By:	DW Associates, L.P., as managing
              member
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
(collectively
              Landlord)
	 	
            


      	 	 	 
	Witness for Tenant:	 	
              FUTURE
                NOW, INC., a
                Delaware corporation, doing business in the State of New York as
                Future
                Now Group

            
	 
 	 
 	 
 
	
            	By:  	
            
	
              
 	 	
              
(Tenant)
	 	
            


    

     

    ACKNOWLEDGEMENT

     

    STATE
      OF
      NEW YORK

    SS.:

    COUNTY
      OF

    


    On the
      ________ day of October in the year 2007, 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(s) whose name(s) is (are) subscribed to the within instrument
      and acknowledged to me that he/she/they executed the same in his/her/their
      capacity(ies), and that by his/her/their signature(s) on the instrument, the
      individual(s), or the person upon behalf of which the individual(s) acted,
      executed the instrument.

    
      	 	 	 	 
	
            	 	 	
            
	
            	 	 	
              
NOTARY
              PUBLIC




    
      
        Please
          Initial: Landlord _____ Tenant _____

        
        

      

      
        Page
          13

        
          

        

      

      
        
        

      

    


    LEASE
      FORM INDEX


    
      	
              Clause

            	 	
              Page

            
	
              Additional
                Covenants

            	 	
              6

            
	
              Alterations

            	 	
              3

            
	
              As
                Is

            	 	
              2

            
	
              Assignments
                & Subleases

            	 	
              9

            
	
              Bankruptcy

            	 	
              10

            
	
              Base
                Rent

            	 	
              1

            
	
              Building
                Alterations

            	 	
              6

            
	
              Building
                Services

            	 	
              2

            
	
              Captions
                & Counterparts

            	 	
              12

            
	
              Casualty

            	 	
              7

            
	
              Consents
                and Approvals

            	 	
              11

            
	
              Definitions,
                Successors & Assigns

            	 	
              12

            
	
              Demolition

            	 	
              8

            
	
              Directory

            	 	
              13

            
	
              Electricity

            	 	
              2

            
	
              Eminent
                Domain

            	 	
              8

            
	
              End
                of Term

            	 	
              12

            
	
              Entire
                Agreement

            	 	
              12

            
	
              Estoppel
                Certificate

            	 	
              10

            
	
              Excavation
                Shoring

            	 	
              6

            
	
              Failure
                to Give Possession

            	 	
              3

            
	
              Federal
                Tax Identification Number

            	 	
              12

            
	
              Garbage

            	 	
              6

            
	
              Inability
                to Perform

            	 	
              11

            
	
              Landlord’s
                Access to Demised Premises

            	 	
              4

            
	
              Landlord’s
                Defaults

            	 	
              11

            
	
              Laws,
                Compliance With

            	 	
              5

            
	
              Memorandum
                of Lease

            	 	
              12

            
	
              No
                Waiver

            	 	
              11

            
	
              Notices

            	 	
              12

            
	
              Partial
                Surrender

            	 	
              8

            
	
              Quiet
                Enjoyment

            	 	
              12

            
	
              Real
                Estate Taxes

            	 	
              2

            
	
              Relocation

            	 	
              8

            
	
              Repairs

            	 	
              4

            
	
              Rules
                and Regulations

            	 	
              6

            
	
              Security
                Deposit

            	 	
              2

            
	
              Signs

            	 	
              5

            
	
              Subordination

            	 	
              9

            
	
              Tenant
                Defaults

            	 	
              10

            
	
              Tenant’s
                Insurance

            	 	
              7

            
	
              Use

            	 	
              1

            
	
              Utilities
                & Other Services

            	 	
              2

            
	
              Waiver
                of Trial by Jury

            	 	
              11

            


    

     

    
      
        Please
          Initial: Landlord _____ Tenant _____

        
        

      

      
        Page
          14

        
          

        

      

      
        
        

      

    


    
      	 
	
              RIDER
                ATTACHED TO AND FORMING A PART OF LEASE DATED AS OF SEPTEMBER 1,
                2007 BY
                AND BETWEEN WASHINGTON GROUP L.L.C. AND 30 MAIN LLC (COLLECTIVELY
                “LANDLORD”) AND FUTURE NOW, INC. (“TENANT”) FOR PREMISES KNOWN AS SUITE
                419 IN THE BUILDING KNOWN AS 55 WASHINGTON STREET, BROOKLYN,
                NY

            


    

     

    In
      the
      event of any inconsistency between the provisions of this rider and the
      provisions of the Lease to which this rider is attached, the provisions of
      this
      rider shall control.

     

    43.
       Water
      Charges:
      If
      Tenant requires, uses or consumes water for any purpose in the demised premises
      other than ordinary lavatory purposes (of which fact Landlord shall be the
      sole
      judge), Landlord may install a water meter and thereby measure Tenant’s water
      consumption for all purposes. Tenant shall pay Landlord for the cost of the
      meter and the cost of the installation. Throughout the duration of Tenant’s
      occupancy, Tenant shall keep said meter and installation equipment in good
      working order and repair at Tenant’s own cost and expense. In the event Tenant
      fails to maintain the meter and installation equipment in good working order
      and
      repair (of which fact Landlord shall be the sole judge) Landlord may cause
      such
      meter and equipment to be replaced or repaired, and collect the cost thereof
      from Tenant as additional rent. Tenant agrees to pay for water consumed as
      shown
      on said meter as and when bills are rendered, and in the event Tenant defaults
      in the making of such payment, Landlord may pay such charges and collect the
      same from Tenant as additional rent. Tenant covenants and agrees to pay, as
      additional rent, the sewer rent, charge or any other tax, rent or levy which
      now
      or hereafter is assessed, imposed or a lien upon the demised premises, or the
      realty of which they are a part, pursuant to any law, order or regulation made
      or issued in connection with the use, consumption, maintenance or supply of
      water, the water system or sewage or sewage connection or system. If the demised
      premises is supplied with water through a meter which measures the water
      consumption of other tenants as well as the demised premises, Tenant shall
      pay
      to Landlord, as additional rent, on the first day of each month, that portion
      of
      the meter charges that relate to Tenant’s use. Independently of, and in addition
      to, any of the remedies reserved to Landlord hereinabove or elsewhere in this
      Lease, Landlord may sue for and collect any monies to be paid by Tenant, or
      paid
      by Landlord, for any of the reasons or purposes hereinabove set
      forth.

     

    44. Electric
      Current:
      

     

    A.
       Supplementing
      Article
      5
      hereof,
      electricity shall be furnished to Tenant on a “submetering” basis. Tenant shall
      pay Landlord (or at Landlord’s option, Landlord’s agent) as additional rent
      within ten (10) days following demand made therefor for all electricity
      furnished to and/or consumed in the demised premises on a submetering basis
      from
      and after the date possession of the demised premises is delivered to Tenant
      at
      charges, terms and rates, including, without limitation, fuel adjustments and
      taxes, equal to the SC-4 rate for Consolidated Edison plus eleven percent (11%)
      for transmission line loss and other redistribution costs. If, in Landlord’s
      judgment, Tenant’s use shall require more than one (1) submeter in the demised
      premises, Landlord shall install additional submeter(s) in the demised premises
      at Tenant’s sole cost and expense. If there is more than one submeter in the
      demised premises, each meter may be computed and billed separately in accordance
      with the rates and terms set forth herein. If any tax is imposed upon Landlord’s
      receipt from the sale or resale of electrical energy or gas or telephone service
      to Tenant by any federal, state or municipal authority, Tenant covenants and
      agrees that where permitted by law, Tenant’s pro-rata share of such taxes shall
      be passed on to and included in the amount charged to, and paid by Tenant to
      Landlord as additional rent. If there are problems with the demised premises’
submeters and/or the submeters cannot be used, Landlord shall promptly and
      diligently perform such work as is necessary so that such submeters can be
      used,
      and the parties agree that, at Landlord’s option, if it cannot reasonably be
      determined what Tenant’s usage was while such submeters were not in use,
      Tenant’s annual actual cost for electricity shall be deemed to be a sum equal to
      $3.00 times the agreed rentable square foot area of the demised premises,
      changed in the same percentage as any increases in the cost to Landlord for
      electricity for the entire Building subsequent to January 1, 2004 because of
      electric rate, time of day charges, service classification or market price
      changes. Tenant, shall not, without Landlord’s prior written consent in each
      instance, connect any fixtures, appliances or equipment (other than a reasonable
      number of table and floor lamps, typewriters, personal computers and similar
      small office machines using comparable electric current) to the Building’s
      electric distribution system nor make any alteration or addition to the
      electrical system of the demised premises. Should Landlord grant such consent,
      all additional risers or other equipment required therefor shall be provided
      by
      Landlord upon notice to Tenant, and all reasonable and out-of-pocket cost and
      expenses of Landlord in connection therewith shall be paid by Tenant as
      additional rent upon demand by Landlord.

     

    
      
        Please
          Initial: Landlord _____ Tenant _____

        
        

      

      
        Rider
          page1

        
          

        

      

      
        
        

      

    

     

    B.
       Landlord
      reserves the right to discontinue furnishing electric current to Tenant on
      a
      submetering basis at any time upon not less than sixty (60) days’ notice to
      Tenant. If Landlord elects not to furnish electric current to Tenant on a
      submetering basis, Tenant shall arrange to obtain electric current directly
      from
      the public utility company supplying electric current to the Building; and
      in
      that event, all risers, equipment and other facilities which may be required
      for
      Tenant to obtain electric current directly from such public utility corporation
      and may already be in the Building, may be used by Tenant at no additional
      charge to Tenant. If Landlord exercises its right to discontinue furnishing
      electric current to Tenant, this Lease shall continue in full force and effect
      and shall be unaffected thereby, except only that, from and after the effective
      date of such discontinuance, Landlord shall not be obligated to furnish electric
      current to Tenant on a submetering basis; however, if Tenant is unable to obtain
      direct electric service by the effective date of such discontinuance, so long
      as
      Tenant continues to make reasonable efforts to obtain direct electric service,
      Landlord shall continue to provide electric service until Tenant has obtained
      direct electric service. If, in Landlord’s reasonable judgment, additional
      risers are required, such risers shall be installed by Landlord at Tenant’s
      reasonable expense, payable in advance to Landlord upon demand, provided same
      will not cause damage or injury to the Building or any part thereof or create
      a
      hazardous condition or entail excessive alterations, repairs or expense or
      unreasonably interfere with or disturb any other tenants or occupants of the
      Building, and in any event, any such installation shall be maintained by Tenant,
      at its expense and shall be subject to such reasonable conditions as Landlord
      and/or the utility company may require. Landlord’s election to not furnish
      electric current to Tenant shall not be deemed a lessening or diminution of
      services within the meaning of any law, rule or regulation now or hereafter
      enacted, promulgated or issued.

     

    45. As
      Is; Landlord’s Work: 
      Notwithstanding anything to the contrary contained herein, Landlord shall,
      at
      its expense, perform, or cause to be performed, all work necessary so that
      a
      third (3rd)
      window
      air conditioning unit has been installed in the demised premises at a location
      designated by Landlord (such work is herein referred to as “Landlord’s Work”).
      Tenant shall perform all other work (“Tenant’s Work”) necessary for it to use
      the demised premises as contemplated in this Lease and such work shall be
      performed in accordance with the Legal Requirements, at Tenant’s sole expense,
      pursuant to plans, drawings and specifications therefor prepared by Tenant
      and
      submitted to, and approved by Landlord and subject to the terms of this Lease,
      including, without limitation, Article
      10 hereof.
      

     

    46. Air
      Conditioning:
      Tenant
      shall, at its own cost and expense, operate, maintain, repair and replace the
      air-conditioning equipment (hereinafter called the “AC System”) now or hereafter
      located in or servicing the demised premises. If there is a warranty on the
      AC
      System, Landlord shall either assign such warranty to Tenant or reasonably
      cooperate with Tenant so that Tenant may have the benefit of such warranty.
      The
      electricity consumed by the AC System shall be paid for by Tenant as set forth
      in the applicable provisions of Article
      44
      hereof.
      Installation of any additional air-conditioning equipment is considered an
      alteration and as such shall be subject to the provisions of Article 10 hereof.
      If
      any
      permit or license is required for the operation of the AC System, Tenant shall,
      at Tenant’s expense, obtain and maintain any such permit or license unless
      Landlord elects to obtain the same on Tenant’s behalf and at Tenant’s expense.


     

    47. Cleaning/Trash
      Services:
      Tenant
      shall obtain and pay for cleaning services for the demised premises at Tenant’s
      sole cost and expense. Tenant shall pay Landlord $52.27 per month as additional
      rent hereunder on or before the 1st
      day of
      each month during the Term hereof and during all additional periods Tenant
      is in
      possession of the demised premises and/or in occupancy of the demised premises
      for ordinary office trash collection from a location designated by Landlord,
      subject to reasonable adjustment from time to time, to reflect Landlord’s
      standard trash collection charges based upon the relative size of the space
      occupied by a tenant. 

     

    48.
       No
      Broker:
      Tenant
      warrants and represents to Landlord that Tenant has not had any conversations,
      correspondence or dealings with any real estate broker, agent or finder in
      connection with this Lease and/or concerning the renting or leasing of premises
      located in the Building and Tenant covenants and agrees to indemnify, defend
      and
      hold Landlord harmless on demand from and against any and all costs, expenses
      or
      liability (including reasonable attorneys’ fees) for any compensation,
      commissions, fees and charges claimed by any broker, agent or finder in
      connection with this Lease and/or concerning the renting or leasing of premises
      located in the Building due to conversations, correspondence or dealings of
      Tenant with the claimant. 

     

    
      
        Please
          Initial: Landlord _____ Tenant _____

        
        

      

      
        Rider
          page2

        
          

        

      

      
        
        

      

    

     

    49. ICIP/CEP/ECSP:
      

     

    A.
      Tenant’s percentage share of the Building is: 0.931%. Landlord and Tenant
      acknowledge that Landlord may apply for or has already applied for a certificate
      of eligibility from the Department of Finance of the City of New York
      determining that Landlord is eligible to apply for exemption from tax payments
      for the Building pursuant to the provisions of Section 11-256 through 11-267
      (the “ICIP Program”) of the Administrative Code of the City of New York and the
      regulations promulgated pursuant to the ICIP Program. Any such tax exemption
      for
      the Building is referred to as “Tax Exemption” and the period of such Tax
      Exemption is referred to as the “Tax Exemption Period”. Landlord agrees that
      Tenant shall not be required to (a) pay Taxes or charges which become due
      because of the willful neglect or fraud by Landlord in connection with the
      ICIP
      Program or (b) otherwise relieve or indemnify Landlord from any personal
      liability arising under the ICIP Program, except where imposition of such Taxes,
      charges or liability is occasioned by actions of Tenant in violation of this
      Lease. Tenant agrees (i) to report to Landlord, as often as is necessary under
      such regulations, the number of workers engaged in employment in the demised
      premises, the nature of each worker’s employment and the residency of each
      worker and to provide access to the demised premises by employees and agents
      of
      the Department of Finance of the City of New York at all reasonable times at
      the
      request of Landlord, (ii) that any work performed by Tenant or any person or
      entity claiming through or under Tenant shall be subject to the requirements
      of
      Executive Order No. 50 (April 25, 1980) and the Rules and Regulations
      promulgated thereunder (collectively, “EO 50”) and the ICIP Program and (iii)
      that Tenant will comply with and cause its general contractor, construction
      manager, and all other subcontractors (collectively, the “Contractors”) to
      comply with EO 50 and the ICIP Program. Tenant represents to the Landlord that,
      within the seven (7) years immediately preceding the date of this Lease, Tenant
      has not been adjudged by a court of competent jurisdiction to have been guilty
      of (x) an act, with respect to a building, which is made a crime under the
      provisions of Article 150 of the Penal Law of the State of New York or any
      similar law of another state, or (y) any act made a crime or violation by the
      provisions of Section 235 of the Real Property Law of the State of New York,
      nor
      is any charge for a violation of such laws presently pending against Tenant.
      Upon request of Landlord, from time to time, Tenant agrees to update said
      representation when required because of the ICIP Program and regulations
      thereunder. Tenant further agrees to cooperate with Landlord in compliance
      with
      such ICIP Program and regulations to aid Landlord in obtaining and maintaining
      the Tax Exemption and, if requested by Landlord, to post a notice in a
      conspicuous place in the demised premises and to publish a notice in a newspaper
      of general circulation in the City of New York, in such form as shall be
      prescribed by the Department of Finance stating that persons having information
      concerning any violation by Tenant of Section 235 of the Real Property Law
      or
      any Section of Article 150 of the Penal Law or any similar law of another
      jurisdiction may submit such information to the Department of Finance to be
      considered in determining Landlord’s eligibility for benefits. Tenant
      acknowledges that its obligations may be greater if Landlord fails to obtain
      a
      Tax Exemption, and agrees that Landlord shall have no liability to Tenant nor
      shall Tenant be entitled to any abatement or diminution of rent if Landlord
      fails to obtain a Tax Exemption.

     

    B.
      Landlord has applied or may hereafter apply to make the demised premises
      eligible for the New York City Commercial Enhancement Program (“CEP”). If Tenant
      is deemed eligible for CEP, any reduction in real property taxes on the Tenant’s
      Percentage thereof will be passed through to the tenant after deducting the
      fee
      payable in connection with the CEP application. Tenant understands that the
      minimum required expenditure for any given space to be eligible for CEP is
      $2.50
      per square foot or $25 per square foot, depending on the length and nature
      of
      this Lease. Tenant also understands that all abatements granted under CEP are
      contingent upon Landlord’s payment of real estate taxes, water or sewer charges,
      and/or other lienable charges during the benefit period. Benefits will be
      revoked if such charges are not paid as provided in the relevant
      law.

     

    C.
      Tenant
      agrees to submit a complete Energy Cost Savings Program (“ECSP”) application to
      the New York City Department of Business Services (“DBS”) as directed by
      Landlord or Landlord’s representative. Tenant agrees to comply with ECSP and DBS
      rules and regulations regarding same. This includes the submission of all
      appropriate documentation required for the ECSP approval including, but not
      limited to, one week of payroll information current at the time of application
      submittal, disclosing the identity of all company principals, and the like.
      Landlord will cooperate with Tenant’s application process as it may pertain to
      the supplying of Landlord requisite information. If Tenant has an existing
      lease
      at the time of ECSP building approval, it must submit the completed ECSP
      application to DBS within ninety (90) days of such approval and notification
      by
      Landlord.

     

    D.
      In no
      event shall Landlord have any liability to Tenant if Landlord fails to obtain
      the benefits, in whole or in part, of any tax abatement, credit or exemption
      described in this Article or otherwise.

    


    END
      OF
      RIDER

     

    
      
        Please
          Initial: Landlord _____ Tenant _____

        
        

      

      
        Rider
          page3

        
          

        

      

      
        
        

      

    


    Exhibit
      A - demised premises drawing

     

     

     

     

     

     

     

    
      
        Please
          Initial: Landlord _____ Tenant _____