Unassociated Document


     

    


    


    AGREEMENT
      OF LEASE

    


    


    Between

    


    


    ALLWOOD
      ASSOCIATES I,

    As
      Landlord

    


    


    And

    


    


    COLUMBIA
      LABORATORIES, INC.,

    As
      Tenant

    


    


    Dated:
      July 6, 2007

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	
              DEFINITIONS

            	
              5

            
	
              ADDITIONAL
                RENT

            	
              5

            
	
              BASIC
                RENT

            	
              5

            
	
              BROKER

            	
              5

            
	
              BUILDING

            	
              5

            
	
              BUILDING
                HOLIDAY

            	
              5

            
	
              COMMENCEMENT
                DATE

            	
              5

            
	
              CONTROL

            	
              5

            
	
              EXCUSABLE
                DELAY

            	
              5

            
	
              GOVERNMENTAL
                AUTHORITY

            	
              6

            
	
              LEASE
                YEAR

            	
              6

            
	
              PARKING
                SPACES

            	
              6

            
	
              PREMISES

            	
              6

            
	
              REAL
                PROPERTY

            	
              6

            
	
              RENTABLE
                AREA OF THE BUILDING

            	
              6

            
	
              RENTABLE
                AREA OF THE PREMISES

            	
              6

            
	
              SECURITY
                DEPOSIT

            	
              6

            
	
              STRUCTURAL
                REPAIRS

            	
              6

            
	
              TENANT
                DELAY

            	
              6

            
	
              TENANT’S
                PROPORTIONATE SHARE

            	
              6

            
	
              TERM

            	
              6

            
	
              TERMINATION
                DATE

            	
              7

            
	
              ARTICLE
                I

            	
              7

            
	
              1.
                RENT

            	
              7

            
	
              ARTICLE
                II

            	
              7

            
	
              2.
                USE

            	
              7

            
	
              ARTICLE
                III

            	
              8

            
	
              3.
                LANDLORD’S WORK

            	
              8

            
	
              ARTICLE
                IV

            	
              8

            
	
              4.
                ACCEPTANCE

            	
              8

            
	
              ARTICLE
                V

            	
              9

            
	
              5.
                COMPLIANCE WITH LAWS AND INSURANCE REQUIREMENTS

            	
              9

            
	
              ARTICLE
                VI

            	
              9

            
	
              6.
                PERSONAL PROPERTY TAXES

            	
              9

            
	
              ARTICLE
                VII

            	
              9

            
	
              7.1
                ADDITIONAL RENT

            	
              9

            
	
              7.2
                REAL ESTATE TAXES

            	
              9

            
	
              7.3
                LANDLORD'S OPERATING EXPENSES

            	
              10

            
	
              7.4
                LANDLORD'S STATEMENTS

            	
              12

            
	
              ARTICLE
                VIII

            	
              12

            
	
              8.
                RULES AND REGULATIONS

            	
              12

            
	
              ARTICLE
                IX

            	
              13

            
	
              9.
                LANDLORD'S RIGHT OF ENTRY

            	
              13

            
	
              ARTICLE
                X

            	
              13

            
	
              10.1
                MAINTENANCE BY TENANT

            	
              13

            
	
              10.2
                MAINTENANCE BY LANDLORD

            	
              13

            
	
              ARTICLE
                XI

            	
              14

            
	
              11.
                ALTERATIONS OR IMPROVEMENTS BY TENANT

            	
              14

            
	
              ARTICLE
                XII

            	
              15

            
	
              12.
                ASSIGNMENT AND SUBLETTING

            	
              15

            
	
              ARTICLE
                XIII

            	
              17

            
	
              13.
                SURRENDER

            	
              17

            
	
              ARTICLE
                XIV

            	
              17

            
	
              14.
                HOLDING OVER

            	
              17

            
	
              ARTICLE
                XV

            	
              18

            
	
              15.1
                LANDLORD'S SERVICES

            	
              18

            
	
               

            	 


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
      	 	 
	
              15.2
                ELECTRICITY

            	
              18

            
	
              ARTICLE
                XVI

            	
              19

            
	
              16.
                QUIET ENJOYMENT

            	
              20

            
	
              ARTICLE
                XVII

            	
              20

            
	
              17.
                AIR AND LIGHT

            	
              20

            
	
              ARTICLE
                XVIII

            	
              20

            
	
              18.
                DEFAULT

            	
              20

            
	
              ARTICLE
                XIX

            	
              20

            
	
              19.
                LANDLORD'S RIGHTS UPON TENANT'S DEFAULT

            	
              20

            
	
              ARTICLE
                XX

            	
              22

            
	
              20.
                LANDLORD'S REMEDIES CUMULATIVE:EXPENSES

            	
              22

            
	
              ARTICLE
                XXI

            	
              23

            
	
              21.
                SUBORDINATION, ESTOPPEL AND ATTORNMENT

            	
              23

            
	
              ARTICLE
                XXII

            	
              23

            
	
              22.
                DAMAGE BY FIRE OR OTHER CASUALTY

            	
              24

            
	
              ARTICLE
                XXIII

            	
              24

            
	
              23.
                MUTUAL WAIVER OF SUBROGATION CASUALTY

            	
              24

            
	
              ARTICLE
                XXIV

            	
              24

            
	
              24.
                CONDEMNATION

            	
              24

            
	
              ARTICLE
                XXV

            	
              25

            
	
              25.
                CHANGES SURROUNDING BUILDING

            	
              25

            
	
              ARTICLE
                XXVI

            	
              25

            
	
              26.
                NOTICES

            	
              25

            
	
              ARTICLE
                XXVII

            	
              25

            
	
              27.
                NO WAIVER

            	
              25

            
	
              ARTICLE
                XXVIII

            	
              26

            
	
              28.
                LANDLORD'S RESERVED RIGHTS

            	
              26

            
	
              ARTICLE
                XXIX

            	
              26

            
	
              29.
                LANDLORD'S LIABILITY

            	
              26

            
	
              ARTICLE
                XXX

            	
              26

            
	
              30.
                TENANT'S LIABILITY

            	
              26

            
	
              ARTICLE
                XXXI

            	
              27

            
	
              31.
                TENANT'S INSURANCE

            	
              27

            
	
              ARTICLE
                XXXII

            	
              27

            
	
              32.
                MECHANICS' LIENS

            	
              27

            
	
              ARTICLE
                XXXIII

            	
              27

            
	
              33.
                NOTICE OF FIRE AND ACCIDENTS

            	
              27

            
	
              ARTICLE
                XXXIV

            	
              27

            
	
              34.
                RELEASE OF LANDLORD

            	
              27

            
	
              ARTICLE
                XXXV

            	
              28

            
	
              35.
                USE OF SECURITY DEPOSIT

            	
              28

            
	
              ARTICLE
                XXXVI

            	
              28

            
	
              36.
                DIRECTORY

            	
              28

            
	
              ARTICLE
                XXXVII

            	
              28

            
	
              37.
                HAZARDOUS WASTE, AIR, WATER AND GROUND POLLUTION

            	
              28

            
	
              ARTICLE
                XXXVIII

            	
              29

            
	
              38.1
                ISRA COMPLIANCE

            	
              29

            
	
              38.2
                CONDITION PRECEDENT TO ASSIGNMENT AND SUBLEASE

            	
              29

            
	
              ARTICLE
                XXXIX

            	
              30

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    
      	
               

            	 
	 	 
	
              39.
                TENANT RELOCATION

            	
              30

            
	
              ARTICLE
                XL

            	
              30

            
	
              40.
                OPTION TO RENEW

            	
              30

            
	
              ARTICLE
                XLI

            	
              31

            
	
              41.
                MISCELLANEOUS

            	
              31

            
	
              41.1
                ENTIRE AGREEMENT

            	
              31

            
	
              41.2
                JURY TRIAL WAIVER

            	
              32

            
	
              41.3
                FORCE MAJEURE

            	
              32

            
	
              41.4
                BROKER

            	
              32

            
	
              41.5
                SEPARABILITY

            	
              32

            
	
              41.6
                INTERPRETATION

            	
              32

            
	
              41.7
                FINANCIAL STATEMENTS

            	
              33

            
	
              41.8
                EMBARGOED PERSON

            	
              33

            
	
              ATTACHMENTS:

            	 
	
              WORKLETTER

            	 
	
              BUILDING
                MAINTENANCE SPECIFICATIONS

            	 
	
              EXHIBIT
                A

            	 


    

    



    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    


    AGREEMENT
      OF LEASE

     

    


    AGREEMENT
      OF LEASE
      made
      this 6th
      day of
      July, 2007 between ALLWOOD ASSOCIATES I, a New Jersey general partnership,
      having a principal place of business at c/o Eastman Management Corporation,
      651
      W. Mt. Pleasant Ave., Livingston, NJ 07039 hereinafter referred to as
      "Landlord"; and COLUMBIA LABORATORIES, INC., a Delaware corporation, currently
      having an office and principal place of business at 354 Eisenhower Parkway,
      Livingston, New Jersey 07039, hereinafter referred to as "Tenant".

    


    


    WITNESSETH:

    


    For
      and
      in consideration of the covenants herein contained, and upon the terms and
      conditions herein set forth, Landlord and Tenant agree as follows:

    


    


    DEFINITIONS

    


    For
      all
      purposes of this Lease and all agreements supplemental thereto or modifying
      this
      Lease, the following terms shall have the meaning specified:

    


    "ADDITIONAL
      RENT"

    
      	 	 	
              ADDITIONAL
                RENT shall mean all sums payable by Tenant to Landlord pursuant to
                the
                various Articles herein in which said term is
                used.

            


    

    


    "BASIC
      RENT"

    
      	 	 	
              BASIC
                RENT shall mean (i) Two Hundred Twelve Thousand Six Hundred Twenty-Five
                and 00/100 ($212,625.00) Dollars per annum (payable in equal monthly
                installments of $17,718.75 each) during Lease Year 1 and Lease Year
                2;
                (ii) Two Hundred Seventeen Thousand Three Hundred Fifty and 00/100
                ($217,350.00) Dollars per annum (payable in equal monthly installments
                of
                $18,112.50 each) during Lease Year 3 and Lease Year 4; and (iii)
                Two
                Hundred Twenty-Four Thousand Four Hundred Thirty-Seven and 50/100
                ($224,437.50) Dollars (payable in equal monthly installments of $18,703.13
                each) during Lease Year 5, Lease Year 6 and Lease Year 7 (pro rated
                for
                any partial Lease Year).

            


    

    


    "BROKER"

    
      	 	 	
              BROKER
                shall mean JONES LANG LA SALLE AMERICAS, INC., and CBRE REAL ESTATE
                SERVICES, INC. 

            


    

    


    "BUILDING"

    
      	 	 	
              BUILDING
                shall mean the building located on the Real Property known as Eisenhower
                Plaza, and located at 354 Eisenhower Parkway, Livingston, New Jersey
                07039.

            


    

    


    "BUILDING
      HOLIDAY"

    
      	 	 	
              BUILDING
                HOLIDAY shall mean President's Day, Memorial Day, Independence Day,
                Labor
                Day, Columbus Day, Veteran's Day, Thanksgiving Day and the day after,
                Christmas Day, and New Year's Day as each of said holidays are celebrated
                in the state in which the Real Property is
                located.

            


    

    


    "COMMENCEMENT
      DATE"

    COMMENCEMENT
      DATE shall mean August 1, 2007. 

    


    "CONTROL"

    CONTROL
      shall mean the ownership, directly or indirectly of more than 50% of the voting
      stock of a corporation or in the case of an entity which is not a corporation,
      the ownership, directly or indirectly, of more than 50% of the beneficial
      ownership interests of such entity, in each case with possession of the power
      to
      direct, or cause the direction of, the management and policies of such
      entity.

    


    "EXCUSABLE
      DELAY"

    
      	 	 	
              EXCUSABLE
                DELAY shall mean a delay caused by strike, lock-out or other labor
                troubles, act of God, inability to obtain labor or materials, governmental
                restrictions, enemy action, civil commotion, fire, unavoidable casualty,
                or any other cause similar or dissimilar, beyond the reasonable control
                of
                either Landlord or Tenant, or due to the passing of time while waiting
                for
                an adjustment of insurance proceeds, it being understood that except
                for
                such adjustment of insurance proceeds the lack of funds shall not
                be
                deemed to be a circumstance beyond the control of a
                party..

            


    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    


    "GOVERNMENTAL
      AUTHORITY"

    
      	 	 	
              GOVERNMENTAL
                AUTHORITY shall mean the town, village, city, county, state, or federal
                government, or any agency or quasi-governmental agency, or any fire
                insurance rating organization having jurisdiction over the Real
                Property.

            


    

    


    "LEASE
      YEAR"

    LEASE
      YEAR shall mean the period beginning on the Commencement Date and on each annual
      anniversary thereof and ending one (1) year later. Lease Year 1 shall mean
      the
      period beginning on the Commencement Date and ending one (1) year later. Lease
      Year 2 shall be the annual period beginning upon expiration of Lease Year 1.
      Lease Year 3 shall be the annual period beginning upon expiration of Lease
      Year
      2. Lease Year 4 shall be the annual period beginning upon expiration of Lease
      Year 3. Lease Year 5 shall be the annual period beginning upon expiration of
      Lease Year 4. Lease Year 6 shall be the annual period beginning upon expiration
      of Lease Year 5. Lease Year 7 shall be the annual period beginning upon
      expiration of Lease Year 6.

    


    "PARKING
      SPACES"

    
      	 	 	
              PARKING
                SPACES shall mean the parking spaces located on the Real Property.
                Tenant
                shall at all times during the Term be entitled to the use of thirty-eight
                (38) Parking Spaces and four (4) such Parking Spaces, as designated
                by
                Landlord, shall be reserved and marked (in any manner reasonably
                determined by Landlord)for Tenant’s exclusive use . All Parking Spaces
                shall be striped.

            


    

    


    "PREMISES"

    
      	 	 	
              PREMISES
                shall mean the area cross hatched on the floor plan of the Building
                annexed hereto as Exhibit A and made a part
                hereof.

            


    

    


    "REAL
      PROPERTY"

    
      	 	 	
              REAL
                PROPERTY shall mean the land upon which the Building is located and
                the
                Building collectively.

            


    

    


    "RENTABLE
      AREA OF THE BUILDING"

    
      	 	 	
              RENTABLE
                AREA OF THE BUILDING shall mean 157,500 square
                feet.

            


    

    


    "RENTABLE
      AREA OF THE PREMISES"

    
      	 	 	
              RENTABLE
                AREA OF THE PREMISES shall mean 9,450 square
                feet.

            


    

    


    "SECURITY
      DEPOSIT"

    
      	 	 	
              SECURITY
                DEPOSIT shall mean Seventy-Two Thousand Four Hundred Fifty ($72,450.00)
                Dollars deposited by Tenant with Landlord simultaneously herewith.
                

            


    

    


    "STRUCTURAL
      REPAIRS"

    
      	 	 	
              STRUCTURAL
                REPAIRS shall mean repairs to the roof, foundation, and permanent
                exterior
                walls and support columns of the
                Building.

            


    

     

    "TENANT
      DELAY"

    TENANT
      DELAY shall mean any delay which results from any act or omission of Tenant,
      or
      any employee, agent, officer, director or contractor of Tenant including,
      without limitation, delays due to changes in or additions to, or unreasonable
      interference with, any work to be done by Landlord, including, but not limited
      to, 

     

    (a) Tenant’s
      request for materials, finishes or installations that are not Building
      Standard;

     

    (b) The
      performance of work by a person, firm or corporation employed by Tenant and
      delays in the completion of said; and

     

    (c) Tenant’s
      failure to timely respond to submission of plans and specifications submitted
      by
      Landlord.

    


    "TENANT'S
      PROPORTIONATE SHARE"

    TENANT'S
      PROPORTIONATE SHARE is six (6%) percent.

    


    "TERM"

    
      	 	 	
              TERM
                shall mean a period of seventy-five (75) months commencing on the
                Commencement Date and terminating on the Termination
                Date.

            


    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    


    "TERMINATION
      DATE"

    
      	 	 	
              TERMINATION
                DATE shall mean October 31, 2013.

            


    

    


    This
      Lease consists of this LEASE AGREEMENT and EXHIBIT A, a WORKLETTER, RULES AND
      REGULATIONS, AND THE BUILDING MAINTENANCE SPECIFICATIONS.

    


    


    ARTICLE
      I

    


    
      	
              1.

            	
              RENT

            


    

    


    1.1 Landlord
      hereby leases to Tenant and Tenant hereby hires from Landlord the Premises
      for
      the Term.

    


    1.2 Tenant
      hereby covenants and agrees to pay, when due, the Basic Rent and all Additional
      Rent as herein provided. Basic Rent shall be payable in equal monthly
      installments on the first day of each month during the Term in advance, without
      set-off, demand or deduction, except as expressly set forth in this Lease at
      the
      office of Landlord, or such other place as Landlord may designate.
      Notwithstanding any provision hereof, (i) fifty (50%) percent Basic Rent for
      the
      first complete calendar month of the Term in the sum of $8,859.38 shall be
      paid
      upon execution hereof and Landlord hereby acknowledges receipt thereof; (ii)
      an
      amount equal to fifty (50%) percent of the Basic Rent for the first three months
      of the Term shall be abated (i.e., Tenant shall pay the sum of $8,859.38 as
      Basic Rent for each such month) and (iii) an amount equal to twenty-five (25%)
      percent of the Basic Rent for the fourth and fifth months of the Term shall
      be
      abated (i.e., Tenant shall pay the sum of $13,289.06 as Basic Rent for each
      such
      month).

    


    1.3 Any
      installment or installments of Basic Rent or Additional Rent accruing hereunder,
      and all other sums payable by Tenant hereunder which are not paid when due
      (without regard to any otherwise applicable cure period), shall bear interest
      until paid at the rate of two (2%) percent per month (unless such rate shall
      be
      unlawful, in which case the highest permitted legal rate shall apply). In
      addition, if Tenant is delinquent more than five (5) business days in the
      payment of any Basic Rent or Additional Rent it shall pay to the Landlord a
      late
      charge equal to five (5) cents for each dollar of Basic Rent or Additional
      Rent
      which is delinquent. 

    


    1.4 In
      the
      event any check paid by Tenant for the payment of any installment or
      installments of Basic Rent or Additional Rent or for any other sums payable
      by
      Tenant hereunder is returned by Landlord's bank for insufficient or unavailable
      funds, Tenant shall pay to Landlord a Fifty ($50.00) Dollar handling and
      administration fee upon notice and demand by Landlord. Tenant may, at Tenant’s
      option, pay Basic Rent by wire transfer to an account designated by
      Landlord.

    


    


    ARTICLE
      II

    


    
      	
              2.

            	
              USE

            


    

    


    2.1 The
      Premises are to be used only for executive, general, and administrative offices
      and for no other purpose. Neither Tenant nor any of Tenant's servants, agents,
      employees, invitees or licensees shall damage, disfigure or injure the Premises
      or any portion thereof or the Real Property; normal wear and tear excepted,
      nor
      shall Tenant allow the emission of any offensive odors or noise from the
      Premises. If any office equipment or machines used by Tenant within the Premises
      interfere, by more than a de minimis amount, with the use or enjoyment of any
      other tenant or occupant of the Building or is heard from any public area in
      or
      about the Building, by more than a de minimis amount, Tenant shall, upon notice
      from Landlord, either cease the use of such equipment and/or machines, or place
      and maintain such equipment and/or machines, at Tenant's sole expense, in a
      sound proof setting such as cork, rubber or vibration eliminators to eliminate
      any such noise or vibration. Smoking shall not be permitted anywhere in the
      Premises.

    


    2.2 If
      any
      governmental license or permits, other than a certificate of occupancy, shall
      be
      required for the proper and lawful conduct of Tenant's business in the Premises,
      or any part thereof, and if failure to secure such license or permit would
      in
      any way affect Landlord, Tenant, at its expense shall duly procure and
      thereafter maintain such license or permit and submit copies of the same to
      Landlord. Tenant shall, at all times, comply with the terms and conditions
      of
      each such license or permit.

    


    2.3 Tenant
      shall not store, place or allow the storing or placement of any materials,
      debris or other obstructions of any nature in any hallway, lobby or other public
      areas of the interior of the Real Property or on the sidewalk, parking area
      or
      other area or areas abutting or adjacent to the Real Property.


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    


    2.4 Tenant
      shall not place anything on any floor of the Premises which will create a load
      in excess of the load per square foot which such floor was designed to
      carry.

    


    2.5 Tenant
      shall not move any heavy equipment or bulky matter, including, but not limited
      to safes or large office equipment or furniture, into or out of the Building
      without first obtaining Landlord’s consent. If the movement of such items
      requires any special handling, all such work shall be done in full compliance
      with applicable laws, ordinances, codes, rules and regulations and any other
      applicable governmental requirements. All such movements shall be made during
      hours reasonably designated by Landlord which will least interfere with the
      normal operation of the Building, and all damage directly or indirectly caused
      by such movement shall be promptly repaired by Tenant at Tenant’s
      expense.

    


    2.6 Tenant
      shall have the right to use, in common with others, all areas, spaces and
      improvements within the Building and on the Real Property which are provided
      by
      Landlord, without a separate charge for the non-exclusive convenience and use
      of
      the tenants of the Building and their agents, employees and invitees, including
      the Building’s cafeteria, public elevators, public lobbies, public corridors,
      public stairways and public stairwells, public corridor restrooms, and public
      entrances and exits designated by Landlord for ingress to and egress from the
      Building.

    


    


    


    


    ARTICLE
      III

    


    
      	
              3.

            	
              LANDLORD’S
                WORK

            


    

    


    3.1  Landlord
      shall perform the work and improvements in and to the premises as set forth
      in
      the Workletter attached to this Lease ("Landlord’s Work”). Landlord shall use
      commercially reasonable efforts to Substantially Complete Landlord’s Work on or
      before sixty (60) days after the date of this Lease (subject to any Excusable
      Delay and any delays caused by Tenant; the “Estimated Completion Date”);
      provided, however, Landlord shall have no liability to Tenant and there shall
      be
      no postponement of the Commencement Date for any delay in the Substantial
      Completion of Landlord’s Work except as otherwise provided in this Section
      3.1.
      Tenant
      acknowledges that Tenant may be inconvenienced and disturbed during the
      performance of Landlord’s Work and Tenant agrees that Landlord shall have no
      liability to Tenant, nor shall Tenant be entitled to any diminution or abatement
      of rent or other compensation or allowance for diminution of rental value,
      nor
      shall this Lease or any of the obligations of Tenant hereunder be affected
      or
      reduced by reason of the performance of Landlord’s Work. Notwithstanding
      any provision hereof to the contrary, if Landlord’s Work is not Substantially
      Completed on or before the date occurring five (5) months after the date of
      this
      Lease (the “Outside Completion Date”), for any reason other than Excusable Delay
      or any Tenant Delay, (including, but not limited to, Tenant’s failure to
      complete, and obtain all required approvals and inspections for, any work being
      performed by Tenant which must be so completed in order for Landlord to obtain
      a
      certificate of occupancy for the Premises) Tenant shall be entitled to an
      abatement of one (1) day’s Base Rent for each day after the Outside Completion
      Date that Substantial Completion of Landlord’s Work is so delayed.

    


    3.2  As
      used
      herein, "Substantially Complete" “Substantial Completion” “substantially
      complete” “substantial completion” or words of similar import shall mean that
      (i) Landlord’s Work is fully completed substantially in accordance with the
      Plans and Specifications (as such term is defined in the defined in the
      Workletter), except for minor items, the incompletion of which will not
      unreasonably interfere with Tenant's normal business operations and (ii) a
      certificate of occupancy has been issued for the Premises by the Governmental
      Authority having jurisdiction). 

    


    


    


    ARTICLE
      IV

    


    4.      
            ACCEPTANCE

    


    4.1  Tenant
      acknowledges that it is currently in possession a portion of the Premises,
      and
      Tenant has accepted the Premises in its “as is” condition as of the date hereof,
      subject to the completion of Landlord’s Work. 


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    


    


    ARTICLE
      V

    


    5.            
      COMPLIANCE
      WITH LAWS AND INSURANCE REQUIREMENTS

    


    5.1 Tenant
      shall not do, or permit anything to be done in or to the Premises, or bring
      or
      keep anything therein which will, in any way, increase the cost of fire and
      extended coverage or public liability insurance on the Real Property, or
      invalidate or conflict with the fire and extended coverage insurance or public
      liability insurance policies covering the Real Property, any Building fixtures,
      or any personal property kept therein, or interfere (by more than a de minimis
      extent) with the rights of Landlord or of other tenants, or in any other way
      injure or annoy Landlord or other tenants, or subject Landlord to any liability
      for injury to persons or damage to property, or interfere with the good order
      of
      the Building, or conflict with the present or future laws, rules, or regulations
      of any Governmental Authority. Tenant hereby indemnifies and will hold Landlord
      harmless of and from all liability for injury to persons or damage occurring
      on
      the Premises, in the Building, or on the Real Property whether occasioned by
      any
      act or omission of Tenant, or Tenant's agents, servants, employees, invitees,
      or
      licensees. Tenant agrees that any increase in insurance premiums on the Building
      or contents caused by Tenant’s specific use or manner of use of the Premises (as
      opposed to the use of the Premises for general office purposes generally) and
      any expense or cost incurred in consequence of negligence, carelessness, or
      willful action of Tenant, Tenant's agents, servants, employees, invitees or
      licensees, shall be reimbursed to Landlord within twenty (20) days of demand
      therefore. Any amounts payable by Tenant hereunder shall be deemed Additional
      Rent.

    


    


    ARTICLE
      VI

    


    6.            
      PERSONAL
      PROPERTY TAXES

    


    6.1 Tenant
      agrees to pay all taxes imposed on the personal property of Tenant, the conduct
      of its business, and its use and occupancy of the Premises.

    


    


    ARTICLE
      VII

    


    
      	
              7.1

            	
              ADDITIONAL
                RENT

            


    

    


    7.1 Tenant
      hereby covenants and agrees to pay as Additional Rent the amounts as set forth
      below.

    


    
      	
              7.2

            	
              REAL
                ESTATE TAXES

            


    

    


    7.2.1 Commencing
      on the first anniversary of the Commencement Date, for each tax year or part
      of
      a tax year occurring within the Term, Tenant shall pay to Landlord in the manner
      described in paragraph 7.4, as Additional Rent, Tenant's Proportionate Share
      of
      the amount by which the Real Estate Taxes attributable to such period exceed
      the
      Real Estate Taxes attributable to the Base Tax Year (or corresponding portion
      thereof). For the purposes hereof "Base Tax Year" shall mean the calendar year
      2007.

    


    7.2.2 As
      used
      herein, the term "Real Estate Taxes" shall mean those real estate taxes,
      assessments, sewer rents, rates and charges which shall be levied, imposed
      or
      assessed upon the Real Property, including, but not limited to assessments
      for
      any special improvement district in which the Real Property may be located,
      provided that, if because of any change in the method of taxation of real estate
      any other tax or assessment is imposed upon Landlord or the owner of the Real
      Property or upon or with respect to the Real Property or the rents or income
      therefrom in substitution for or in lieu of those taxes attributable to the
      Real
      Property, such other tax or assessment shall be deemed Real Estate Taxes for
      the
      purpose herein; provided, however, that Real Estate Taxes shall not include
      any
      gift, inheritance, estate, franchise, income, profits, capital or similar tax
      imposed, unless and to the extent any such tax shall be imposed or levied in
      lieu of Real Estate Taxes.

    


    7.2.3 Landlord
      may take the benefit of the provisions of any statute or ordinance permitting
      any Real Estate Taxes to be paid over a period of time.

    


    7.2.4 Tenant's
      Proportionate Share of the amount by which the Real Estate Taxes exceed the
      Real
      Estate Taxes for the Base Tax Year shall be determined from the amount finally
      determined to be legally due for the Base Tax Year as a result of legal
      proceedings or otherwise. In the event the Real Estate Taxes for the Base Tax
      Year have not been finally determined by legal proceedings or otherwise at
      the
      time of payment of Real Estate Taxes for any subsequent tax year, the actual
      amount of Real Estate Taxes paid by Landlord for the Base Tax Year shall be
      used
      to calculate any excess thereof. Upon a final determination of the Real Estate
      Taxes for the Base Tax Year by legal proceedings or otherwise, Landlord shall
      deliver to Tenant a statement setting forth the amount of Real Estate Taxes
      for
      the Base Tax Year as finally determined and showing the computation of any
      adjustment due to Landlord or to Tenant by reason thereof. Any payment due
      to
      Landlord or any credit due to Tenant by reason of such adjustment shall be
      made
      as provided herein.


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    


    


    7.2.5 If
      Landlord shall receive any refund of Real Estate Taxes in respect of any tax
      year following the Base Tax Year, Landlord shall deduct from such refund any
      reasonable expenses incurred in obtaining such refund, and out of the remaining
      balance of such refund, Landlord shall credit to Tenant Tenant's Proportionate
      Share of such refund provided however, that in no event shall any such refund
      reduce Tenant’s Proportionate Share of Real Estate Taxes beyond that which was
      originally charged to Tenant as Additional Rent. Any reasonable expenses
      incurred by Landlord in contesting the validity of the amount of the assessed
      valuation of the Real Property or of any Real Estate Taxes for any year after
      the Base Tax Year, to the extent not offset by a tax refund, shall be included
      as an item of Real Estate Taxes for the tax year in which such contest shall
      be
      finally determined for the purpose of computing the Additional Rent due Landlord
      or any credit due to Tenant hereunder.

    


    7.2.6 If
      Landlord shall receive any refund of Real Estate Taxes in respect of the Base
      Tax Year, Tenant’s Additional Rent shall be adjusted to reflect said adjustment
      to the Real Estate Taxes attributable to the Base Tax Year and Tenant shall
      pay
      to Landlord, within thirty (30) days after Landlord’s presentation of Landlord’s
      Statement to Tenant therefor, as Additional Rent, Tenant’s Proportionate Share
      of the amount, if any, by which the Tenant had or has been undercharged for
      Real
      Estate Taxes by reason of the amount of Real Estate Taxes upon which the Base
      Tax Year had been calculated prior to any such refund being taken into account.
      

    


    7.2.7 If
      the
      tax year for Real Estate Taxes shall be changed, then appropriate adjustment
      shall be made in the computation of the Additional Rent due to Landlord or
      any
      credit due to Tenant, in accordance with sound accounting principles to
      effectuate the changeover to any new tax year adopted by any taxing authority.
      

    


    7.2.8 If
      the
      last year of the Term ends on any day other than the last day of a tax year,
      any
      payment due to Landlord or credit due to Tenant by reason of any increase or
      decrease, as the case may be, in Real Estate Taxes shall be prorated and Tenant
      covenants to pay any amount due to Landlord within thirty (30) days after being
      billed therefor and Landlord covenants to credit any amount due to Tenant as
      the
      case may be. These covenants shall survive the expiration or termination of
      this
      Lease.

    


    7.3          
      LANDLORD'S
      OPERATING EXPENSES

    


    7.3.1 Commencing
      on the first anniversary of the Commencement Date, for each year or part of
      a
      year occurring within the Term, Tenant shall pay to Landlord in the manner
      described in paragraph 7.4, as Additional Rent, Tenant's Proportionate Share
      of
      the amount by which Landlord's Operating Expenses attributable to such period
      exceed Landlord's Operating Expenses attributable to the Base Operating Year
      (or
      corresponding portion thereof). For the purposes hereof "Base Operating Year"
      shall mean the calendar year 2007.

    


    7.3.2 As
      used
      herein, the term "Landlord's Operating Expenses" shall mean those costs or
      expenses paid or incurred by Landlord for operating, maintaining, and repairing
      (inclusive of Structural Repairs) the Building, any of its systems, or the
      Real
      Property, including the cost of electricity, gas, water, fuel, window cleaning,
      janitorial service, insurance of all kinds carried in good faith by Landlord
      and
      applicable to the Building or the Real Property, snow removal, maintenance
      and
      cleaning of the parking lot, landscape maintenance (including replanting and
      replacing flowers and other plantings), painting or repainting or redecorating
      of the public areas, maintenance of equipment and replacement of worn out
      mechanical or damaged equipment, uniforms, management fees, typical and
      customary office expenses, building supplies, sundries, sales or use tax on
      supplies or services, wages, salaries and other compensation, including
      applicable payroll taxes and benefits, of all persons engaged by Landlord for
      the operation, maintenance and repair of the Building and the Real Property
      including independent contractors' fees, replacement cost of tools and
      equipment, legal and accounting expenses, and any other expenses or costs,
      which
      in accordance with generally accepted accounting principles and the standard
      management practices for office buildings comparable to the Building would
      be
      considered as an expense of operating, maintaining, or repairing the Building
      and the Real Property. Excluded from Landlord's Operating Expenses
      are:

     


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (a)

            	
              Repairs
                or other work occasioned by fire, windstorm or other casualty for
                which
                there is insurance coverage (to the extent of such coverage) or by
                the
                exercise of eminent domain or any expenditures for which Landlord
                is
                reimbursed from any source.

            


    

     

    
      	 	
              (b)

            	
              With
                respect to present or prospective tenants or other occupants of the
                Building, all costs, including leasing commissions and attorneys’ fees
                incurred by Landlord in connection with the negotiations and transactions
                with such persons.

            


    

     

    
      	 	
              (c)

            	
              With
                respect to present or prospective tenants or other occupants of the
                Building, renovating or otherwise improving or decorating, painting
                or
                redecorating space for such
                persons.

            


    

     

    
      	 	
              (d)

            	
              Landlord’s
                cost of electricity and other services that are sold to tenants and
                for
                which Landlord is entitled to be reimbursed by tenants as an additional
                charge or rental over and above the basic rent payable under the
                lease
                with such tenant.

            


    

     

    
      	 	
              (e)

            	
              Costs
                incurred by Landlord for alterations or improvements which are considered
                capital improvements or replacements under the Internal Revenue Code
                and
                generally accepted accounting principles, except where such capital
                improvement or replacement is made as a cost savings measure in which
                case
                such capital expenditure, together with interest thereon at 8% per
                annum,
                shall be amortized and charged to Tenant over the useful life of
                such
                improvement or replacement.

            


    

     

    
      	 	
              (f)

            	
              Depreciation
                and amortization except as provided
                above.

            


    

     

    
      	 	
              (g)

            	
              The
                costs of all services furnished to any other tenant of the Building
                on a
                “rent inclusion” basis which are not provided to Tenant on such
                basis.

            


    

     

    
      	 	
              (h)

            	
              Legal
                fees and related legal costs, together with any damages awarded Tenant
                or
                any other tenants, incurred by Landlord due to the violation by Landlord
                or any other tenant of the terms and conditions of any lease of space
                in
                the Building.

            


    

     

    
      	 	
              (i)

            	
              Overhead
                and profit increment paid to subsidiaries or affiliates of Landlord
                for
                services on or to the Real Property, to the extent only that the
                costs of
                such services exceed reasonable costs of such services were they
                not
                rendered by a subsidiary or
                affiliate.

            


    

     

    
      	 	
              (j)

            	
              Interest
                on debt or amortization payments on any mortgage or mortgages, and
                rental
                under any ground or underlying lease or
                leases.

            


    

     

    
      	 	
              (k)

            	
              Any
                compensation paid to clerks, attendants or other persons in commercial
                concessions operated by Landlord.

            


    

     

    
      	 	
              (l)

            	
              All
                items and services for which any tenant reimburses Landlord or pays
                third
                persons.

            


    

     

    
      	 	
              (m)

            	
              Advertising
                and promotional expenditures.

            


    

     

    
      	 	
              (n)

            	
              Any
                costs, fines or penalties incurred due to violations by Landlord
                of any
                governmental rule or authority.

            


    

     

    
      	 	
              (o)

            	
              Management
                fees to the extent they exceed similar costs incurred in comparable
                office
                buildings in the area.

            


    

     

    
      	 	
              (p)

            	
              Costs
                for sculpture, paintings or other objects of
                art.

            


    

     

    
      	 	
              (q)

            	
              Wages,
                salaries, or other compensation paid to any executive employees above
                the
                grade of building superintendent or building
                manager.

            


    

     

    
      	 	
              (r)

            	
              Financing
                costs, including but not limited to points, commitment fees and legal
                fees
                incurred in connection therewith.

            


    

     

    
      	 	
              (s)

            	
              Costs
                incurred to test, survey, clean up, contain, abate, remove or otherwise
                remedy hazardous or toxic materials or asbestos-containing materials
                or
                the cost of any environmental site
                assessment.

            


    

     

    
      	 	
              (t)

            	
              Costs
                arising from Landlord’s charitable or political
                contribution.

            


    

     

    
      	 	
              (u)

            	
              Insurance
                premiums to the extent any tenant causes Landlord’s existing insurance
                premiums to increase or requires Landlord to purchase additional
                insurance.

            


    

     

     


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    


    7.4          
      LANDLORD'S
      STATEMENTS

    


    7.4.1 On
      or
      about May first of each year of the Term, or within a reasonable period of
      time
      thereafter, Landlord shall submit to Tenant a statement ("Landlord's Statement")
      showing in reasonable detail Landlord's Operating Expenses and Real Estate
      Taxes
      during the preceding calendar year. Within twenty (20) days next following
      the
      submission of a Landlord's Statement which shows that Landlord's Operating
      Expenses and/or the Real Estate Taxes for the calendar year exceeded Landlord's
      Operating Expenses for the Base Operating Year and/or Landlord's Real Estate
      Taxes for the Base Tax Year, respectively, Tenant shall pay to Landlord,
      Tenant's Proportionate Share of the amount by which Landlord's Operating
      Expenses for the Base Operating Year and/or Landlord's Real Estate Taxes for
      the
      Base Tax Year, respectively, were exceeded, less the amount of any Estimated
      Payments made by Tenant for such year pursuant to Section
      7.4.2.
      Provided Tenant pays its Proportionate Share of said amount in accordance with
      the terms herein, Tenant or its representative shall have the right to examine
      Landlord's books and records with respect to the items in the foregoing
      Landlord's Statement during normal business hours at any time within thirty
      (30)
      days following the delivery by Landlord to Tenant of such Landlord's Statement.
      Tenant's failure to inspect during said time period shall be deemed a waiver
      of
      Tenant's right to so inspect and Tenant waives its right to request any such
      inspection after said thirty (30) day period. Unless Tenant shall take written
      exception to any item contained therein within thirty (30) days after the
      delivery of same, such Landlord's Statement shall be considered as final and
      accepted by Tenant and Tenant waives its right to take exception after said
      thirty (30) day period. In the event Tenant takes timely written exception
      to
      any item contained in Landlord's books and records with respect to the items
      in
      the foregoing Landlord's Statement, any payment made in accordance with this
      Paragraph 7.4.1 shall be deemed made in protest to the extent of such
      exception.

    


    7.4.2 On
      the
      first day of each month following the submission of any Landlord's Statement
      which shows that Tenant is obligated to pay Additional Rent pursuant to this
      ARTICLE, Tenant shall pay to Landlord, on account of its potential obligation
      to
      pay such Additional Rent for the calendar year following the calendar year
      for
      which such Landlord's Statement shall have been rendered, a sum equal to
      one-twelfth (1/12) of the amount which the Tenant shall have paid as such
      Additional Rent for such prior calendar year (“Estimated Payments”). Such
      Estimated Payments shall be due with each monthly installment of Basic Rent
      until submission of the next succeeding Landlord's Statement and shall be
      collectible by Landlord as Additional Rent. However, the Landlord may, at its
      election from time to time, revise the monthly Estimated Payments based on
      the
      Landlord's operating budget for the year to which the Estimated Payments apply
      (Budget Billing). The revised Estimated Payments may begin on January 1 of
      the
      subject year or thereafter whenever such revised Estimated Payments are
      determined with an appropriate retroactive adjustment to January 1 of that
      year.

    


    7.4.3 In
      each
      Landlord's Statement there shall be a reconciliation as follows: Tenant shall
      be
      charged with any Additional Rent shown on such Landlord's Statement, which
      charge shall be reduced by the aggregate amount of Estimated Payments, if any,
      paid by Tenant on account thereof. Tenant shall pay any net balance due to
      Landlord within thirty (30) days as set forth above; any overpayment shall
      be
      applied by Landlord against the next accruing monthly installment of Additional
      Rent, or shall be paid over to Tenant upon termination of this Lease, subject
      to
      Landlord's rights and remedies hereunder.

    


    7.4.4 Any
      increase or decrease in Additional Rent under this ARTICLE shall be prorated
      for
      the final calendar year of the Term if such year covers a period of less than
      twelve (12) months. In no event shall any adjustment in Tenant's obligation
      to
      pay Additional Rent under this ARTICLE result in a decrease in the Basic Rent
      payable hereunder. Tenant's obligation to pay Additional Rent and Landlord's
      obligation to credit to Tenant any amount referred to in this ARTICLE for the
      final year of the Term shall survive the expiration or termination of this
      Lease.

    


    


    ARTICLE
      VIII

    


    8.            
      RULES
      AND
      REGULATIONS

    


    8.1 Tenant,
      on behalf of itself and its employees, agents, servants, invitees, and
      licensees, agrees to comply with the Rules and Regulations with respect to
      the
      Real Property which are set forth at the end of this Lease and which are
      expressly made a part hereof. Landlord shall have the right to make reasonable
      amendments thereto from time to time for the safety, care, and cleanliness
      of
      the Real Property, the preservation of good order therein, and the general
      convenience of all the tenants and Tenant agrees to comply with such amended
      Rules and Regulations, after thirty (30) days written notice thereof from
      Landlord. All such amendments shall apply to all tenants in the Building, and
      will not materially interfere with the use and enjoyment of the Premises or
      the
      parking lot by Tenant. Landlord shall not apply the Rules and Regulations in
      a
      manner which discriminates against Tenant.


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    


    


    


    ARTICLE
      IX

    


    9.           
      LANDLORD'S
      RIGHT OF ENTRY

    


    9.1 Landlord
      and Landlord's agents and representatives shall have the right to enter into
      or
      upon the Premises, or any part thereof, at all reasonable hours for the
      following purposes: (1) examining the Premises; (2) making such repairs or
      alterations therein as may be necessary in Landlord's sole judgment for the
      safety and preservation thereof; (3) erecting, maintaining, repairing, or
      replacing wires, cables, conduits, vents or plumbing equipment running in,
      to,
      or through the Premises; (4) showing the Premises to prospective purchasers
      or
      lessees of the Building or to prospective mortgagees or to prospective assignees
      of any such mortgagees or others; or (5) showing the Premises to prospective
      new
      tenants of the Premises during the last six (6) months of the Term. However,
      Landlord shall give Tenant reasonable prior notice, oral or otherwise, before
      commencing any non-emergency repair or alteration. 

    


    9.2 Landlord
      may enter upon the Premises at any time in case of emergency without prior
      notice to Tenant.

    


    9.3 Landlord,
      in exercising any of its rights under this ARTICLE IX, shall not be deemed
      guilty of an eviction, or disturbance of Tenant's use or possession of the
      Premises and shall not be liable to Tenant for same, (except for Landlord’s
      gross negligence or willful misconduct). The Basic Rent and Additional Rent
      as
      defined in this Lease shall in no way abate while said repairs or alterations
      are being made. Landlord shall use commercially reasonable efforts to minimize
      interference with Tenant’s use and occupancy of the Premises in exercising its
      rights pursuant to Section
      9.1;
      provided, however, Landlord shall not be obligated to employ labor at overtime
      or other premium pay rates or incur any other expenditure.

    


    9.4 All
      work
      performed by or on behalf of Landlord in or on the Premises pursuant to this
      ARTICLE IX shall be performed with as little inconvenience to Tenant's business
      as possible, and in such manner as not unreasonably to interfere
      therewith.

    


    


    ARTICLE
      X

    


    
      	
              10.

            	
              MAINTENANCE
                BY TENANT

            


    

    


    10.1 Tenant
      shall take good care of the Premises throughout the Term and shall preserve
      same
      in the condition delivered to Tenant on the Commencement Date, normal wear
      and
      tear excepted. Tenant agrees to be responsible for the cost of maintenance
      or
      repair of any plumbing exclusively serving the Premises. Tenant further agrees
      not to injure, overload, deface, or commit waste of the Premises, the Building
      or the Real Property. Tenant shall be responsible for all injury or damage
      of
      any kind or character to the Real Property, including the windows, floors,
      walls, ceilings, lights, electrical equipment, and HVAC equipment, caused by
      Tenant or by anyone using or occupying the Premises by, through, or under the
      Tenant. Landlord shall repair the same and Tenant shall pay the costs incurred
      therefore to Landlord immediately upon demand. If the Premises become infested
      with vermin, Tenant shall, at Tenant's expense, cause the same to be
      exterminated from time to time to the satisfaction of Landlord and shall employ
      such extermination as shall be approved by Landlord. Tenant shall be responsible
      for the cost of maintenance and repair of all plumbing and related equipment
      which is within the Premises.

    


    
      	
              10.2

            	
              MAINTENANCE
                BY LANDLORD

            


    

    


    10.2.1 Landlord
      shall be responsible for making all Structural Repairs and shall maintain,
      repair and replace all Building systems, including, but not limited to,
      plumbing, heating, air conditioning, electrical, and mechanical fixtures
      (exclusive of (a) starters, ballasts, fluorescent lamps, and (b) electrical
      and
      mechanical fixtures or plumbing installed by or on behalf of Tenant) which
      shall
      be standard for the Building, when required, and maintain and make repairs
      to
      the parking area and the exterior of the Building, except those repairs or
      replacements arising from the negligence of Tenant, its agents, servants,
      employees, licensees, or invitees, which shall be the sole responsibility of
      Tenant. This paragraph shall not be construed to prohibit Landlord from
      including the costs paid or incurred hereunder as "Landlord Operating Expenses"
      when appropriate under the provisions of ARTICLE VII.


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    


    


    ARTICLE
      XI

    


    11.          
      ALTERATIONS
      OR IMPROVEMENTS BY TENANT

    


    11.1 Tenant
      shall make no changes in or to the Premises of any nature without Landlord's
      prior written consent. Subject to the aforementioned consent of Landlord, Tenant
      at Tenant's sole expense, may hire contractors approved by Landlord, or Landlord
      may elect, on Tenant’s behalf, to make such alterations, installations,
      additions, or improvements in or to the Premises (collectively "Tenant
      Alterations") which are non-structural and which do not affect utility services,
      plumbing, electrical lines, sprinkler systems, HVAC systems or any other
      mechanical systems, in or to the Premises or Building or which involve any
      drywall construction. Landlord
      shall respond to any request for approval of Tenant Alterations within thirty
      (30) days after such request, and as to any Tenant Alterations with respect
      to
      which, in accordance with good construction practice, plans and specifications
      are customarily prepared or are required to be filed with a Governmental
      Authority, together with the plans and specifications therefor (collectively,
      an
“Alterations
      Request”),
      is
      submitted to Landlord. If Landlord fails to respond to Tenant’s Alterations
      Request within such 30-day period, then as Tenant’s sole remedy, Tenant shall
      have the right to provide Landlord with a second request for approval (a
“Second
      Approval Request”),
      which
      shall specifically identify the Tenant Alterations to which such request
      relates, and set forth in bold capital letters the following statement: IF
      LANDLORD FAILS TO RESPOND WITHIN 5 BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE,
      THE ALTERATION PLANS SPECIFICALLY DESCRIBED HEREIN SHALL BE DEEMED APPROVED
      AND
      TENANT SHALL BE ENTITLED TO COMMENCE CONSTRUCTION OF THE ALTERATIONS IN
      ACCORDANCE WITH THE ALTERATION PLANS PREVIOUSLY SUBMITTED TO LANDLORD AND TO
      WHICH LANDLORD HAS FAILED TO TIMELY RESPOND, SUBJECT, HOWEVER, TO THE OTHER
      TERMS AND CONDITIONS OF THE LEASE. If Landlord fails to respond to a Second
      Approval Request within five (5) Business Days after receipt by Landlord, then
      as Tenant’s sole remedy, the Alterations Request shall be deemed to be approved
      by Landlord, provided that Tenant shall otherwise have complied with and
      otherwise shall comply with all applicable provisions of this Lease relating
      to
      the performance of such Alterations. All such Tenant Alterations shall, upon
      installation, become the property of Landlord and shall remain upon and be
      surrendered with the Premises, unless otherwise required by Landlord to be
      removed by Tenant upon the expiration or termination of this Lease, or unless
      Tenant, by notice to Landlord no later than thirty (30) days prior to the
      Termination Date, requests Landlord's consent to remove same. Notwithstanding
      the foregoing, simultaneously with submitting to Landlord any Alterations
      Request, Tenant may submit to Landlord a notice in writing (using bold letters)
      requesting Landlord to notify Tenant whether Landlord shall require Tenant,
      on
      the Termination Date or sooner termination of this Lease, to remove the
      specified Tenant Alterations depicted in such Alterations Request as provided
      in
      this Section (an “Alteration
      Removal Request”).
      If
      Tenant fails to so submit such Alteration Removal Request, and if the Tenant
      Alterations are in fact made (it being agreed that such Tenant Alterations
      shall
      be subject to the terms and provisions of this Lease), Landlord shall have
      the
      option to require Tenant, on the Termination Date or sooner termination of
      the
      Term, to remove all or any of the Tenant Alterations shown on such Alterations
      Request. If Landlord does not respond to the Alteration Removal Request at
      the
      time that Landlord approves the Tenant Alterations, then as Tenant’s sole
      remedy, Tenant shall have the right to provide Landlord with a second Alteration
      Removal Request (a “Second
      Alteration Removal Request”),
      which
      shall specifically identify the Tenant Alterations to which such request
      relates, and set forth in bold capital letters the following statement: IF
      LANDLORD FAILS TO RESPOND WITHIN 5 BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE,
      TENANT SHALL NOT BE REQUIRED, AT THE EXPIRATION OR SOONER TERMINATION OF THE
      TERM OF THE LEASE, TO REMOVE THE SPECIFIED ALTERATIONS OR RESTORE THE PREMISES
      AS PROVIDED IN THE LEASE. If Landlord shall respond to the Alteration Removal
      Request or a Second Alteration Removal Request, Landlord shall state in such
      response whether or not Tenant shall be required, at the Termination Date or
      sooner termination of this Lease, to remove such Tenant Alterations as provided
      in this Section. If Landlord fails to respond to a Second Alteration Request
      within five (5) Business Days after receipt of same by Landlord, then as
      Tenant’s sole remedy Landlord shall be deemed to have agreed that Tenant shall
      not be required to remove the specified Tenant Alterations at the Termination
      Date or sooner termination of this Lease. If Landlord, in a timely manner,
      shall
      respond to an Alteration Removal Request or a Second Alteration Removal Request,
      then Tenant’s obligations to remove such Tenant Alterations and restore the
      Premises shall be as set forth in Landlord’s response. If Landlord requires or
      consents to Tenant’s request for the removal of Tenant’s Alterations, the same
      shall be removed from the Premises by Tenant prior to the Termination Date
      at
      Tenant's sole expense. Nothing in this ARTICLE shall be construed to give
      Landlord title to or to prevent Tenant's removal of trade fixtures, movable
      office furniture and equipment. Upon removal of any such or any Tenant
      Alterations from the Premises or upon removal of any other installation as
      may
      be permitted by Landlord, Tenant shall immediately and at its expense, repair
      and restore the Premises to the condition existing prior to such Tenant
      Alteration. Tenant shall take care during such removal, and Tenant shall repair
      any damage to the Premises or to the Real Property incurred during such removal.
      All property permitted or required to be removed by Tenant at the end of the
      Term which remains on the Premises after the Termination Date shall be deemed
      abandoned and may, at the election of Landlord, either be retained as Landlord's
      property or may be removed from the Premises by Landlord at Tenant's
      expense.


    
      
        
        

      

      
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    11.2 Prior
      to
      the commencement of any Tenant Alteration, Tenant shall at its sole expense,
      obtain all required permits, approvals, and certificates required by all
      Governmental Authorities, if any, and upon completion of the alteration,
      certificates of final approval thereof. Tenant shall deliver to Landlord
      promptly upon its receipt copies of same. Tenant shall carry and will cause
      Tenant's contractors and subcontractors to carry such workman's compensation,
      general liability, personal and property damage insurance as required by law
      and
      in amounts no less than the amounts set forth in ARTICLE XXXI
      below.

    


    11.3 Upon
      completion of any Tenant Alterations, Tenant shall promptly deliver to Landlord
      (i) an unconditional, final Certificate of Occupancy, if required by the
      applicable Governmental Authority, (ii) "as-built" final plans and drawings
      identical to those upon which Landlord granted its approval (if applicable)
      and
      (iii) if the Tenant Alteration is of a type that is customarily supervised
      by an
      architect in accordance with good construction practice, Tenant's architect's
      certification that the alterations as completed conform with all applicable
      local, county state and/or federal statutes, ordinances, rules, regulations
      and
      codes including, but not limited to the orders, rates and regulations of the
      National and local Boards of Fire Underwriters and any other body or bodies
      hereinafter exercising similar functions.

    


    


    ARTICLE
      XII

    


    
      	
              12.

            	
              ASSIGNMENT
                AND SUBLETTING

            


    

    


    12.1 Subject
      to the provisions of Section
      12.13,
      Tenant
      for itself, its heirs, distributees, successors, and assigns, expressly
      covenants that it shall not directly or indirectly by operation of law, merger,
      consolidation, reorganization, dissolution, change of majority ownership of
      Tenant, or otherwise, assign (which for purposes of this Lease, shall include
      any such merger, consolidation, reorganization, dissolution or change of
      ownership of Tenant), mortgage, or encumber this Lease, or any part thereof,
      or
      permit the Premises to be used by others without the prior written consent
      of
      Landlord in each instance. Any attempt to do so by the Tenant shall be void.
      The
      consent by Landlord to any assignment, mortgage, encumbrance, subletting, or
      use
      of the Premises by others shall not constitute a waiver of Landlord's right
      to
      withhold its consent to any other assignment, mortgage, encumbrance, subletting
      or use of the Premises by others. Without the prior written consent of Landlord,
      this Lease and the interest of Tenant therein or any assignee of Tenant therein,
      shall not pass by operation of law, and shall not be subject to garnishment
      or
      sale under execution in any suit or proceeding which may be brought against
      or
      by Tenant or any assignee of Tenant.

    


    12.2 Landlord
      covenants and agrees that it will not unreasonably withhold, condition or delay
      its consent to Tenant's assigning or subletting all or a part of the Premises;
      provided, however, (1) that Tenant shall not be in default, beyond any
      applicable notice and cure periods, under any of the terms, covenants,
      conditions, provisions, and agreements of this Lease at the time of any notice
      or request for consent under the terms of this ARTICLE or at the effective
      date
      of such subletting or assigning; and (2) that such subletting or assigning
      shall
      not be made with a tenant who shall be or who shall seek to use any portion
      of
      the Premises for a use incompatible with that customarily found in first-class
      office buildings, and further provided, the Premises may not be sublet or
      assigned to any employment agency, governmental department, labor union office,
      doctor's or dentist's office, dance or music studio, school or beauty salon
      and
      (3) that the proposed subtenant or assignee is not then an occupant of any
      part
      of the Building or a party who dealt with Landlord or Landlord's agent (directly
      or through a broker) with respect to space in the Building during the 12 months
      immediately preceding Tenant's request for Landlord's consent, provided Landlord
      shall have comparable space then available, or to become available within four
      (4) months from the effective date of the proposed assignment or subletting,
      for
      leasing for a comparable term.

    


    12.3 If
      Tenant
      requests Landlord's consent to an assignment of this Lease or a subletting
      of
      all or any part of the Premises, Tenant shall submit to Landlord: (1) the name
      and address of the proposed assignee or subtenant; (2) the terms of the proposed
      assignment or subletting; (3) the nature of the proposed assignee's or
      subtenant's business; and (4) such information as to the proposed assignee's
      or
      subtenant's financial responsibility and general reputation as Landlord may
      reasonably require.


    
      
        
        

      

      
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    12.4 Upon
      the
      receipt of such request and information from Tenant, Landlord shall have the
      option to be exercised in writing within thirty (30) days after such receipt,
      to
      either (1) cancel and terminate this Lease, if the request is to assign this
      Lease or to sublet all of the Premises for a term ending within twenty-four
      (24)
      months of the Termination Date, or if the request is to sublet a portion of
      the
      Premises only, for a term ending within twenty four (24) months of the
      Termination Date, to cancel and terminate this Lease with respect to such
      portion, in each case as of the date set forth in Landlord's notice of exercise
      of such option, which date shall be no less than thirty (30) days after delivery
      of such notice; or (2) to grant said request; or, (3) to deny such
      request.

    


    12.5 In
      the
      event Landlord shall cancel this Lease, Tenant shall surrender possession of
      the
      Premises, or the portion of the Premises which is the subject of the request,
      as
      the case may be, on the date set forth in such notice in accordance with the
      provisions of this Lease relating to surrender of the Premises. If the Lease
      shall be canceled as to a portion of the Premises only, the Basic Rent and
      Additional Rent payable by Tenant hereunder shall be reduced proportionately
      according to the ratio that the number of square feet in the portion of space
      surrendered bears to the square feet in the Rentable Area of the
      Premises.

    


    12.6 In
      the
      event that Landlord shall consent to a sublease or assignment pursuant to the
      request from Tenant, Tenant shall cause to be executed by its assignee or
      subtenant an agreement to perform faithfully and to assume and be bound by
      all
      of the terms, covenants, conditions, provisions, and agreements of this Lease
      for the period covered by the assignment or sublease and to the extent of the
      space sublet or assigned. An executed copy of each sublease or assignment and
      assumption of performance by the sublessee or assignee, on a form acceptable
      to
      Landlord, shall be delivered to Landlord on or before the commencement of
      occupancy set forth in such assignment or sublease. No such assignment or
      sublease shall be binding on Landlord until Landlord has received such copies
      as
      required herein.

    


    12.7 In
      no
      event shall any assignment or subletting (whether or not Landlord may have
      consented), release or relieve Tenant from its obligations to fully perform
      all
      of the terms, covenants, and conditions of this Lease on its part to be
      performed.

    


    12.8 Without
      otherwise restricting the grounds upon which Landlord may otherwise withhold
      its
      consent, Landlord shall not be deemed to have unreasonably withheld its consent
      to such an assignment or subletting if "Landlord Consent Requirements" are
      not
      satisfied. Furthermore, Landlord may withhold its consent if, in its judgment,
      it determines that:

    


    12.8.1 The
      proposed new use of the Premises is not, in Landlord's reasonable opinion,
      appropriate for the Building or in keeping with the character of the existing
      tenancies or is expressly prohibited under the terms of this Lease.

    


    12.8.2 The
      proposed assignee's use or occupancy will make unreasonable or excessive demands
      on the Building's services, maintenance or facilities or will cause excessive
      traffic or unacceptable increase in density of traffic of the
      building.

    


    12.8.3 Less
      than
      fifty (50%) percent of the Rentable Area Of The Building is then
      rented.

    


    12.9 As
      used
      herein, "Landlord's Consent Requirements" shall mean the following minimum
      requirements which must be met by Tenant before Landlord shall consent to an
      assignment or subletting of all or part of the Premises:

    


    12.9.1 There
      shall be at any one time no more than two (2) occupants (including Tenant)
      of
      the Premises.

    


    12.9.2 The
      assignment or subletting shall be for not less than 3,000 square feet of
      Rentable Space of the Premises, provided that the location of any demising
      walls
      shall be subject to Landlord’s approval and no demising wall shall be
      constructed in connection with any sublease for a term of less than 24
      months.

    


    


    12.10 If
      Landlord shall consent to any subletting or assignment, in accordance with
      the
      terms of this ARTICLE, fifty (50%) percent of any rents or other consideration
      received by the Tenant in excess of the rents or other sums required to be
      paid
      by Tenant to Landlord, shall be paid by Tenant to Landlord.


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


    


    12.11 Tenant
      shall reimburse Landlord for Landlord's reasonable out-of-pocket costs and
      expenses (including without limitation the reasonable charges of any outside
      architectural, engineering, accounting or legal professionals retained by
      Landlord to review the proposed assignment or sublease, if any) incurred by
      Landlord in connection with any proposed subletting or assignment by Tenant.
      The
      amount of such costs and expenses shall be deemed to be Additional Rent under
      the terms of this Lease and shall be payable by Tenant upon demand, regardless
      of whether Landlord consents to or denies such assignment or sublease or elects
      to cancel this Lease as provided in paragraph 12.4 above.

    


    12.12 Neither
      the Tenant nor any other person having an interest in the possession, use,
      occupancy or utilization of the Premises or any other portion of the Real
      Property shall enter into any lease, sublease, license, concession or other
      agreement for the use, occupancy or utilization of space in the Premises or
      any
      other portion of the Real Property which provides for any rental or other
      payment for such use, occupancy or utilization based in whole or in part upon
      the net income or profits derived from any person from the space in the Premises
      or any other portion of the Real Property so leased, used, occupied or utilized,
      other than an amount based upon a fixed percentage or percentages of gross
      receipts or gross sales.

     

    12.13 If
      Tenant
      is a corporation, the transfer by one or more transfers, directly or indirectly,
      by operation of law or otherwise, of a majority of the stock of Tenant shall
      be
      deemed a voluntary assignment of this Lease; provided, however, that the
      provisions of this Article shall not apply to the transfer of shares of stock
      of
      Tenant if and so long as Tenant is publicly traded on a nationally recognized
      stock exchange.
      For
      purposes of this Section the term “transfers” shall be deemed to include the
      issuance of new stock or of treasury stock which results in a majority of the
      stock of Tenant being held by a any individual(s) or entity(ies) that do not
      hold a majority of the stock of Tenant on the date hereof. If Tenant is a
      partnership, limited, liability company or other entity, the transfer by one
      or
      more transfers, directly or indirectly, by operation of law or otherwise, of
      a
      majority of the beneficial ownership interest in such entity shall be deemed
      a
      voluntary assignment of this Lease. Notwithstanding the foregoing, Landlord’s
      consent shall not be required for (a) a merger or consolidation of Tenant into
      or with another entity, or (b) an assignment of this Lease to an entity
      acquiring all or substantially all of Tenant’s assets or (c) an entity which
      Controls, is Controlled by or is under Common Control with, Tenant, so long
      as
      (i) such transfer was made for a legitimate independent business purpose and
      not
      for the purpose of transferring this Lease, (ii) the successor to Tenant
      has a net worth computed in accordance with generally accepted accounting
      principles at least equal to the greater of (A) the net worth of Tenant
      immediately prior to such merger, consolidation or transfer, and (B) the
      net worth of the original Tenant on the date of this Lease, (iii) proof
      satisfactory to Landlord of such net worth is delivered to Landlord at least
      ten
      (10) days prior to the effective date of any such transaction, and (iv) Landlord
      is provided with at least ten (10) days prior notice of such
      transaction.

     

    


    ARTICLE
      XIII

    


    
      	
              13.

            	
              SURRENDER

            


    

    


    13.1 Upon
      the
      termination of the Term or prior expiration of this Lease, Tenant shall
      peaceably and quietly quit and surrender to Landlord the Premises, broom clean,
      in as good condition as on the Commencement Date, normal wear and tear, repairs
      and replacements by Landlord, alterations, additions, and improvements permitted
      hereunder, and damage by fire or other casualty, excepted, free and clear of
      all
      occupancies. Tenant's obligations to observe or perform this covenant shall
      survive the Termination Date or prior expiration of the Term. If the Termination
      Date falls on a Sunday or a legal holiday, this Lease shall expire at 12 noon
      on
      the business day first preceding said date.

    


    


    ARTICLE
      XIV

    


    
      	
              14.

            	
              HOLDING
                OVER

            


    

    


    14.1 If
      Tenant
      holds possession of the Premises beyond the Termination Date or prior expiration
      of the Term, Tenant shall become a tenant from month-to-month at the Basic
      Rent
      and Additional Rent payable hereunder during the last year of the Term,
      multiplied by the following percentages: 150% for the first 30 days of such
      holdover and 200% thereafter, and upon all other terms and conditions of this
      Lease, and shall continue to be such month-to-month tenant until such tenancy
      shall be terminated by Landlord and such possession shall cease. Nothing
      contained in this Lease shall be construed as a consent by Landlord to the
      occupancy or possession by Tenant of the Premises beyond the Termination Date
      or
      prior expiration of the Term, and Landlord, upon said Termination Date or prior
      expiration of the Term shall be entitled to the benefit of all legal remedies
      that now may be in force or may be hereafter enacted relating to the speedy
      repossession of the Premises. In addition, if such holdover shall continue
      for
      fifteen (15) days or more, Tenant shall indemnify and hold Landlord harmless
      from and against any loss, cost, liability or expense, including, but not
      limited to, attorney’s fees resulting from such failure to vacate and also
      including any claims made by any succeeding tenant founded on such failure
      to
      vacate.


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


    


    


    ARTICLE
      XV

    


    
      	
              15.1

            	
              LANDLORD'S
                SERVICES

            


    

    


    15.1.1 Landlord
      shall furnish to Tenant the services set forth in this Lease, the Rules and
      Regulations and the Building Maintenance Specifications annexed hereto as
      services which are covered by the Basic Rent and Additional Rent.

    


    15.1.2 Air
      heating and air cooling shall be furnished in accordance with the specifications
      set forth in paragraph 2E of the Workletter, only between the hours of 8:00
      a.m.
      and 6:00 p.m. Mondays through Fridays, Saturdays 8:00 a.m. until 1:00 p.m.,
      Sundays and Building Holidays excluded. Air cooling shall be provided only
      from
      April 1st through October 15th, and then only when weather conditions
      require.

    


    15.1.3 If
      Tenant
      shall request the use of air heating or cooling at any times other than the
      hours provided in Section
      15.1.2
      for such
      service, Landlord shall furnish such to Tenant provided that: (1) Tenant pays
      to
      Landlord as Additional Rent, together with the next monthly installment of
      Basic
      Rent, the special overtime charge of Sixty-Five ($65.00) Dollars per hour
      therefor, subject to prorated increase in the charge and surcharge for electric
      energy by the public utility supplying same to the Building; and (2) Tenant's
      written request shall be received by Landlord by 1:00 p.m. of the day before
      such service is required.

    


    15.1.4 Tenant
      shall reimburse Landlord for Landlord’s cost of removal from the Premises, the
      Building or the Real Property, of any refuse and rubbish of Tenant in excess
      of
      such refuse and rubbish incident to the ordinary office use of the Premises
      as
      permitted by this Lease and Tenant shall pay all bills therefore within ten
      (10)
      days after same are rendered. In addition, Tenant shall reimburse Landlord
      for
      the cost to Landlord of replacement of light and fluorescent light bulbs after
      the first year of the Term.

    


    
      	
              15.2

            	
              ELECTRICITY

            


    

    


    15.2.1 Throughout
      the Term, Landlord agrees to redistribute electrical energy to the Premises
      (not
      exceeding the present electrical capacity at the Premises), upon the following
      terms and conditions: (1) Tenant shall pay for such electrical energy as
      provided by this paragraph 15.2.1; (2) Landlord shall not be liable in any
      way
      to Tenant, Tenant's agents, servants, employees, invitees or licensees, for
      any
      loss, damage, or expense which Tenant, Tenant's agents, servants, employees,
      invitees or licensees, may sustain or incur as a result of any failure, defect,
      or change in the quantity or character of electricity furnished to the Premises,
      except to the extent caused by Landlord’s gross negligence or willful
      misconduct, or if such quantity or character of electricity furnished to the
      Premises is no longer available or suitable for Tenant's requirements or due
      to
      any cessation, diminution or interruption of the supply thereof; (3)
Tenant’s
      consumption of electricity shall be measured by the submeter currently installed
      in the Premises which submeter shall measure only the electricity consumed
      in
      the Premises (the reading of which submeter shall be paid for by Tenant), and
      Tenant shall pay for its consumption of electricity as shown on such submeter
      at
      the rate paid by Landlord from time to time to the public utility company,
      within ten (10) days after Landlord gives Tenant an invoice therefor. The
      submeter shall not be removed by Tenant upon its surrender of the Premises.
      If
      Tenant leases any space in the Building in addition to the Premises and Tenant’s
      electrical usage in such space is not measured by the submeter Landlord shall
      have the right, at Tenant’s expense, to cause an
      independent electrical engineering consultant selected by Landlord and
      reasonably acceptable to Tenant, to make a survey of the electric power demand
      of the electric lighting fixtures and the electric equipment of Tenant used
      in
      such space to determine the average monthly electric consumption thereof. The
      findings of said consultant as to the average monthly electric consumption
      of
      Tenant shall be conclusive and binding on the parties hereto. Landlord shall
      have the right at any time during the Term, at Tenant's expense, to cause such
      non-submetered electrical usage in such space to be re-surveyed. In the event
      that such re-survey shall indicate increased or decreased electrical consumption
      from that established by the prior survey, there shall be an appropriate
      adjustment in the amount paid by Tenant to Landlord for Tenant's electrical
      consumption in accordance with the results of the new survey, as well as an
      adjustment retroactive to the date of Tenant's increase or decrease in
      electrical consumption, as established by the prior survey. All such amounts
      shall be treated as Additional Rent due hereunder; (4) in the event that there
      shall be an increase or decrease in the rate schedule of the public utility
      for
      the supply of electric energy to the Building or the imposition of any tax
      with
      respect to such electric energy or increase in such tax following the
      Commencement Date, the Additional Rent payable hereunder shall be equitably
      adjusted to reflect the resulting increase, decrease, or tax; (5) Tenant shall
      be responsible for replacing all light bulbs, fluorescent lamps, non-building
      standard lamps and bulbs, and all ballasts used by Tenant in the
      Premises.


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


    


    15.2.2 Tenant
      covenants that its use of electricity in the Premises shall be limited to and
      for the operation of (1) the building standard lighting, and (2) electric
      typewriters, calculators, copying machines, printers, computers, and other
      typical office machines. Tenant shall not substantially increase its electricity
      use through the addition of office equipment or machines without first obtaining
      the written consent of Landlord.

    


    15.2.3 In
      no
      event shall Landlord be required or obligated to increase the electrical
      capacity of any portion of the Building’s system, or to provide any additional
      wiring or capacity to meet Tenant’s additional requirements, if any, beyond that
      which was servicing the Premises at the Commencement of the Lease Term. Tenant’s
      use of electric energy in the Premises shall not at any time exceed the capacity
      of any of the electrical conductors and equipment in or serving the Premises.
      Tenant shall make no alteration to the existing electrical equipment or connect
      any fixtures, appliances, or equipment in addition to the equipment permitted
      in
      paragraph 15.2.2 above without the prior written consent of Landlord in each
      instance. Should Landlord grant such consent, all additional risers or other
      equipment required therefore shall be provided by Landlord and the cost thereof
      shall be paid by Tenant upon Landlord's demand. As a condition to granting
      such
      consent, Landlord shall require an increase in the Additional Rent by an amount
      which will reflect the cost of the additional equipment and service to be
      furnished by Landlord. If Landlord and Tenant agree to such increase the
      Additional Rent increase shall be determined by an independent electrical
      engineer, to be selected by Landlord and whose services shall be paid for by
      Tenant.

    


    15.2.4 Landlord
      reserves the right to discontinue furnishing electric energy to the Premises
      at
      any time if directed to do so by any public utility company or Governmental
      Authority to discontinue such service to the Building upon not less than one
      hundred twenty (120) days written notice to Tenant (or such shorter period
      of
      time as Landlord may be so directed), provided Tenant is able to obtain
      electricity directly from the public utility company. If Landlord exercises
      such
      right of termination, 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 termination, Landlord shall not be obliged to furnish electric energy
      to
      Tenant and the Additional Rent (but not the Basic Rent) shall be reduced by
      a
      sum per annum equal to the amount that represented the cost to Landlord of
      such
      discontinued electricity for which Tenant had been obligated to pay Additional
      Rent. If Landlord so discontinues furnishing electric energy to Tenant, Tenant
      shall arrange to obtain electric energy directly from the public utility company
      furnishing electric energy to the Building. Tenant may obtain such electric
      energy by means of the then-existing Building system feeders, risers, and wiring
      to the extent that the same are available, suitable, and safe for such purposes.
      All meters and additional panel boards, feeders, risers, wiring, and other
      conductors and equipment which may be required to obtain electric energy from
      the public utility company shall be installed and maintained by Tenant at its
      sole expense.

    


    15.2.5 Landlord
      shall not be liable in the event of any interruption in the supply of
      electricity, or for any consequence thereof and Tenant agrees that such supply
      may be interrupted for inspection, repairs, replacement and in
      emergencies.

    


    15.2.6 The
      failure of Landlord to furnish any service hereunder shall not be construed
      as a
      constructive eviction of Tenant and shall not excuse Tenant from failing to
      perform any of its obligations hereunder and shall not give Tenant any claims
      against Landlord for damages for failure to furnish such service.

    


    


     


    
      
        
        

      

      
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    ARTICLE
      XVI

    


    
      	
              16.

            	
              QUIET
                ENJOYMENT

            


    

    


    16.1 Landlord
      covenants and agrees that, upon the performance by Tenant of all of the
      covenants, agreements, and provisions hereof on Tenant's part to be kept and
      performed, Tenant shall have, hold, and enjoy the Premises, subject and
      subordinate to the rights set forth in ARTICLE XXI, free from any interference
      whatsoever by, from, or through the Landlord, or any person claiming through
      or
      under Landlord; provided, however, that no diminution or abatement of the Basic
      Rent, Additional Rent, or other payment to Landlord shall be claimed by or
      allowed to Tenant for inconvenience or discomfort arising from the making of
      any
      repairs, improvements or additions to the Premises or the Real Property, nor
      for
      any space taken to comply with any law, ordinance, or order of any Governmental
      Authority, except as and if expressly provided for herein.

    


    


    ARTICLE
      XVII

    


    
      	
              17.

            	
              AIR
                AND LIGHT

            


    

    


    17.1 This
      Lease does not grant any rights to air and light.

    


    


    ARTICLE
      XVIII

    


    
      	
              18.

            	
              DEFAULT

            


    

    


    18.1 Each
      of
      the following, whether occurring before or after the Commencement Date, shall
      be
      deemed a Default by Tenant and a breach of this Lease: (1) the filing of a
      petition by or against Tenant for adjudication as a bankrupt, or for
      reorganization, or for arrangement under any bankruptcy act; (2) the
      commencement of any action or proceeding for the dissolution or liquidation
      of
      Tenant, whether instituted by or against Tenant, or for the appointment of
      a
      receiver or trustee of the property of Tenant under any state or federal statute
      for relief of debtors; (3) the making by Tenant of an assignment for the benefit
      of creditors; (4) Intentionally Omitted; (5) the filing of a tax lien or a
      mechanics' lien against any property of Landlord or Tenant, which filing is
      not
      bonded or removed within thirty (30) days after written notice thereof from
      Landlord; (6) Tenant's causing or permitting the Premises to be vacant, for
      a
      period in excess of thirty (30) days after written notice thereof from Landlord;
      (7) failure by Tenant to pay Landlord when due the Basic Rent, Additional Rent
      or any other sum by the time required by the terms of this Lease which failure
      is not cured within five (5) days after written notice thereof from Landlord;
      and (8) a failure by Tenant in the performance of any other term, covenant,
      agreement, or condition of this Lease on the part of Tenant to be performed,
      which failure, if curable, is not cured within thirty (30) days (or such longer
      period as may be necessary, so long as Tenant is diligently and continuously
      undertaking such cure) after notice thereof from Landlord.

    


    18.2 Notwithstanding
      anything herein to the contrary, Landlord shall not be required to provide
      Tenant with more than two (2) notices of default with respect to a default
      in
      the payment of Basic Rent or Additional Rent in any 12 consecutive month period
      during the Term of this Lease. Tenant herein waives any notice requirements
      found elsewhere in this Lease beyond the number described herein.

    


    


    ARTICLE
      XIX

    


    19.          
      LANDLORD'S
      RIGHTS UPON TENANT'S DEFAULT

    


    19.1 Upon
      a
      Default by Tenant the following provisions shall apply and Landlord shall have
      the rights and remedies set forth herein which rights and remedies may be
      exercised upon or at any time following the occurrence of a Default unless,
      prior to such exercise, the Default shall have been cured by Tenant in all
      respects.

    


    19.2 Landlord
      shall have the right to sue for unpaid Basic Rent, Additional Rent and for
      all
      other sums owed to Landlord.

    


    


    19.3 By
      notice
      to Tenant, Landlord shall have the right to terminate this Lease as of a date
      specified in the notice of termination and in such case, Tenant's rights,
      including any based on any option to renew, to the possession and use of the
      Premises shall end absolutely as of the termination date specified in such
      notice; and this Lease shall also terminate in all respects except for the
      provisions hereof regarding Landlord's damages and Tenant's liabilities arising
      prior to, out of and following the Default and the ensuing
      termination.


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


    


    Following
      such termination (as well as upon any other termination of this Lease by
      expiration of the Term or otherwise) Landlord immediately shall have the right
      to recover possession of the Premises; and to that end, Landlord may enter
      the
      Premises and take possession, without the necessity of giving Tenant any notice
      to quit or any other further notice, with or without legal process or
      proceedings, and in so doing Landlord may remove Tenant's property (including
      any improvements or additions to the Premises which Tenant made, unless made
      with Landlord's consent which expressly permitted Tenant to not remove the
      same
      upon expiration of the Term), as well as the property of others as may be in
      the
      Premises, and make disposition thereof in such manner as Landlord may deem
      to be
      commercially reasonable and necessary under the circumstances.

    


    19.4 Unless
      and until Landlord shall have terminated this Lease under paragraph 19.3 above,
      Tenant shall remain fully liable and responsible to perform all of the covenants
      and to observe all the conditions of this Lease throughout the remainder of
      the
      Term; and, in addition and without regard to whether Landlord shall have
      terminated this Lease, Tenant shall pay to Landlord, upon demand and as
      Additional Rent, the total sum of all costs, losses and expenses, including
      reasonable counsel fees, as Landlord incurs, directly or indirectly, because
      of
      any Default having occurred.

    


    If
      Landlord either terminates Tenant's right to possession without terminating
      this
      Lease or terminates this Lease and Tenant's leasehold estate as above provided,
      Landlord shall have the unrestricted right to relet the Premises or any part(s)
      thereof to such tenant(s) on such provisions and for such period(s) as Landlord
      may deem appropriate. Landlord shall be obligated to mitigate its damages to
      the
      extent required by applicable law; provided, however, Landlord shall have no
      obligation to have the Premises available for reletting or otherwise endeavor
      to
      relet so long as Landlord (or any related entity) has other comparable vacant
      space or property available for leasing to others and Landlord's obligation
      to
      mitigate damages shall be limited to such efforts as Landlord, in its sole
      reasonable judgment, deems appropriate.

    


    19.5 The
      damages which Landlord shall be entitled to recover from Tenant shall be the
      sum
      of:

    


    (1)
      all
      Basic Rent, Additional Rent and other charges accrued and unpaid as of the
      termination date; and

    


    (2)
      (i)
      all costs and expenses actually incurred by Landlord in recovering possession
      of
      the Premises, including removal and storage of Tenant's property, improvements
      and alterations therefrom, (ii) the costs and expenses of restoring the Premises
      to the condition in which the same were to have been surrendered by Tenant
      as of
      the expiration of the Term, or, in lieu thereof, the costs and expenses of
      remodeling or altering the Premises or any part for reletting the same, (iii)
      the costs of reletting (exclusive of those covered by the foregoing (ii)),
      including brokerage fees and reasonable counsel fees, and (iv) any overhead
      expenses related to the vacancy of the Premises for each month or part between
      the date of termination and the reletting of the entire Premises; and


    


    (3)
      all
      Basic Rent, Additional Rent and other charges to the extent that the amount(s)
      of Additional Rent or other charges have been determined otherwise payable
      by
      Tenant over the remainder of the Term.

    


    


    Less,
      deducting from the total determined under subparagraphs (1), (2), and (3) all
      rent and all other Additional Rent to the extent determinable as aforesaid,
      (to
      the extent that like charges would have been payable by Tenant) which Landlord
      receives from other tenant(s) by reason of the leasing of the Premises or part
      during or attributable to any period falling within the otherwise remainder
      of
      the Term.

    


    The
      damage sums payable by Tenant under the preceding provisions of this paragraph
      19.5 shall be payable on demand from time to time as the amounts are
      determined.

    


    In
      lieu
      of the damages payable in subparagraph (3) of this paragraph 19.5, Landlord
      shall be entitled to recover from Tenant, in a single action, as liquidated
      damages (in addition to the damages set forth in subparagraphs (1) and (2)
      of
      this paragraph 19.5) an amount equal all Basic Rent and Additional Rent for
      the
      period which otherwise would have constituted the unexpired portion of the
      Term,
      which amounts shall be discounted to present value at a rate of interest equal
      to 2% below the interest rate then announced by JPMorgan Chase Bank, N.A. as
      its
“Prime Rate” (or such other term as may be used by JPMorgan Chase Bank, N.A.,
      from time to time), provided that for the purpose of calculating said liquidated
      damage amount, Additional Rent and other charges shall be fixed, from the date
      of such election or commencement of reletting, as the amount of Additional
      Rent
      and other charges which would have been paid by Tenant, had Tenant not
      defaulted, as of the date of such election.


    
      
        
        

      

      
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    19.6 Any
      sums
      payable by Tenant hereunder, which are not paid after the same shall be due,
      shall bear interest from that day until paid at the rate of interest stated
      at
      paragraph 1.3.

    


    19.7 Landlord
      shall be entitled to injunctive relief in case of the violation, or attempted
      or
      threatened violation, of any covenant, agreement, condition or provision of
      this
      Lease, or to a decree compelling performance of any covenant, agreement,
      condition or provision of this Lease.

    


    19.8 In
      addition to any applicable lien, none of which are to be deemed waived by
      Landlord, Landlord shall have, at all times, and Tenant hereby grants to
      Landlord, a valid lien and security interest to secure payment of all rentals
      and other sums of money becoming due under this Lease from Tenant, and to secure
      payment of any damages or loss which Landlord may suffer by reason of the breach
      by Tenant of any covenant, agreement or condition contained herein, upon all
      goods, wares, equipment, fixtures, furniture, improvements and other personal
      property of Tenant presently or which may hereafter be situated on the Premises,
      and all proceeds therefrom, and such property shall not be removed therefrom
      without the consent of Landlord until all arrearages in rent as well as any
      and
      all other sums of money then due to Landlord hereunder shall first have been
      paid and discharged and all covenants, agreements and conditions hereof have
      been fully complied with and performed by Tenant. Upon the occurrence of an
      event of default by Tenant, Landlord may, in addition to any other remedies
      provided herein, enter upon the Premises and take possession of any and all
      goods, wares, equipment, fixtures, furniture, improvements and other personal
      property of Tenant situated on the Premises, without liability for trespass
      or
      conversion, and sell the same at public or private sale, with or without having
      such property at the sale, after giving Tenant reasonable notice of the time
      and
      place of any public sale or of the time after which any private sale is to
      be
      made, at which sale Landlord or its assigns may purchase unless otherwise
      prohibited by law. Unless otherwise provided by law, and without intending
      to
      exclude any other manner of giving Tenant reasonable notice, the requirement
      of
      reasonable notice shall be met if such notice is given in the manner prescribed
      in ARTICLE XXVI of this Lease at least five (5) days before the time of sale.
      The proceeds from any such disposition, less any and all expenses connected
      with
      the taking of possession, holding and selling of the property (including
      reasonable attorney's fees and other expenses), shall be applied as a credit
      against the indebtedness secured by the security interest granted herein. Any
      surplus shall be paid to Tenant or as otherwise required by law; and Tenant
      shall pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees
      to
      execute and deliver to Landlord a financing statement in form sufficient to
      perfect the security interest of Landlord in the aforementioned property and
      proceeds thereof under the provisions of the Uniform Commercial Code in force
      in
      the State of New Jersey.

    


    19.9 For
      the
      purpose of this ARTICLE XIX, in the event of Tenant’s voluntary or involuntary
      bankruptcy, should the Tenant as Debtor-in-Possession or a Trustee appointed
      by
      the Bankruptcy Court, attempt to provide adequate assurance of Tenant’s ability
      to continue to operate out of the Premises, adequate assurance shall mean to
      the
      extent permitted by law, at a minimum, the following:

    


    (i) The
      Trustee or Debtor-in-Possession has and will continue to have sufficient
      unencumbered assets after the payment of all secured obligations and
      administrative expenses to assure Landlord that the Trustee or
      Debtor-in-Possession will have sufficient funds to fulfill the obligations
      of
      Tenant under this Lease, and to keep the Demised Premises properly staffed
      with
      sufficient employees to conduct a fully operational, actively promoted business
      in the Premises; and

    


    (ii) The
      Bankruptcy Court shall have entered an Order segregating sufficient cash payable
      to Landlord and/or the Trustee or Debtor-in-Possession shall have granted a
      valid and perfected first lien and security interest and/or mortgage in property
      of Tenant, Trustee or Debtor-in-Possession, acceptable as to value and kind
      to
      Landlord, to secure to Landlord the obligation of the Trustee or
      Debtor-in-Possession to cure the monetary and/or non-monetary defaults under
      this Lease within the time periods set forth above.

    


    19.10 Notwithstanding
      anything to the contrary in this Lease, in no event shall either party be liable
      to the other for special, indirect or consequential damages except as provided
      in Section
      14.1.

    


    



    
      
        
        

      

      
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    ARTICLE
      XX

    


    20.     
      LANDLORD'S
      REMEDIES CUMULATIVE; EXPENSES

    


    20.1 All
      rights and remedies of Landlord herein enumerated shall be cumulative, and
      none
      shall exclude any other right or remedy allowed by law. For the purposes of
      any
      suit brought or based hereon, at Landlord's option, this Lease shall be
      construed to be a divisible contract, to the end that if Landlord so elects
      successive actions may be maintained on this Lease as successive periodic sums
      mature hereunder.

    


    20.2 Tenant
      shall pay, upon demand, all of Landlord's costs, charges and expenses, including
      reasonable fees of counsel, agents and others retained by Landlord, actually
      incurred in enforcing Tenant's obligations hereunder.

    


    


    ARTICLE
      XXI

    


    21.          
      SUBORDINATION,
      ESTOPPEL AND ATTORNMENT

    


    21.1 This
      Lease is subject and subordinate to the lien of any and all mortgages (which
      term shall include both construction and permanent financing and shall include
      deeds of trust and similar security instruments) and all ground or other
      underlying leases from which Landlord's title is derived (“ground leases”) which
      may now or hereafter encumber or otherwise affect the Real Property or
      Landlord's leasehold therein, and to any and all renewals, extensions,
      modifications, recasting or refinancing thereof. This clause shall be self
      operative and no further instrument of subordination need to be required by
      any
      mortgagee, trustee or ground lessee. Nevertheless, if requested by Landlord,
      Tenant shall promptly execute such subordination certificate or other
      subordination document requested. Tenant agrees that if any proceedings are
      brought for the foreclosure of any such mortgage, Tenant if requested to do
      so
      by the purchaser at the foreclosure sale or the grantee of any deed given in
      lieu of foreclosure, shall attorn to such purchaser or grantee, shall recognize
      the purchaser or grantee as the Landlord under this Lease, and shall make all
      payments required hereunder to such new Landlord without any deduction or
      set-off or any kind whatsoever. Tenant agrees that if any proceedings are
      successfully brought for the termination of any ground lease, or if any other
      remedy is successfully exercised by any ground lessor whereby the ground lessor
      succeeds to the interests of tenant under the ground leases, Tenant, if
      requested to do so by the ground lessor, shall attorn to the ground lessor,
      shall recognize the ground lessor as the Landlord under this Lease, and shall
      make all payments required hereunder to such new Landlord without deduction
      or
      set-off.

    


    21.2 Tenant
      agrees at any time and from time to time upon not less than thirty (30) days
      prior written request by Landlord, to execute, acknowledge and deliver to
      Landlord's a statement in writing certifying that this Lease is unmodified
      and
      in full force and effect (or, if there have been modifications, that the same
      are in full force and effect as modified and stating the modifications) and
      the
      dates to which the Basic Rent and Additional Rent have been paid, and stating
      whether Tenant knows of any default by Landlord under this Lease, and, if so,
      specifying each such known default, it being intended that any such statement
      delivered pursuant to this paragraph 21.2 may be relied upon by a prospective
      purchaser of Landlord's interest or a mortgagee of Landlord's interest or
      assignee of any mortgage upon Landlord's interest in the Real
      Property.

    


    21.3 If,
      in
      connection with obtaining or continuing financing on the Premises, the Real
      Property, or improvements thereto, the Landlord's mortgage lender shall request
      reasonable modifications to this Lease as a condition to such financing, Tenant
      agrees to promptly execute a modification document incorporating such
      modifications; provided that said modifications do not (i) increase the monetary
      obligations of the Tenant, (ii) adversely affect the Tenant's use of the
      Premises by more than a de minimis extent, (iii) increase any other obligation
      of Tenant more than to a de minimis extent, or (iv) reduce any obligation of
      Landlord under this Lease.

     

    21.4 Landlord
      shall request an agreement from the holder of any mortgage or ground lease
      now
      or hereafter affecting the Building and/or Real Property on such holder’s
      customary form agreeing in substance that if Landlord’s interest in this Lease
      shall be foreclosed upon, then provided Tenant is not in default of its
      obligation hereunder beyond any applicable notice and grace period, Tenant’s
      occupancy of the Premises shall not be disturbed provided Tenant shall attorn
      to
      and recognize the holder of said mortgage or ground lessee as its Landlord
      hereunder, in accordance with all the executory terms and conditions of this
      Lease. 

    


     


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    


    ARTICLE
      XXII

     

    22.          
      DAMAGE
      BY
      FIRE OR OTHER CASUALTY

    


    22.1 If
      the
      Premises shall be damaged by fire or other casualty: 1) except as otherwise
      provided in subsection (2) hereof, the damage shall be promptly repaired by
      and
      at the expense of Landlord and the Basic Rent and Additional Rent until such
      repairs shall be made shall be equitably abated according to the part of the
      Premises which is usable by Tenant, unless such damage was caused by the gross
      negligence or willful misconduct of Tenant or its servants, agents, employees,
      invitees, or licensees, in which case no abatement of Basic Rent or Additional
      Rent shall be made. Landlord agrees, at its expense, to repair promptly any
      damage to the Premises, except that Tenant agrees to repair or replace its
      own
      furniture, furnishings and equipment. No penalty shall accrue due to an
      Excusable Delay. (2) If the Premises are totally damaged or are rendered wholly
      untenantable by fire or other casualty, or if Landlord's architect certifies
      that it cannot be repaired within nine (9) months of the casualty or if Landlord
      shall decide to demolish the Building, Landlord shall, within sixty (60)
      days
      after
      such fire or other casualty, give Tenant a notice of such circumstance or
      decision, and thereupon the Term shall expire ten (10) days after such notice
      is
      given, and Tenant shall vacate the Premises and surrender the same to Landlord.
      (3) If Landlord fails to complete the repair and restoration of the Premises
      within nine (9) months from the date of the casualty (subject to Excusable
      Delays) then Tenant shall have the right to cancel and terminate this Lease
      upon
      the delivery of a notice to Landlord delivered within fifteen (15) days after
      the expiration of the aforesaid nine (9) month period. (4) Landlord agrees
      that
      it shall diligently pursue all repair and restoration work required on its
      part
      to be completed hereunder.

    


    22.2 Subject
      to the provisions of Section
      23.1,
      if the
      Premises shall be damaged by fire or other casualty arising from the gross
      negligence or willful misconduct of Tenant or its servants, agents, employees,
      invitees or licensees and said damage is not covered under the policy or
      policies of insurance issued to Landlord or Tenant, Tenant shall be liable
      to
      Landlord as is elsewhere provided in this Lease, Landlord shall have the option
      but not the obligation to restore or rebuild the same or to terminate this
      Lease
      and Tenant shall continue to be responsible to pay Basic Rent and Additional
      Rent without abatement for the entire Term otherwise applicable. Notwithstanding
      anything herein to the contrary, under no circumstances shall Tenant have the
      right to cancel and terminate this Lease in the event the Premises shall be
      damaged by fire or other casualty arising from the gross negligence or willful
      misconduct of Tenant or its servants, agents, employees, invitees or licensees.
      

     

    22.3 
      If the
      Premises are substantially damaged and are thereby rendered wholly untenantable,
      or if the Building shall be so damaged that Tenant is deprived of reasonable
      access to the Premises, and if Landlord is required or elects to restore the
      Premises, Landlord shall, within sixty (60) days following the date of the
      damage, give notice (the “Restoration
      Notice”)
      to
      Tenant of the date by which Landlord estimates the restoration of the Premises
      (including Landlord Work but excluding any Tenant Alterations) shall be
      Substantially Completed. If such date, as set forth in the Restoration Notice,
      is more than twelve (12) months from the date of such damage, then Tenant shall
      have the right to terminate this Lease by giving notice (the “Termination
      Notice”)
      to
      Landlord not later than thirty (30) days following Tenant’s receipt of the
      Restoration Notice. If Tenant delivers a Termination Notice to Landlord, this
      Lease shall be deemed to have terminated as of the date of the giving of the
      Termination Notice.

     

    


    


    ARTICLE
      XXIII

    


    23.          
      MUTUAL
      WAIVER OF SUBROGATION CASUALTY

    


    23.1 Each
      party hereto waives any cause of action it might have against the other party
      on
      account of any loss or damage that is insured against under any insurance policy
      (to the extent that such loss or damage is recoverable under such insurance
      policy) that covers the Building, and/or Premises, Landlord's or Tenant's
      fixtures, personal property, leasehold improvements or business and which names
      Landlord or Tenant, as the case may be, as a party insured. Each party hereto
      agrees that it will cause its insurance carrier to endorse all applicable
      policies waiving the carrier's right of recovery under subrogation or otherwise
      against the other party.

    


    


    ARTICLE
      XXIV

    


    24.          
      CONDEMNATION
      


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    


    


    24.1 If
      all of
      the Premises shall be acquired or condemned by eminent domain proceeding, or
      by
      giving of a deed in lieu of thereof (a “Taking”), then and in that event, the
      Term shall cease and terminate from the date of title-vesting pursuant to such
      proceeding or agreement. If only a portion of the Premises shall be so acquired
      or condemned, this Lease shall cease and terminate at Landlord's option, and
      if
      such option is not exercised by Landlord, an equitable adjustment of the Basic
      Rent and Additional Rent payable by Tenant for the remaining portion of the
      Premises shall be made. If 25% or more of the Premises shall be acquired or
      condemned, the Tenant shall also have the option to terminate this Lease. In
      the
      event of a termination under this ARTICLE other than for the adjustment of
      the
      Basic Rent and Additional Rent as hereinbefore mentioned, Tenant shall have
      no
      claim whatsoever against Landlord including (without limitation) any claim
      for
      the value of any unexpired Term; nor shall Tenant be entitled to claim or
      receive any portion of any amount that may be awarded as damages or paid as
      a
      result of such proceedings or as the result of any agreement made by the
      condemning authority with Landlord. Tenant shall assert no claim, including
      (without limitation) any claim for the value of any unexpired Term, against
      the
      condemning authority that may in any way impair or diminish Landlord's claims
      against such condemning authority.

     

    24.2 If
      a
      Taking occurs which does not result in the termination of this Lease, Landlord
      shall repair, after and restore the remaining portions of the Premises to its
      former condition to the extent that the same may be feasible.

    


    


    ARTICLE
      XXV

    


    25.          
      CHANGES
      SURROUNDING BUILDING

    


    25.1 This
      Lease shall not be affected or impaired by any change, alteration or addition
      in, to or of any sidewalk, alley, street, landscape or structure adjacent to
      or
      around the Building or Real Property, except as provided in ARTICLE
      XXIV.

    


    25.2 Any
      changes in the arrangement or location of any public portion of the Building
      not
      contained in the Premises or any part thereof shall not constitute an eviction
      or disturbance of Tenant's use or possession of the Premises provided such
      change does not unreasonably interfere with Tenant's use of or ingress to and
      from the Premises and Landlord shall be free to make such changes or alterations
      without liability to Tenant

    


    25.3 Landlord
      may designate a name and address for the Building and may change same from
      time
      to time as Landlord sees fit or as may be required by law.

    


    


    ARTICLE
      XXVI

    


    26.          
      NOTICES

    


    26.1 Except
      as
      may be otherwise expressly provided in this Lease, notices by either party
      to
      the other shall be in writing and shall be sent by registered or certified
      mail,
      by overnight mail by a nationally recognized overnight delivery service or
      by
      hand delivery, addressed to Landlord or Tenant at their respective addresses
      hereinabove set forth or to such other address as either party shall hereafter
      designate by notice as aforesaid. All notices properly addressed shall be deemed
      served upon receipt by the addressee or, in the case of notice by mail, three
      (3) days after the date of mailing, except that notice of change of address
      shall not be deemed served until received by the addressee.

    


    


    ARTICLE
      XXVII

    


    27.          
      NO
      WAIVER

    


    27.1 No
      delay
      or forbearance by Landlord, no act or undertaking by Landlord and/or no waiver
      by Landlord of any breach by Tenant of any of the terms, covenants, agreements,
      or conditions of this Lease shall be deemed to constitute a waiver of any
      current (unless Landlord so agrees in writing) or succeeding breach thereof,
      or
      a waiver of any breach of any of the terms, covenants, agreements and conditions
      herein contained.


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    


    


    27.2 No
      employee of Landlord or of Landlord's agents shall have any authority to accept
      the keys of the Premises prior to the Termination Date and the delivery of
      keys
      to any employee of Landlord or Landlord's agents shall not operate as an
      acceptance of a termination of this Lease or an acceptance of a surrender of
      the
      Premises.

    


    27.3 The
      receipt by Landlord of the Basic Rent and Additional Rent with knowledge of
      the
      breach of any covenant of this Lease shall not be deemed a waiver of such
      breach. No payment by Tenant or receipt by Landlord of a lesser amount than
      the
      monthly Basic Rent or a lesser amount of the Additional Rent then due shall
      be
      deemed to be other than on account of the earliest stipulated amount then due,
      nor shall any endorsement or statement on any check or any letter or other
      instrument accompanying any check or payment as Basic Rent or Additional 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 Basic
      Rent
      or Additional Rent or pursue any other remedy provided in this
      Lease.

    


    27.4 The
      failure of Landlord to enforce any of the Rules and Regulations as may be set
      by
      Landlord from time to time against Tenant or against any other tenant in the
      Building shall not be deemed a waiver of any such Rule or
      Regulation.

    


    


    ARTICLE
      XXVIII

    


    28.          
      LANDLORD'S
      RESERVED RIGHTS

    


    28.1 Landlord
      reserves the following rights: (1) if during or prior to the last ninety (90)
      days of the Term Tenant vacates the Premises, to decorate, remodel, repair,
      alter or otherwise prepare the Premises for reoccupancy and, (2) to masterkey
      all locks to the Premises.

    


    28.2 Landlord
      may enter upon the Premises and may exercise either of the foregoing rights
      hereby reserved in this ARTICLE XXVIII without being deemed to have caused
      an
      eviction or disturbance of Tenant's use and possession of the Premises and
      without being liable in any manner to Tenant.

    


    


    ARTICLE
      XXIX

    


    29.          
      LANDLORD'S
      LIABILITY

    


    29.1 Landlord,
      as well and Landlord's owners, servants, employees, agents or licensees, shall
      not be liable for any injury or damage to persons or property resulting from
      fire, explosion, falling plaster, steam, gas, electricity, water, rain, snow,
      or
      leaks from any part of the Building or from the pipes, appliances, plumbing,
      or
      the roof, street, subsurface, or from any other place or by dampness, offensive
      odors or noise, or by any other cause of whatsoever nature, unless caused by
      or
      due to the negligence of Landlord or its agents.

    


    29.2 Should
      Tenant enter the Premises prior to the Commencement of this Lease for the
      purpose of making any installations, alterations or improvements as may be
      permitted by Landlord, Landlord shall have no liability or obligation for the
      care or preservation of Tenant’s property, for personal injury, or
      otherwise.

    


    29.3 Tenant
      agrees to take such steps, at its own cost, as it may deem necessary and
      adequate for the protection of itself, and its agents, servants, employees,
      invitees, and licensees against personal injury and property damage, by
      insurance, as a self-insurer or otherwise.

    


    


    ARTICLE
      XXX

    


    30.          
      TENANT'S
      LIABILITY

    


    30.1 Tenant
      shall hold Landlord harmless from and indemnify Landlord for all expenses,
      damages, or fines, incurred or suffered by Landlord by reason of any breach,
      violation, or non-performance by Tenant, its agents, servants, employees,
      invitees, or licensees of any covenant or provision of this Lease, or by reason
      of damage to persons or property caused by moving property of or for Tenant
      in
      or out of the Building, or by the installation or removal of furniture or other
      property of or for Tenant or by reason of, or arising out of the carelessness,
      negligence or improper conduct of Tenant, or its agents, servants, employees,
      invitees, and licensees in the use or occupancy of the Premises. Any such
      expense shall be deemed Additional Rent, due in the next calendar month after
      it
      is incurred.


    
      
        
        

      

      
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    ARTICLE
      XXXI

    


    31.          
      TENANT'S
      INSURANCE

    


    31.1 Tenant
      covenants to provide on or before the Commencement Date for the benefit of
      Landlord and Tenant a comprehensive policy of commercial general liability
      insurance protecting Landlord and Tenant against any liability whatsoever
      occasioned by any occurrence on or about the Premises or any appurtenances
      thereto naming Landlord as an additional insured. Such policy is to be written
      by insurance companies qualified to do business in the State of New Jersey
      and
      the limits of liability thereunder shall not be less than the amount of Three
      Million Dollars ($3,000,000.00) with respect to any one person, with respect
      to
      any one accident, and with respect to property damage. Such insurance may be
      carried under a blanket policy covering the Premises and other locations of
      Tenant, if any.

    


    31.2 Prior
      to
      the time such insurance is first required by this ARTICLE to be carried by
      Tenant, and thereafter, at least thirty (30) days prior to the expiration of
      any
      such policy, Tenant agrees to deliver to Landlord either a duplicate original
      of
      the aforesaid policy or a certificate evidencing such insurance, including
      the
      Landlord and the managing agent as an additional insured, together with evidence
      of payment for the policy. Said policy or certificate shall contain an
      endorsement that such insurance may not be canceled except upon thirty (30)
      days
      notice to Landlord.

    


    31.3 Upon
      failure at any time on the part of Tenant to procure and deliver to Landlord
      the
      policy or certificate of insurance, as hereinabove provided, stamped "Premium
      Paid" by the issuing company at least thirty (30) days before the expiration
      of
      the prior insurance policy or certificate, if any, or to pay the premiums
      therefore, Landlord shall be at liberty, from time to time, as often as such
      failure shall occur, to procure such insurance and to pay the premium therefore,
      and any sums paid for insurance by Landlord shall be and become, and are hereby
      declared, to be Additional Rent hereunder for the collection of which Landlord
      shall have all the remedies provided for in this Lease or by law for the
      collection of rent. Payment by Landlord of such premium or the carrying by
      Landlord of any such policy shall not be deemed to waive or release the default
      of Tenant with respect thereto. Tenant's failure to provide and keep in force
      the aforementioned insurance shall be regarded as a Default hereunder entitling
      Landlord to exercise any or all of the remedies as provided in this Lease in
      the
      event of Default.

    


    


    ARTICLE
      XXXII

    


    
      	
              32.

            	
              CONSTRUCTION
                LIENS

            


    

    


    32.1 Nothing
      herein contained shall be construed as a consent on the part of the Landlord
      to
      subject the estate of the Landlord to liability under the Construction Lien
      Law
      of the State of New Jersey, it being expressly understood that the Landlord’s
      estate shall not be subject to such liability. The Tenant shall have no power
      or
      right to any act or make any contract which may create or be the format for
      any
      lien, mortgage or other encumbrance upon the estate of the Landlord.
      Notwithstanding the foregoing, any construction lien filed against the Real
      Property for work claimed to have been done for, or materials claimed to have
      been furnished to Tenant, shall be bonded or discharged by Tenant within thirty
      (30) days after notice of filing, at Tenant’s expense. Tenant shall forever
      indemnify and hold Landlord harmless from and against any and all claims arising
      from said liens including all costs, expenses, losses, fines and penalties,
      including without limitation, reasonable attorneys fees related thereto or
      resulting therefrom. This clause shall survive the Term of this
      Lease.

    


    ARTICLE
      XXXIII

    


    33.          
      NOTICE
      OF
      FIRE AND ACCIDENTS 

    


    33.1 Tenant
      shall give Landlord immediate notice in case of fire or accident on the Premises
      or, in case of fire or accident involving Tenant, its servants, agents,
      employees, invitees, or licensees, in the Building or on the Real
      Property.

    


    


    ARTICLE
      XXXIV

    


    34.          
      RELEASE
      OF LANDLORD


    
      
        
        

      

      
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    34.1 The
      term
      "Landlord" as used in this Lease means only the owner for the time being of
      the
      Real Property or the lessee of a lease of the Real Property. In the event of
      any
      transfer of title to or lease of the Real Property, the Landlord shall be
      entirely freed and relieved of all covenants and obligations of Landlord
      accruing from and after the date of said transfer hereunder, such transferee
      shall be deemed to have assumed Landlord’s obligations under this Lease, and
      this Lease shall be deemed and construed as a covenant running with the Land
      without further agreement between the parties or their successors in
      interest.

    


    34.2 Landlord,
      as well as Landlord's owners, servants, employees, agents or licensees, shall
      be
      under no personal or recourse liability with respect to any of the provisions
      of
      this Lease, and if Landlord is in breach or default with respect to its
      obligations or otherwise, Tenant shall look solely to the equity of Landlord
      in
      the Real Property for the satisfaction of Tenant's remedies. It is expressly
      understood and agreed that Landlord's liability under the terms, covenants,
      conditions, and obligations of this Lease shall in no event exceed the loss
      of
      its equity in the Real Property.

    


    


    ARTICLE
      XXXV

    


    35.          
      USE
      OF
      SECURITY DEPOSIT

    


    35.1 In
      the
      event of a default of Tenant in respect of any of the terms, covenants or
      conditions of this Lease, without regard to any provision in this Lease
      regarding notice to cure, Landlord may use, apply or retain the whole or any
      part of the Security Deposit to the extent required for the payment of any
      Basic
      Rent, Additional Rent, or any other sum as to which Tenant is in default, or
      for
      any sum which Landlord may expend or may reasonably be required to expend by
      reason of Tenant's Default in respect to any of the terms, covenants, or
      conditions of this Lease, including but not limited to, any damages or
      deficiency accrued before or after summary proceedings of other re-entry by
      Landlord. In the event that Landlord applies or retains the whole or any part
      of
      the Security Deposit as aforesaid, Tenant shall immediately restore the Security
      Deposit to the sum thereof prior to any such use, application or retention.
      In
      the event that Tenant shall fully and faithfully comply with all of the terms,
      covenants, and conditions of this Lease, the remaining amount of the Security
      Deposit shall be returned to Tenant, without interest, promptly after the
      Termination Date and after delivery of possession of the entire Premises to
      Landlord.

    


    35.2 In
      the
      event of a sale of the Real Property or a leasing thereof, Landlord shall have
      the right to transfer the Security Deposit to the vendee or lessee, as the
      case
      may be, and Landlord shall thereupon be released by Tenant from all liability
      for the return of such Security Deposit transferred to the new Landlord; and
      Tenant agrees to look to the new Landlord solely for the return of the Security
      Deposit; and it is agreed that the provisions thereof shall apply to every
      transfer or assignment made of the Security Deposit to a new Landlord. Tenant
      further covenants that it will not assign or encumber, or attempt to assign
      or
      encumber the Security Deposit and that neither Landlord nor its successors
      or
      assigns shall be bound by any such assignment, or attempted
      encumbrance.

    


    35.3 Provided
      that no default by Tenant under this Lease shall have previously occurred or
      then exist, on each of the first day of the tenth (10th)
      month
      and on the first day of the eighteenth (18th)
      month
      of the Term, the Security Deposit shall be reduced by eighteen thousand one
      hundred twelve and 50/100 ($18,112.50) Dollars and such amount shall be returned
      to Tenant.

    


    


    ARTICLE
      XXXVI

    


    36.          
      DIRECTORY

    


    36.1 Landlord
      shall furnish and service at the entrance of the Building a directory, listing
      therein such reasonable and customary number of names that Tenant may from
      time
      to time request to be listed in such directory. Tenant shall be responsible
      for
      the costs of changes to the Directory.

    


    ARTICLE
      XXXVII

    


    37.           HAZARDOUS
      WASTE, AIR, WATER AND GROUND POLLUTION


    
      
        
        

      

      
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    37.1 Tenant
      hereby warrants that its North American Industry Classification System ("NAICS")
      Code Number is 325412. If Tenant's NAICS Code shall ever change it shall
      immediately notify Landlord of such change. Tenant shall not (either with or
      without negligence) cause or permit the escape, disposal or release of any
      biological or chemically active or other hazardous substances, or materials
      on
      the Premises or the Real Property. Tenant shall not allow the storage or use
      of
      such substances or materials on the Premises or the Real Property in any manner
      not sanctioned by law for the storage and use of such substances or materials
      on
      the Premises or the Real Property, nor allow to be brought into the Premises,
      Building or Real Property any such materials or substances except to use in
      the
      ordinary course of Tenant's business. Without limitation, hazardous substances
      and materials shall include those described in the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section
      9601 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C.
      Section 6901 et seq., any applicable state or local laws and the regulations
      adopted under these acts. If any lender or governmental agency shall ever
      require testing to ascertain whether or not there has been release of hazardous
      materials on the Premises or the Real Property, then the reasonable costs
      thereof shall be reimbursed by Tenant to Landlord upon demand as additional
      charges if such requirement applies to the alleged release of hazardous material
      on the Premises during the Term. In addition, Tenant shall execute affidavits,
      representations and the like from time to time at Landlord's reasonable request
      concerning Tenant's knowledge and belief regarding the presence of hazardous
      substances or materials on the Premises. In all events, Tenant shall indemnify
      Landlord in the manner provided in this Lease from any release of hazardous
      materials on the Premises occurring while Tenant is in possession, or elsewhere
      on the Real Property if caused by Tenant or persons acting under Tenant. The
      within covenants shall survive the expiration or earlier termination of the
      Lease Term. The Tenant expressly covenants and agrees to indemnify, defend,
      and
      save the Landlord harmless against any claim, damage, liability, costs,
      penalties, or fines which the Landlord may suffer as a result of the release
      of
      any hazardous material (hereinafter referred to as "Pollution") caused by the
      Tenant in its use of the Premises. The Tenant covenants and agrees to notify
      the
      Landlord immediately of any claim or notice served upon it with respect to
      any
      such claim that the Tenant is causing Pollution; and the Tenant, in any event,
      will take immediate steps to halt, remedy or cure any Pollution caused by the
      Tenant by its use of the Premises. The foregoing covenant shall survive the
      expiration or termination of the within Lease.

    


    37.2 Landlord
      represents that to its actual knowledge (without investigation) there are no
      violations of any environmental laws currently existing with respect to the
      Premises or the Real Property.

    


    ARTICLE
      XXXVIII

    


    38.          
      ISRA
      COMPLIANCE

    


    38.1 Tenant
      shall not cause the Premises to be used as an "Industrial Establishment" as
      defined under the New Jersey Industrial Site Remediation Act, N.J.S.A. 12:1K-6
      et seq. ("the Act") and all regulations promulgated pursuant to the Act. Tenant
      shall, at Tenant's own expense, comply with the Act, Tenant shall, at Tenant's
      own expense, provide all information within Tenant's control requested by
      Landlord or the Bureau of Industrial Site Evaluation for the preparation of
      submissions, declarations, reports and plans pursuant to the Act. If the New
      Jersey Department of Environmental Protection (DEP) or any successor agency
      shall determine that a clean-up plan be prepared and that a clean-up be
      undertaken because of any spills or discharges of hazardous substances or wastes
      at the Premises or elsewhere if Tenant or persons acting under Tenant or on
      behalf of Tenant caused such release, then Tenant shall, at Tenant's own
      expense, prepare and submit the required plans and carry out the approved plans.
      Tenant shall indemnify, defend and save harmless Landlord from all costs,
      expenses, fines, suits, procedures, claims and actions of any kind arising
      out
      of or in any way connected with any such spills or discharges of hazardous
      substances or wastes at the Premises or elsewhere if caused by Tenant or persons
      acting under Tenant or on behalf of Tenant. Tenant's obligations and liability
      under this Paragraph shall survive the Term of this Lease and shall continue
      so
      long as Landlord remains responsible for any spills or discharges or hazardous
      substances or wastes at the Premises. Tenant also agrees to cooperate with
      the
      Landlord in obtaining ISRA approval.

    


    38.2        
      CONDITION
      PRECEDENT TO ASSIGNMENT AND SUBLEASE

    


    38.2.1 As
      a
      condition precedent to Tenant's right to sublet the Premises or to assign this
      Lease, Tenant shall, at Tenant's own expense, first comply with ISRA and all
      other Environmental Laws, and fulfill all of Tenant's environmental obligations
      under this Lease pursuant to ARTICLE XXXVII which also arise upon termination
      of
      Tenant's Lease Term. If this condition shall not be satisfied, the Landlord
      shall have the right to withhold consent to sublet or assignment.

    


    


     


    
      
        
        

      

      
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    ARTICLE
      XXXIX


    39.          
      TENANT
      RELOCATION

    


    39.1 Notwithstanding
      any other provisions of this Lease to the contrary, the Landlord reserves the
      right, not more than once during the Term and not more than once during the
      Extended Period (as hereinafter defined) if Tenant exercises its option to
      extend the Term in accordance with the provisions of ARTICLE XL, upon sixty
      days
      advance written notice to the Tenant, to relocate Tenant to substituted space
      of
      approximately equal square footage in the Building with a comparable window
      line. Such substituted space shall then constitute the Premises under this
      Lease
      and this Lease shall remain in full force and effect without modification except
      as may be appropriate to take into account any differences in the square footage
      of such substituted space. In such event the Landlord shall pay all of Tenant’s
      reasonable costs of moving and reinstallation of telephone and other equipment
      in the substituted space. In addition, Landlord shall reimburse Tenant for
      decorating and preparation of the substituted space, in such manner as shall
      be
      similar or equal to that which existed in the Premises; and the reimbursement
      costs shall be so limited

    


    


    ARTICLE
      XL

    


    40.           
      OPTION
      TO
      RENEW

    


    40.1 Provided
      that no Default exists, Tenant shall have one (1) option to extend the Term
      of
      this Lease, for one (1) period of five (5) years (the “Extended Period”) upon
      the following terms and conditions:

    


    40.2 If
      Tenant
      elects to exercise said option, it shall do so by giving notice of such election
      to Landlord on or before the date which is twelve (12) months before the
      Termination Date. Tenant agrees that it shall have forever waived its right
      to
      exercise any such option if it shall fail for any reason whatsoever to give
      such
      notice to Landlord by the time provided in this Section 40.2 for the giving
      of
      such notice, whether such failure is inadvertent or intentional, time being
      of
      the essence as to the exercise of such option.

    


    40.3 If
      Tenant
      elects to exercise said option, the Term shall be automatically extended for
      the
      Extended Period without execution of an extension or renewal lease. However,
      within ten (10) days after request of either party following the effective
      exercise of such option, Landlord and tenant shall execute, acknowledge and
      deliver to each other duplicate originals of an instrument confirming that
      such
      option was effectively exercised.

    


    40.4 The
      Extended Period shall be upon the same terms and conditions as are in effect
      immediately preceding the commencement of any such Extended Period; provided,
      however, that Tenant shall have no further right or option to extend the Term
      for any period of time beyond the expiration of the Extended Period and provided
      further, that during the Extended Period the Basic Rent shall be the greater
      of:
      (i) Two Hundred Twenty-Four Thousand Four Hundred Thirty-Seven and 50/100
      ($224,437.50) Dollars per annum payable in equal monthly installments, in
      advance, in the amount of Eighteen Thousand Seven Hundred Three and
      13/100 ($18,703.13) Dollars per month or (ii) the Fair Market Rent for the
      Premises. Nothing set forth in this ARTICLE shall be deemed to provide Tenant
      with more that one option to extend the original Term for a single period of
      five (5) years in accordance with the provisions of this ARTICLE. If Landlord
      and Tenant agree to any further extensions of this Lease, then such extension,
      if any, shall be on such terms and conditions as Landlord and Tenant shall
      mutually agree and the provisions of this ARTICLE shall not apply to any such
      extension. 

    


    40.5 Any
      termination, expiration, cancellation or surrender of this Lease shall terminate
      any right or option for the Extended Period not yet exercised.

    


    40.6 The
      option provided herein to extend the Term of this Lease may not be severed
      from
      this Lease or separately sold, assigned or otherwise transferred.

    


    40.7  For
      purposes of determining the Basic Rent payable during the Extended Period,
      the
      Fair Market Rent shall be equal the fixed annual rent that a willing lessee
      would pay and a willing lessor would accept for the Premises during the Extended
      Period, taking into account all reasonably relevant factors. If Tenant gives
      the
      Renewal Notice in a timely manner, Landlord shall notify Tenant (the “Rent
      Notice”) at least ninety (90) days before the Termination Date of Landlord’s
      determination of the Basic Rent for the Extended Period, and if such
      determination is the Fair Market Rent, Landlord’s determination thereof
      (“Landlord’s Initial Determination”). If the Rent Notice sets forth Landlord’s
      determination of the Fair Market Rent for the Premises, Tenant shall notify
      Landlord (“Tenant’s Notice”), within ten (10) days after Tenant’s receipt of the
      Rent Notice, TIME BEING OF THE ESSENCE, whether Tenant accepts or disputes
      Landlord’s Initial Determination, and if Tenant disputes Landlord’s Initial
      Determination, Tenant’s Notice shall set forth Tenant’s determination of the
      Fair Market Rent (“Tenant’s Initial Determination”). If Tenant fails to give
      Tenant’s Notice within such ten (10) day period, Tenant shall be deemed to have
      accepted Landlord’s Initial Determination. If Tenant timely gives notice as
      herein provided that Tenant disputes Landlord’s Initial Determination, the
      parties shall then engage in good faith negotiations for ten (10) days to
      determine the Fair Market Rent for the Extended Period. In the event the parties
      cannot resolve their dispute with regard to the Fair Market Rent for the
      Extended Period within such ten (10) day period, then this Lease shall be deemed
      renewed and the Fair Market Rent shall be determined by arbitration in
      accordance with Section 40.9 hereof.


    
      
        
        

      

      
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    40.8 
      If
      Tenant timely disputes Landlord’s Initial Determination and if the final
      determination of Fair Market Rent shall not be made on or before the first
      day
      of the Extended Period, then, pending such final determination, Tenant shall
      pay, as Basic Rent for the Extended Period, an amount equal to Landlord’s
      Initial Determination. If, based upon the final determination of the Fair Market
      Rent, the Basic Rent payments made by Tenant for such portion of the Extended
      Period were (i) less than the Fair Market Rent payable for the Extended Period,
      Tenant shall pay to Landlord the amount of such deficiency within ten (10)
      days
      after demand therefor or (ii) greater than the Fair Market Rent payable for
      the
      Extended Period, Landlord shall credit the amount of such excess against future
      installments of Basic Rent and/or Additional Rent payable by
      Tenant.

    


    40.9  If
      Tenant
      timely disputes Landlord’s Initial Determination and Landlord and Tenant fail to
      agree as to the Fair Market Rent within thirty
      (30) days after the giving of Tenant’s Notice, then the Fair Market Rent shall
      be determined by arbitration (and either party may request arbitration in such
      circumstances) conducted in accordance with the Real Estate Valuation
      Arbitration Rules (Expedited Procedures) of the American Arbitration Association
      (or any successor organization; collectively, the “AAA”), except that the
      provisions of this Section 40.9 shall supersede any conflicting or inconsistent
      provisions of said rules. The party requesting arbitration shall do so by giving
      notice to that effect to the other party, specifying in said notice the nature
      of the dispute, and that said dispute shall be determined in the County of
      Essex, State of New Jersey, by one arbitrator in accordance with this Section
      40.9. If the parties fail to agree on an arbitrator within fourteen (14) days
      after either party first requests arbitration, then either Landlord or Tenant
      may request the AAA to appoint an arbitrator who shall be impartial within
      fourteen (14) days of such request and both parties shall be bound by any
      appointment so made. If no such arbitrator shall have been appointed within
      such
      fourteen (14) days, either Landlord or Tenant may apply to any court having
      jurisdiction to make such appointment. The arbitrator shall subscribe and swear
      to an oath fairly and impartially to determine such dispute. The arbitrator
      shall schedule a hearing for a date that is within fourteen (14) days after
      the
      appointment of the arbitrator where the parties and their advocates shall (i)
      submit their respective determinations of Fair Market Rent (which respective
      determinations of Fair Market Rent do not have to be the same as Landlord’s
      Initial Determination and Tenant’s Initial Determination) and (ii) shall have
      the right to present evidence, call witnesses and experts and cross-examine
      the
      other party’s witnesses and experts in support of such respective
      determinations. Within 7 days after such hearing, the arbitrator shall render
      his or her determination of the Fair Market Rent in writing, which determination
      must be equal to either (1) the determination of Fair Market Rent submitted
      by
      Landlord pursuant to the immediately preceding sentence or (2) the determination
      of Fair Market Rent submitted by Tenant pursuant to the immediately preceding
      sentence, whichever the arbitrator believes to be closest to the Fair Market
      Rent. The determination of the arbitrator shall be final and binding upon the
      parties. The fees and expenses of any arbitration pursuant to this Section
      40.9
      shall be borne by the parties equally, but each party shall bear the expense
      of
      its own attorneys and experts and the additional expenses of presenting its
      own
      proof. The arbitrator shall not have the power to add to, modify or change
      any
      of the provisions of this Lease. The arbitrator shall have at least 10 years’
experience in leasing and valuation of properties which are similar in character
      to the Building. After a determination has been made of the Fair Market Rent,
      the parties shall execute and deliver an instrument setting forth the Fair
      Market Rent, but the failure to so execute and deliver any such instrument
      shall
      not effect the determination of Fair Market Rent.

    


    


    


    ARTICLE
      XLI

    


    41.          
      MISCELLANEOUS

    


    41.1 ENTIRE
      AGREEMENT: This Lease contains the entire agreement between the parties, and
      any
      attempt hereafter made to change, modify, discharge, or effect an abandonment
      of
      it in whole or in part shall be void and ineffective unless in writing and
      signed by the party against whom enforcement of the change, modification,
      discharge, or abandonment is sought.


    
      
        
        

      

      
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    41.2 JURY
      TRIAL WAIVER: Landlord and Tenant do hereby waive trial by jury in any action,
      proceeding, or counterclaim brought by either of the parties hereto against
      the
      other on any matter whatsoever arising out of or in any connection with this
      Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of
      the
      Premises, and/or any claim, injury or damage, or any emergency or statutory
      remedy.

    


    41.3 FORCE
      MAJEURE: If, by reason any circumstance or condition constituting Excusable
      Delay, Landlord shall be unable to fulfill its obligations under this Lease
      or
      shall be unable to supply a service which Landlord is obligated to supply,
      this
      Lease and Tenant's obligation to pay Basic Rent and Additional Rent hereunder
      shall in no way be affected, impaired, or excused.

    


    41.4 BROKER:
      Landlord and Tenant each represents that it has not dealt with any real estate
      broker in connection with this Lease, other than the Brokers. Landlord and
      Tenant each shall indemnify and hold the other party harmless of and from any
      and all claims, liabilities, costs, or damages which such other party may incur
      as a result of a breach of this representation, or as a result of any claim
      asserted on the basis of allegations that would involve (if true) a breach
      of
      this representation by the indemnifying party.

    


    41.5 SEPARABILITY:
      If any term or provision of this Lease or the application thereof to any person
      or circumstance shall, to any extent, be invalid or unenforceable, the remainder
      of this Lease, or the application of such term or provision to persons or
      circumstances other than those to which it is held invalid or unenforceable,
      shall not be affected thereby and all other terms and provisions of this Lease
      shall be valid and enforced to the fullest extent permitted by law.

    


    41.6        
      INTERPRETATION:

    


    41.6.1 Whenever
      in this Lease any words of obligation or duty are used, such words or
      expressions shall have the same force and effect as though made in the form
      of
      covenants.

    


    41.6.2 Words
      of
      any gender used in this Lease shall be held to include any other gender, and
      words in singular number shall be held to include the plural, when the sense
      requires.

    


    41.6.3 All
      pronouns and any variations thereof shall be deemed to refer to the neuter,
      masculine, feminine, singular, or plural as the identity of the Tenant
      requires.

    


    41.6.4 No
      rules
      of construction shall apply by reason of the identity of the draftsperson of
      the
      Lease. No remedy or election given by any provision in this Lease shall be
      deemed exclusive unless so indicated, but each shall, wherever possible, be
      cumulative with all other remedies in law or equity except as otherwise
      specifically provided. Each provision hereof shall be deemed both a covenant
      and
      a condition and shall run with the land.

    


    41.6.5 If,
      and
      to the extent that, any of the provisions of any Rider to this Lease conflict
      or
      are otherwise inconsistent with any of the preceding provisions of this Lease,
      or of the Rules and Regulations appended to this Lease, whether or not such
      inconsistency is expressly noted in the Rider, the provisions of the Rider
      shall
      prevail, and in case of inconsistency with said Rules and Regulations, shall
      be
      deemed a waiver of such Rules and Regulations with respect to Tenant to the
      extent of such inconsistency.

    


    41.6.6 Tenant
      agrees that all of Tenant's covenants and agreements herein contained providing
      for the payment of money and Tenant's covenant to remove mechanics' liens shall
      be deemed conditions as well as covenants, and that if default be made in any
      such covenants, Landlord shall have all of the rights provided for
      herein.

    


    41.6.7 The
      parties mutually agree that the headings and captions contained in this Lease
      are inserted for convenience of reference only, and are not to be deemed part
      of
      or to be used in construing this Lease.

    


    41.6.8 The
      covenants and agreements herein contained shall, subject to the provisions
      of
      this Lease, bind and inure to the benefit of Landlord, its successors and
      assigns, and Tenant, its successors and assigns except as otherwise provided
      herein.


    
      
        
        

      

      
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    41.6.9 It
      is
      further understood and agreed that wherever the provisions of this Lease require
      that Landlord shall approve or consent, Landlord agrees not to unreasonably
      withhold such prompt approval and consent and wherever Tenant is required to
      do
      anything to the satisfaction of Landlord it shall be deemed except as set forth
      in ARTICLE XII and elsewhere as stated in Lease that reasonable satisfaction
      of
      Landlord will be sufficient.

    


    41.6.9.1 This
      Lease has been executed and delivered in the State of New Jersey and shall
      be
      construed in accordance with the laws of the State of New Jersey, and Landlord
      and Tenant acknowledge that all of the applicable statutes of the State of
      New
      Jersey are superimposed on the rights, duties, and obligations of Landlord
      and
      Tenant hereunder and this Lease shall not otherwise provide that which said
      statutes prohibit.

    


    41.6.9.2 Landlord
      has made no representations or promises with respect to the Premises or the
      Real
      Property, except as expressly contained herein. Tenant has inspected the
      Premises and agrees to take the same in an "as is" condition, except as
      other-wise expressly set forth. Landlord shall have no obligation, except as
      herein set forth, to do any work in and to the Premises to render them ready
      for
      occupancy and use by Tenant.

    


    41.6.9.3 Tenant
      shall not record this Lease or a memorandum thereof.

    


    41.7 FINANCIAL
      STATEMENTS: If Tenant should ever cease to file its financial statements
      publicly with the Securities and Exchange Commission, Tenant shall, at
      Landlord's request file periodically with the Landlord or its mortgagee(s)
      copies of such financial information as is commercially reasonable in light
      of
      the circumstances.

    


    41.8 EMBARGOED
      PERSON::
      Tenant
      represents that as of the date of this Lease, and Tenant covenants that
      throughout the term of this Lease: (a) Tenant is not, and shall not be, an
      Embargoed Person, (b) none of the funds or other assets of Tenant are or shall
      constitute property of, or are or shall be beneficially owned, directly or
      indirectly, by any Embargoed Person; (c) no Embargoed Person shall have any
      interest of any nature whatsoever in Tenant, with the result that the investment
      in Tenant (whether directly or indirectly), is or would be prohibited by law
      or
      this Lease is or would be in violation of law and (d) none of the funds of
      Tenant are or shall be derived from any unlawful activity with the result that
      the investment in Tenant (whether directly or indirectly) is or would be
      prohibited by law or this Lease is or would be in violation of law. “Embargoed
      Person” means a person, entity or government (i) identified on the Specially
      Designated Nationals and Blocked Persons List maintained by the United States
      Treasury Department Office of Foreign Assets Control and/or any similar list
      maintained pursuant to any authorizing statute, executive order or regulation
      and/or (ii) subject to trade restrictions under United States law, including,
      without limitation, the International Emergency Economic Powers Act, 50 U.S.C.
§
1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and
      any
      Executive Orders or regulations promulgated under any such laws, with the result
      that the investment in Tenant (whether directly or indirectly), is or would
      be
      prohibited by law or this Lease is or would be in violation of law.

    


    


    



    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Lease on the date first
      above written.

    


    

      
        	
                WITNESS:

              	 	
                Landlord:

              	 
	 	 	
                ALLWOOD
                  ASSOCIATES I

              	 
	 	 	
                By:
                  Janfel Corp., General Partner

              	 
	 	 	 	 
	 	 	 	 
	
                /S/
                  Melinda S Wilkins

              	 	
                /S/
                  Peter
                  Schofel

              	 
	 	 	
                By:
                  Peter Schofel

              	 
	 	 	 	 
	 	 	 	 
	
                WITNESS:

              	 	
                Tenant:

              	 
	 	 	
                COLUMBIA
                  LABORATORIES, INC.

              	 
	 	 	 	 
	
                /S/
                  Michael McGrane

              	 	
                /S/
                  Robert S Mills

              	 
	 	 	
                By:
                  Robert S Mills

              	 
	 	 	
                President
                  & CEO

              	 


      



    
      
        
        

      

      -34-