Unassociated Document


                     


    RIDER
      TO LEASE BETWEEN

    1
      REWE STREET REALTY LLC, AS LANDLORD

    AND
      ALLIANCE DISTRIBUTORS HOLDING INC., AS TENANT

    DATED
      _________________, 200_

    


    
      
        

      



    


    37.
       (a)
       PREMISES.
      The Premises shall be defined as the land and structure located at 1 Rewe
      Street, Brooklyn, New York 11211. The entire Premises are leased to Tenant
      hereunder and Tenant is entitled to immediate occupancy thereof, provided that
      until June 30, 2006 E-Tronics may continue to occupy that part of the Premises
      it currently occupies, and provided that commencing no later than July 1, 2006,
      time being of the essence, Tenant shall be entitled also to occupy the portion
      of the Premises currently occupied by E-Tronics. The Premises may be used by
      Tenant for the purposes of office and warehouse activities, and for any other
      lawful purposes as the Landlord consents to in writing.

    


    (b) Landlord
      hereby assigns to Tenant the benefits of any “Economic Designated Zone” or
      similar status that applies to the Premises.

    


    (c) TERM.
      This Lease shall be for a term (the “Original Term”) of five (5) years beginning
      on the commencement date as defined in sub-paragraph (d) unless sooner
      terminated pursuant to the other terms and conditions of this Lease, provided
      that by written notice given by Tenant to Landlord at least 90 days prior to
      the
      expiration of the Original Term, this Lease shall be extended for an additional
      five-year term (the “Additional Term”). The Original Term and the Additional
      Term, if any, are referred to herein as the “Term.” The last date of the Term,
      or the earlier termination hereof, shall hereinafter be referred to as the
      Expiration Date.

    


    (d)
       COMMENCEMENT
      DATE. The Lease Commencement Date shall be the date of this Lease. 

    


    (e)
       LEASE
      YEAR. The first Lease Year shall be the twelve (12) month period of time from
      the first day of the first month that begins after the Commencement Date. Each
      Lease Year thereafter shall be successive periods of twelve (12)
      months.

    


    38. FIXED
      RENT. (a) Tenant’s obligation to pay fixed rent shall commence on the
      Commencement Date. Tenant agrees to pay to Landlord, during the Term, annual
      fixed rent (the “Fixed Rent”) in equal monthly installments (“Monthly
      Installments”) without prior demand and without any set off or deduction
      whatsoever. The Monthly Installments will be due and payable on the Commencement
      Date and on the first day of each and every month thereafter for the Term.
      All
      Monthly Payments and payments of Additional Rent (defined in Paragraph 40
      hereof) shall be sent to the Landlord at the address herein set forth or such
      other address as Landlord may designate. The Fixed Rent during the first three
      Lease Years of the Term shall be as follows: $1,080,000.00, with each Monthly
      Installment being $90,000.00, except that during the occupancy by E-Tronics
      as
      aforesaid, the Fixed Rent and the Monthly Installments, as well as Additional
      Rent referred to below, shall each be reduced by 24.5%. The first month’s
      Monthly Installment, shall be paid by Tenant upon execution hereof.


    


    (b)
       The
      Fixed
      Rent shall be increased by two (2.5%) per annum of the first day of the fourth
      Lease Year and on the first of each Lease Year thereafter (including each Lease
      Year during the Additional Term, if any), such increases to be on a cumulative,
      compounded basis. 

    


    (e)
       In
      the
      event that the obligation to pay Fixed Rent or Additional Rent shall commence
      on
      any day other than the first of the month, the Fixed Rent and Additional Rent
      shall be pro-rated for the period upon which the obligation to pay rent accrues,
      to the last day of the calendar month.

    


    39. TAXES.
      (a) The Tenant agrees to pay, as Additional Rent during the Term hereof, 100%
      (“Proportionate Share”) of any and all real estate taxes and/or other taxes, or
      assessments levied or assessed on or against the Premises (collectively, the
      “Taxes”). Tax bills or other documents supplied by Landlord to Tenant shall be
      conclusive evidence of the amount of such Taxes and shall be used for the
      calculation of the amounts to be paid by the Tenant. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
       Taxes
      shall be pro-rated for any partial year during the Term, as
      applicable.

    


    (c)
      Landlord hereby appoints Tenant as Landlord's attorney in fact to file, at
      Tenant's expense, certiorari and related petitions and actions to seek to reduce
      real estate taxes otherwise payable by Tenant.

     

    40.
       ADDITIONAL
      RENT. (a) All costs and expenses which Tenant assumes or agrees to pay pursuant
      to this Lease (including without limitation Taxes) shall at Landlord’s election
      be treated as additional rent (“Additional Rent”), and, in the event of
      nonpayment, Landlord shall have all the rights and remedies herein provided
      for
      in the case of nonpayment of Fixed Rent. 

    


    (b)
       If
      Tenant
      shall default in making any payment required to be made by Tenant (other than
      the payment of Fixed Rent required by this Lease), or shall default in
      performing any term, covenant or condition of this Lease on the part of the
      Tenant to be performed, and after ten (10) day written notice thereof has been
      given Tenant, Landlord, at its option, may, (but shall not be obligated to),
      make such payment or, on behalf of Tenant, expend such sum as may be necessary
      to perform and fulfill such term, covenant and condition, including reasonable
      attorney’s fees. In such event, any and all sums so expended by Landlord, with
      interest thereon at the highest rate permitted by law, but no more than eighteen
      (18%) percent per annum from the date of such expenditure shall be deemed to
      be
      Additional Rent, and shall be repaid by Tenant to Landlord on demand, but no
      such payment or expenditure by Landlord shall be deemed a waiver of Tenant’s
      default nor shall it affect any other remedy of Landlord by reason of such
      default. 

    


    (c)
       Payment
      of Additional Rent shall be made by Tenant to Landlord within ten (10) days
      after Landlord shall have presented Tenant with an invoice
      therefor.

    


    41.
       SECURITY
      DEPOSIT. (a) Simultaneously with the execution of the within Lease, Tenant
      shall
      pay to Landlord, the sum of $180,000.00 as security for the full and faithful
      performance by the Tenant of all the terms, covenants and conditions of this
      Lease upon its part to be performed (the “Security Deposit”), which sum shall be
      deposited by Landlord in an interest bearing account (which interest will be
      added to the Security Deposit), and shall be returned to the Tenant after the
      time fixed as the expiration of the Term herein, provided the Tenant has fully
      and faithfully carried out all of said terms, covenants and conditions on its
      part to be performed. In the event of a bona fide sale, subject to this Lease,
      the Landlord shall have the right to transfer the security to the purchaser
      for
      the benefit of the Tenant, which purchaser shall continue to hold the Security
      Deposit in a separate account as aforesaid, and the Landlord shall be considered
      released by the Tenant from all liability for the return of such security to
      the
      extent transferred to the purchaser, and the Tenant agrees to look to the new
      Landlord solely for the return of the said security, and it is agreed that
      this
      shall apply to every transfer or assignment made on the security to a new
      landlord. 

    


    (b)
       The
      Security Deposit shall not be mortgaged, assigned or encumbered by the Tenant
      without the express written
      consent
      of the Landlord.

    


    42. 
      NO
      LANDLORD’S WORK. Landlord shall not be required to perform any work in
      connection with Tenant’s occupancy of the Premises under this Lease, except for
      structural repairs as expressly set forth in this Lease.

    


    43.
       ALTERATIONS.
      The Tenant may, at its own expense, make such alterations, improvements,
      additions and changes to the Premises in order to equip and operate its business
      for the purposes and uses set forth herein subject to the
      following:

    


    (a)
       Such
      alterations, improvements, additions and changes shall be to the interior of
      the
      Premises only; and any alterations, improvements, additions and changes to
      the
      Premises shall require the prior, written consent of the Landlord, which shall
      not be unreasonably withheld or delayed;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
       The
      Tenant shall not tear down or demolish any of the improvements on the Premises,
      or make any change or alterations in such existing improvements which, when
      completed, will diminish the value of the Premises without the prior written
      consent of the Landlord, which shall not be unreasonably withheld or
      delayed;

    


    (c)
       The
      Tenant shall not make any change in or improvement, additions or alteration
      to
      the Premises which will violate the terms of any mortgage on the Premises,
      or of
      any policy of insurance in force with respect to the Premises.

    


    (d)
       All
      alterations, improvements, additions and changes shall be performed in a good
      and workmanlike manner and shall conform to all building codes, ordinances,
      rules and regulations of any municipality or governmental authority having
      jurisdiction thereof;

    


    (e)
       Before
      commencing any work, or installations of any kind, Tenant shall obtain
      the necessary
      consents, authorizations and licenses from Federal, State, local and/or
      municipal authorities having jurisdiction over the work or installations to
      be
      done, and no work or installations shall be started unless and until all such
      necessary consents, authorizations and licenses shall have first been duly
      obtained by the Tenant (and/or its contractor or other persons doing the work
      or
      performing installations on behalf of Tenant) and given to
      Landlord;

    


    (f)
       Tenant
      or
      any contractor, sub-contractor, materialmen or other employed by the Tenant
      or
      any other persons who will do the work or installations as aforesaid shall
      be
      fully covered by workmen’s compensation insurance and the certificate thereof
      shall be furnished to the Landlord prior to the commencement of
      any
work
      by
      such contractor, sub-contractor, materialmen or persons as aforesaid. Tenant
      covenants and agrees to indemnify and hold Landlord harmless from any and all
      claims for personal injury, death or property damage occasioned during the
      progress or as a result of any or all of the work done as aforesaid in or about
      the Premises.

     

    44.
       REPAIRS.
      (a) Anything contained herein to the contrary notwithstanding, it is agreed
      that
      the Tenant shall be responsible for all non-structural repairs (and all
      structural repairs to the extent same is necessitated as a result of the actions
      or failure to act of Tenant, its employees, representatives, agents, successors,
      assigns or invitees) and the repair, maintenance and replacement of the heating
      system, air-conditioning units, elevator, electrical system, plumbing system
      and
      other mechanical systems servicing the Premises. Tenant covenants to keep the
      Premises including but not limited to the heating system, air conditioning
      units
      elevator, electrical system, plumbing system and other mechanical systems in
      good repair. Tenant shall also generally maintain the Premises including all
      masonry work and landscaping and the interior and exterior of the Premises
      (so
      that it is free from refuse, debris and kept in a clean and orderly fashion).
      Tenant shall notify Landlord prior to performing any structural repairs as
      required herein, including, without limit, the replacement of any air
      conditioning units, which structural repairs shall be subject to the prior
      consent of Landlord, which consent shall not be unreasonably withheld. Except
      as
      provided herein, Landlord shall be responsible for the repair of the structural
      portions of the Premises, including any repairs to the roof, provided that
      Landlord shall not be required to (i) make any repairs caused by Tenant’s
      failure to maintain the Premises; and/or (ii) repair, maintain or replace any
      kitchen or bathroom fixtures. 

    


    (b)
       All
      maintenance, alterations, repairs and other work to be performed by either
      party
      shall be performed by it in good and workmanlike manner and
      shall
      conform to
      all
      building codes, ordinances, rules and regulations of any municipality or
      governmental authority having jurisdiction thereof.

    


    45.
       INCREASE
      IN INSURANCE. If by reason of Tenant’s use and occupancy or abandonment of the
      Premises, or any other action on its part, the fire and/or liability insurance
      rates for the building or any adjoining or nearby buildings owned by the
      Landlord shall be increased, Tenant shall pay such increase as an item of
      Additional Rent, upon demand by Landlord.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    46.
       INDEMNITY;
      INSURANCE. (a) Each party shall indemnify, defend and hold harmless the other
      party from and against any and all liability and damage and all such claims
      and
      demands of any kind and nature, including but not limited to reasonable counsel
      fees arising out of any injury or damage however occurring which shall or may
      occur on or about the
      Premises
      or adjacent streets, sidewalks, curbs and parking areas and from and against
      any
      matter or thing arising out of the breach of any covenant or condition of this
      Lease or the carelessness, negligence or improper conduct of the indemnifying
      party or its, agents, servants, employees or customers. 

    


    (b) 
      Tenant
      shall provide and keep in full force and effect at Tenant’s sole cost and
      expense for the benefit of the Landlord and Tenant, comprehensive public
      liability insurance, acceptable to Landlord, with companies authorized to do
      business in the State of New York in which the limits of coverage shall not
      be
      less than Ten Million Dollars ($10,000,000.00) combined single limit per
      occurrence (the minimum limits of the comprehensive general liability policy
      of
      insurance shall in no way limit or diminish Tenant’s liability hereunder) and
      property insurance, acceptable to Landlord, providing all fixtures, personalty
      and equipment on, in or appurtenant to the Premises, including all additions
      and
      improvements with insurance against loss or damage by fire with all standard
      extended coverage which limits of coverage shall not be less than Five Million
      Dollars ($5,000,000.00) (the minimum limits of the comprehensive general
      liability policy of insurance shall in no way limit or diminish Tenant’s
      liability hereunder). Said policy or policies of insurance shall name the
      Landlord, and any mortgagee of Landlord, as applicable, as an additional insured
      and/or loss payee, as applicable, shall contain a waiver of subrogation against
      Landlord and shall provide that said policy or policies may not be canceled
      prior to the transmission to the Landlord of thirty (30) days’ written
      notice.

    


    (c)
       Tenant
      shall deliver certificates of insurance for all insurance required pursuant
      to
      this Lease to the Landlord prior to the beginning of the term of this Lease
      and
      thereafter not less than thirty days prior to the expiration of any such policy.
      In the event Tenant shall fail to furnish any insurance herein required,
      Landlord may (but is not obligated to) obtain said insurance and pay the premium
      therefor and the premium so paid by Landlord shall be deemed Additional Rent
      payable by Tenant on demand.

    


    47.
       CONDEMNATION.
      (a)  If
      the
      Premises shall be taken under the right of eminent domain in accordance with
      the
      terms of subparagraph (c) below, this Lease shall expire on the date of the
      passing of title to the authorities so exercising such right and the Fixed
      Rent
      shall be apportioned as of that date. No part of any award shall belong to
      the
      Tenant except insofar as the Tenant may be entitled to a separate award that
      does not in any manner diminish the award made to the Landlord, it being
      distinctly understood and agreed that the Tenant shall have no claim against
      Landlord or the condemning authority for the value of any unexpired term of
      this
      Lease. In the event of a condemnation, any award specifically made for the
      value
      of the trade fixtures shall belong to the Tenant.

    


    (b)
       If
      the
      Premises shall be condemned or taken in accordance with the terms of
      subparagraph (d) below, all awards made to either compensate Landlord or Tenant
      shall be paid to Landlord; Landlord shall promptly and at its sole cost and
      expense to the extent of the award, restore the remaining portion of the
      Premises or building in substantially the same condition and the Lease shall
      continue effective in all respects, except as that there shall be a reduction
      of
      Fixed Rent in the ratio that the rent then applicable to the portion of the
      Premises so taken bears to the current rent for the entire premises at the
      time
      of the taking. Nothing herein contained shall be deemed a waiver by Tenant
      of
      its right to claim and receive an award for the taking of its trade fixtures
      and
      equipment which right is herein specifically preserved .

    


    (c)
       If
      such
      partial taking results in a reduction of the floor area of the Premises by
      more
      than thirty-three (33%) percent, or if the Premises may not reasonably be used
      for substantially the same purposes as prior to the taking, then in such event,
      the provisions of paragraph (a) shall apply.

    


    (d)
       If
      such
      partial taking shall result in a reduction of the floor area of the Premises
      by
      thirty-three (33%) percent or less or if the Premises may reasonably be used
      for
      substantially the same purposes as prior to the taking, then the provisions
      of
      paragraph (b) above of this Rider shall apply.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    48.
       ASSIGNMENT.
      (a)  The
      Tenant shall not assign or sublet this Lease without the express, written
      consent of the Landlord which consent shall be in Landlord’s sole discretion.


    


    (b) Any
      subletting or assignment of this Lease shall be on the following terms and
      conditions:

    


    (1)
       The
      uses
      and purposes shall be exactly as set forth herein;

    


    (2)
       Prior
      to
      entering into any sublease or assignment of the Premises, Tenant shall submit
      the terms of the proposed subletting or
      assignment,
      the name of the proposed subtenant or assignee, financial references of the
      proposed subtenant or assignee and such other information as to the
      financial
      responsibility and standing of the proposed subtenant or assignee as Landlord
      may reasonably require together with a copy of the proposed sublease or
      assignment;

    


    (3)
       In
      the
      event that Landlord consents to an assignment or sublease, fifty (50%) percent
      of the amount of any rent, additional rent or other consideration required
      to
      be
      paid
      pursuant to the assignment or sublease which exceeds the rent, additional rent
      or other consideration payable hereunder, shall be payable directly to
the
      Landlord,
      it being the
      intent
      of
      the parties that the rents and additional rents hereunder shall be deemed
      increased by the amount of such excess rents payable pursuant to the sublease
      or
      assignment. The sublessee or assignee shall deposit with the Landlord as
      additional security an amount equal to one (1) months’ rent in effect at the
      time of the sublease or assignment.

    


    (c)
       The
      consent by the Landlord to any assignment or subletting shall not be deemed
      to
      release the Tenant from the within Lease or any of its obligations to fully
      perform all of the terms and covenant contained herein.

    


    (d)
       If,
      at
      the time of such assignment and/or subletting, the Tenant is in default in
      any
      of the terms, covenants and conditions of the within Lease, the Landlord may
      withhold and/or revoke its consent to such assignment or subletting and the
      parties agree that this refusal shall not be deemed unreasonable, arbitrary
      or
      capricious.

    


    (e)
       The
      proposed subtenant or assignee shall be required to execute in a form reasonably
      satisfactory to Landlord or its attorneys, an agreement which shall obligate
      it
      to duly perform all of the Tenant’s covenants and obligations under the Lease,
      including any accrued obligations at the time of the assignment or
      subletting.

    


    (f) The
      assignee shall execute, in a form reasonably satisfactory to the Landlord,
      an
      assignment and assumption agreement. A copy of said assignment and assumption
      agreement shall be forwarded to the Landlord within ten (10) days
      thereof;

    


    (g)
       The
      subtenant shall execute, in a form satisfactory to Landlord, a sublease, a
      copy
      of which shall be forwarded to Landlord within ten (10) days thereof.


    


    (h)
       Landlord
      shall not be liable to the Tenant for monetary damages as a result of the
      unreasonable delay or refusal to provide consent.

    


    (i) That
      the
      effective date of the assignment or subletting may not be earlier than the
      Commencement Date of the Term.

    


    49. SUBORDINATION. This
      Lease and all rights of Tenant hereunder are subject and subordinate (i) to
      any
      mortgage or deed of trust, blanket or otherwise (the “Permanent Mortgage”),
      which does now or may hereafter affect the Premises (and which may also affect
      other property), such mortgagee with respect to same being hereinafter referred
      to as the “Superior Mortgagee” and (ii) to any and all increases, renewals,
      modifications, consolidations, replacements and extensions of any such Permanent
      Mortgage, and (iii) each underlying lease which may now or hereafter affect
      all
      or any portion of the Premises or any interest therein, such lessor with respect
      to such lease, hereinafter referred to as the “Superior Lessor,” provided that
      Landlord shall use reasonable commercial efforts to obtain a non-disturbance
      agreement from any party to whom this Lease is subordinated. Tenant shall
      execute, acknowledge and deliver any instrument reasonably requested by
      Landlord, a Superior Lessor or Superior Mortgagee (including without limitation
      subordination, lockbox and payment agreements) to evidence such subordination,
      but no such instrument shall be necessary to make such subordination effective.
      Tenant agrees that (a) Tenant shall attorn to the Superior Mortgagee, and (b)
      any cancellation, surrender or amendment of this Lease without the prior written
      consent of the Superior Mortgagee shall be voidable by the Superior
      Mortgagee.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    50.
       LATE
      CHARGE. In the event that the Tenant shall not have paid the Fixed Rent or
      any
      item of Additional Rent on or before ten (10) days of the date it is due, (the
      “Grace Period”) then, Tenant shall pay a late charge equal to 3% of such rent.
      Tenant shall also pay interest thereon from the expiration of the Grace Period
      to the date of Landlord’s receipt thereof at the lesser of (i) 1% per month or
      (ii) the maximum rate permitted by law. The demand for and collection of the
      aforesaid late charges and interest shall in no way be deemed a waiver of any
      and all other remedies that the Landlord may have under the terms of this Lease
      by summary proceedings or otherwise. Tenant agrees this amount is for Landlord’s
      costs related to such late payment, is reasonable, is not punitive and is not
      intended to be a penalty.

    


    51. TRIPLE
      NET. (a) The rent specified in this Lease shall be “triple net” to Landlord in
      each year, during the Term and any extension or modification thereof and the
      parties hereto intend that Landlord shall receive all Fixed Rent and all
      Additional Rent payable hereunder free and clear of any and all liability or
      responsibility of Landlord for impositions, taxes, liens, charges or expenses,
      offsets, or similar deductions of any nature whatsoever. 

    


    (b)
       Tenant
      shall pay all costs, expenses and damage which are attributable to Tenant or
      the
      ownership, use or possession of the Premises and which, except for the execution
      of this Lease, would have been chargeable against the Premises or otherwise
      payable by the Landlord and Tenant shall indemnify and hold Landlord harmless
      against such expenses and obligations. Tenant shall pay, or cause to be paid
      all
      utility services rendered or furnished to the Premises, including but not
      limited to heat, water, gas, air-conditioning and electric, and shall pay or
      cause to be paid all fire protection, security protection, sewer treatment
      facilities, sanitation, janitorial, landscaping, snow and garbage removal,
      and
      the like, together with all taxes levied or other charges on such utilities.
      Tenant will be responsible for assuring that all billing statements for all
      utilities will be mailed directly to Tenant for payment. 

    


    (c)
       Tenant
      understands and agrees that, except as provided otherwise herein, Landlord
      is to
      have no obligation whatsoever under this Lease or otherwise in respect of the
      repair, operation, maintenance and/or replacement of the Premises or for the
      quality or compliance with applicable law of its construction (or in either
      case, the lack thereof) with all such obligations being those of the Tenant,
      at
      its sole cost and expense. Except as specifically and expressly set forth in
      this Lease, Landlord is to furnish no improvements, equipment or fixtures of
      any
      kind, either on or to the interior or on or to the exterior of the Premises.
      It
      is agreed between the parties, that anything not expressly set forth herein
      which must be done in, on or to the Premises in order to make the same ready
      for
      Tenant’s business, will be done and accomplished by Tenant at its own cost and
      expense. The intent of the parties is that this Lease be “triple net” with no
      expenditures required by Landlord in connection with Tenant’s use, operation or
      maintenance of the Premises.

    


    (d)
       Notwithstanding
      the foregoing, Landlord may perform such repairs and/or alterations at or to
      the
      Premises (i) to the extent same is not performed by Tenant hereunder, and the
      cost of performing such work shall be charged against Tenant as Additional
      Rent,
      and (ii) as Landlord, in its sole discretion determines would improve or
      increase the value of the Premises, so long as such work does not impair
      Tenant’s ability to use the Premises as provided for herein. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    52. SIGNS. (a)
       Tenant
      shall not display, erect or affix any lettering, signs, posters, streamers,
      plaquerts or any other like advertising media on the windows or exterior of
      the
      Premises or upon the building or buildings at which they form a part without
      the
      Landlord’s prior written approval, which approval shall not be unreasonably
      withheld delayed or conditioned. 

    


    (b)
       Tenant
      shall submit to Landlord, with its request for permission to erect or install
      any sign, lettering or like advertising media, complete sign drawings and
      specifications or prior approval.

    


    (c)
       Upon
      obtaining approval of the Landlord, the approved sign shall be installed by
      the
      Tenant at its own cost and expense and shall at all times be in total compliance
      with all laws, rules, regulations, ordinances or requirements of any
      governmental authority, municipality or agency having jurisdiction
      thereof.

    


    53. ARMS-LENGTH.
      Landlord and Tenant acknowledge that this Lease is the product of an arms length
      negotiation engaged between Landlord, Tenant and their respective attorneys
      with
      each party contributing to the final instrument. In consequence thereof, should
      any dispute arise involving the construction or interpretation of this Lease,
      no
      presumption or inference shall be drawn against one party by the
      other.

    


    54.
       ATTORNEYS’
      FEES, COUNTERCLAIMS AND JURY WAIVER. (a) Tenant shall, in addition to all court
      costs, expenses or fees, pay to Landlord, as Additional Rent reasonable
      attorney’s fees, costs, expenses or disbursements incurred by the Landlord in
      connection with any breach or default by Tenant or to protect or preserve any
      of
      Landlord’s rights hereunder or in any action, proceeding, summary proceeding or
      arbitration arising out of this Lease or the Landlord-Tenant relationship.
      These
      items shall be deemed “Additional Rent” and shall be due and payable when
      incurred by Landlord and may be includable in any summary proceeding or other
      action. TENANT WAIVES THE RIGHT TO ASSERT ANY COUNTERCLAIMS OR SET OFFS IN
      A
      SUMMARY PROCEEDING, AND EACH PARTY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT
      IN
      CONNECTION WITH THIS LEASE. In the event of litigation by a party hereto to
      enforce its rights hereunder, the prevailing party shall be entitled to recover
      its reasonable attorney's fees, costs and disbursements.

    


    55.
       PLATE
      GLASS. Tenant,
      at its own cost and expense, shall maintain plate glass insurance for the
      Premises for and in the name of the Landlord.

    


    56.
       COLLECTION
      AGAINST LANDLORD. Tenant agrees that it shall look solely to the estate and
      property of Landlord in the land and buildings comprising the building for
      the
      collection of any judgment (or other
      judicial process)
      requiring the payment of money by Landlord in the event of any default or breach
      by Landlord with respect to any of the terms, covenants and conditions of this
      Lease to be observed or performed by Landlord; and no other assets of the
      Landlord or any partner, member, owner, stockholder or other principal
      of
      Landlord shall be subject to levy, execution or other procedures for the
      satisfaction of Tenant’s remedies.

    


    57.
       UNCOLLECTED
      FUNDS. In the event that any payment by the Tenant of Fixed Rent or Additional
      Rent shall be dishonored for any reason whatsoever, including but not limited
      to
“uncollected funds”, “insufficient funds”, etc., the Landlord shall, thereafter,
      have the right to insist that the replacement payment shall be made by certified
      check, bank check or cash.

    


    58. WAIVER.
      (a)  The
      failure of the Landlord to insist upon strict performance of any term, covenant
      or condition to be performed on the part of the Tenant, shall not be deemed
      or
      construed to constitute a waiver thereof, or consent by the Landlord to any
      future performance.

     

    (b)
       The
      acceptance by the Landlord of any item of Fixed Rent or Additional Rent, with
      notice, whether constructive or actual, of any default on the part of the Tenant
      shall not be deemed a waiver, forgiveness or condonation of said default on
      the
      part of the Landlord.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    59.
       MECHANIC’S
      LIENS. The Landlord shall not be liable for any labor or materials furnished
      or
      to be furnished to the Tenant and no Mechanic’s or other liens for any such
      labor or materials shall attach to or affect the interest of the Landlord in
      and
      to the Premises. If any Mechanic’s Lien is filed against the Premises, based on
      any act or interest of the Tenant or anyone claiming through the Tenant, its
      Subtenants or assigns, or if any security agreement is filed for or affecting
      any materials, machinery or fixtures used in the construction, repair or
      operation by the Tenant, the Tenant shall immediately take such action by
      bonding, deposit or payment as will remove the lien or security interest. If
      the
      Tenant has not removed the lien or security interest within fourteen (14) days
      after notice to the Tenant, the Landlord may in its sole option (but is not
      obligated to), pay the amount of the lien or security interest or discharge
      the
      same by deposit and the amount so paid or deposited with interest thereon shall
      be deemed Additional Rent under this Lease and shall be payable immediately
      upon
      demand. In addition to the remedies previously set forth and as may elsewhere
      be
      set forth in the written Lease, failure on the part of the Tenant to discharge,
      bond or otherwise remove the lien or security interest within fourteen (14)
      days, shall be deemed a default hereunder. In such event, the Lease may then
      be
      terminated pursuant to its terms.

    


    60. ENTIRE
      AGREEMENT. This Lease contains the entire agreement between the parties and
      all
      prior agreements, conversations, set ups, or representations, if any, shall
      be
      deemed to have merged herein. Tenant is not relying upon representations or
      agreements other than those contained in this Lease. This Lease may not be
      changed, altered or modified unless in writing, signed by each of the parties
      hereto.

    


    61. UNENFORCEABILITY.
      If any term or provision of this Lease or its application to any person or
      circumstances is to any extent declared to be invalid or unenforceable by a
      court of competent jurisdiction, the remainder of this Lease, or the application
      of such term or provision to persons or circumstances, other than those as
      to
      which is held invalid or unenforceable shall not be affected thereby and each
      term and provision shall be valid and enforced to the fullest extent permitted
      by law.

    


    62.
       AS-IS.
      Tenant represents and warrants to the Landlord that it has inspected the
      Premises and is fully familiar with the condition thereof. NEITHER LANDLORD
      NOR
      ITS AGENT MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE
      PHYSICAL CONDITION OF THE PREMISES, BUILDING OR LAND UPON WHICH IT IS ERECTED,
      AND TENANT AGREES TO ACCEPT THE PREMISES IN “AS IS” CONDITION. Landlord makes no
      representation that Tenant’s use of the Premises is in accordance with the
      Certificate of Occupancy with respect to the Premises.

    


    63.
       NOTICES.
      Any notice required to be served herein, shall be deemed properly served, if
      sent registered, or certified mail, return receipt requested, or by a
      recognized, reputable overnight courier service, as follows:

    


    If
      to
      Landlord to: 1
      REWE
      STREET REALTY LLC

    ___________________________

    ____________,
      New York 

    Attention:
      

     

    With
      a
      copy to Landlord’s attorneys:

    


    Moritt,
      Hock, Hamroff & Horowitz, LLP

    400
      Garden City Plaza, Suite 202

    Garden
      City, New York 11530

    Attention:
      Eric M. Mencher, Esq.

    


    If
      to
      Tenant:  ALLIANCE
      DISTRIBUTORS HOLDING INC.

    _____________________

    _____________________

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    With
      a
      copy to Tenant’s attorneys:

    


    Oscar
      Folger, Esq.

    521
      Fifth
      Avenue, 24th
      floor

    New
      York,
      New York 10175

    


    64. HOLDING-OVER
      AND POSSESSION. Any holding over after the expiration of the term of this Lease
      or any renewal hereof shall be construed to be a tenancy from month-to-month
      at
      a minimum annual rent equal to twice the Fixed Rent (prorated on a monthly
      basis) then being paid by Tenant; together with a sum equal to all Additional
      Rent payable hereunder for each month or part thereof during which the Tenant
      remains in possession of the Premises beyond the expiration of the term hereof
      and said tenancy shall otherwise be on the terms, covenants, conditions, and
      provisions specified in this Lease, to the extent that the foregoing shall
      be
      applicable. 

    


    65.
       NOT
      AN
      OFFER. Submission of this document for examination or signature by Tenant does
      not constitute an offer for a lease by Landlord, and it is not to be effective
      as a lease or otherwise until execution and delivery by both Landlord and
      Tenant. 

    


    66.
       FURTHER
      ASSURANCES.  Each
      of
      the parties hereto, without cost to the other, shall at any time and from time
      to time hereafter, execute and deliver any and all further instruments and
      assurances and perform any acts that the other party may reasonably request
      for
      the purpose of giving full force and effect to the provisions of this
      agreement  

    


    67. HEADINGS.
      Headings are for convenience only, and are not meant to confer any rights or
      obligations on the parties hereto.

    


    68.
       COUNTERPARTS
      AND SIGNATURES. The printed form of Lease and the Rider may be signed by the
      undersigned in counterparts. Facsimile signatures shall have the same effect
      as
      originals. 

    


    69. USE
      OF
      FACILITIES BY EMERICH GOLDSTEIN. Notwithstanding anything in this Lease to
      the
      contrary, for so long as this Lease is in effect, Emerich Goldstein will have
      exclusive use of the office, kitchen and dining room that he utilized
      immediately prior to the Commencement Date, and he will retain the right to
      use
      the other facilities in the Premises (including the conference room when not
      in
      use by Tenant) for his personal business interests.

    


    70.
       ENVIRONMENTAL.
      Landlord represents and warrants that it and, during Landlord's ownership,
      its
      tenants, have, prior to the Commencement Date, complied strictly and in all
      respects with the applicable laws, statutes, ordinances, permits, orders,
      decrees, guidelines, rules, regulations and orders pertaining to health or
      the
      environment (“Applicable
      Environmental Laws”),
      including, without limitation, the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980 (“CERCLA”)
      and
      the Resource Conservation and Recovery Act (“RCRA”),
      as
      each of the foregoing may be amended from time to time. Tenant, and its agents,
      contractors, employees and invitees, shall comply strictly and in all respects
      with the Applicable Environmental Laws, including without limitation CERCLA
      and
      RCRA, as each of the foregoing may be amended from time to time. Each party
      does
      hereby, for itself and its heirs, legal representatives, successors and assigns
      agree to and hereby does indemnify, defend and hold harmless the other party,
      and its heirs, legal representatives, successors and assigns, from any and
      all
      liabilities, assessments, suits, damages, costs and expenses, attorneys’ fees
      and judgments related to or arising out of (a) the breach of any of the
      agreements of the indemnifying party under this section, (b) the handling,
      installation, storage, use, generation, treatment or disposal by the
      indemnifying party of Hazardous Materials (as hereinafter defined), including
      any cleanup, remedial, removal or restoration work required by the Applicable
      Environmental Laws which is necessitated by indemnifying party’s violation of
      the provisions of this Section or (c) the assertion of any lien or claim
      upon the Premises pursuant to the Applicable Environmental Laws which is
      instituted due to any action of the indemnifying party; provided however, as
      between Landlord and Tenant, in connection with any such indemnification arising
      out of any event occurring after the Commencement Date, unless the event can
      be
      shown to be the action or omission of the Landlord, the Tenant shall indemnify
      the Landlord in connection therewith. The covenants and agreements of Tenant
      under this section shall survive the expiration or termination of this Lease.
      As
      used in this Lease, the term “Hazardous
      Materials”
means
      any flammables, explosives, radioactive materials, asbestos-containing
      materials, petroleum products, the group of organic compounds known as
      polychlorinated byphenyls and other hazardous waste, toxic substances or related
      materials, including without limitation, substances defined as hazardous
      substances, hazardous materials, toxic substances or solid waste in CERCLA,
      the
      Hazardous Materials Transportation Act and RCRA, as each of the foregoing may
      be
      amended from time to time.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    71. BROKER.
      Each party represents and warrants to the other that no real estate broker
      brought about this transaction. Each party agrees to indemnify (the
“Indemnifying Party”) and hold the other harmless from and against all causes of
      action, liabilities and costs (including reasonable attorney's fees) arising
      out
      of a claim for a commission by any other broker purporting to have acted on
      behalf of the Indemnifying Party.

    


    72.
      LANDLORD’S AUTHORITY. Landlord represents and warrants that it is the sole owner
      of the land, buildings and equipment described on Appendix A attached hereto,
      together with all buildings, improvements, facilities and fixtures located
      on
      the land, and any easements, rights of access and other property rights
      necessary to allow Tenant unobstructed use and occupancy of the Premises.
      Landlord represents and warrants that it has full right and authority to lease
      the Premises to Tenant and to otherwise enter into this Lease on the terms
      and
      conditions set forth herein, and that the provisions of this Lease do not
      conflict with or violate the provisions of existing agreements between the
      Landlord and third parties.

    


    73.  RIGHT
      OF
      FIRST REFUSAL. Should Landlord during the Term enter into an agreement to sell
      the Premises, or any portion thereof, to a non-affiliated third party (“Sales
      Agreement”), Landlord shall provide to Tenant a written notice of intent to sell
      (“Notice”) with a copy of the Sales Agreement. Tenant shall have and may
      exercise an option to acquire the Premises, or the portion thereof subject
      to
      the Sales Agreement, on the same terms and conditions, other than as to the
      identity of the Tenant and date for closing, as are set forth in the Sales
      Agreement. If Tenant does not within 30 days after receiving the Notice and
      copy
      of the Sales Agreement give Landlord written notice of Tenant’s intention to
      exercise such option, then subject to and as provided by the Sales Agreement
      Landlord may sell the Premises or portion thereof covered by the Sales Agreement
      by no later than the 150th day after receipt by Tenant of the Notice and copy
      of
      the Sales Agreement. If Landlord does not timely so sell the Premises or varies
      the material terms of the Sales Agreement, Landlord shall again comply with
      the
      terms of this Section 15 as if no Notice had ever been given. If Tenant timely
      notifies Landlord of its intent to exercise such option, then at such time
      as
      Tenant may specify, but no later than 60 days following receipt by Landlord
      of
      such notice from Tenant, and at such place within the city or town where the
      Premises is located as Landlord may specify, or such other place and time and
      Landlord and Tenant may agree, Tenant shall exercise its option by purchasing,
      and Landlord shall sell to Tenant, the Premises or portion thereof subject
      to
      the Sales Agreement. In the event that Tenant exercises such option but fails
      to
      timely close (other than because of default by Landlord), then this Section
      73
      and the right of first refusal hereunder are terminated and of no further
      effect.

    


    74. RIDER
      CONTROLS. In the event of a conflict between the terms of this Rider and the
      printed form of the Lease to which the Rider is attached, the terms hereof
      shall
      govern.

    


    1
      REWE
      STREET REALTY LLC, Landlord

    


    


    By:_________________________________

    Name:
      

    Title:
      

    


    ALLIANCE
      DISTRIBUTORS HOLDING INC., Tenant

    


    


    By:_________________________________

    Name:

    Title: