Unassociated Document


    


    Execution
      Counterpart

    


    
      

      

    

    


    


    AGREEMENT
      OF LEASE

    


    


    between

    


    SLG
      Graybar Sublease LLC

    


    


    Landlord

    


    


    and

    


    


    Fusion
      Telecommunications International, Inc.

    


    


    Tenant

    


    


    Dated
      as of November 1, 2005

    


    


    


    Room
      1718-1722

    420
      Lexington Avenue

    New
      York, New York

    


    


    


    


    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    TABLE
      OF CONTENTS

    


    

      
        	
                TABLE
                  OF CONTENTS

              	
                I 

              
	
                ARTICLE
                  1

              	
                DEMISE;
                  PREMISES AND PURPOSE

              	
                1

              
	
                ARTICLE
                  2

              	
                TERM

              	
                2

              
	
                ARTICLE
                  3

              	
                RENT
                  AND ADDITIONAL RENT

              	
                2

              
	
                ARTICLE
                  4

              	
                ASSIGNMENT/SUBLETTING

              	
                3

              
	
                ARTICLE
                  5

              	
                DEFAULT

              	
                10

              
	
                ARTICLE
                  6

              	
                RELETTING,
                  ETC.

              	
                11

              
	
                ARTICLE
                  7

              	
                LANDLORD
                  MAY CURE DEFAULTS

              	
                12

              
	
                ARTICLE
                  8

              	
                ALTERATIONS

              	
                12

              
	
                ARTICLE
                  9

              	
                LIENS

              	
                16

              
	
                ARTICLE
                  10

              	
                REPAIRS

              	
                17

              
	
                ARTICLE
                  11

              	
                FIRE
                  OR OTHER CASUALTY

              	
                17

              
	
                ARTICLE
                  12

              	
                END
                  OF TERM

              	
                18

              
	
                ARTICLE
                  13

              	
                SUBORDINATION
                  AND ESTOPPEL, ETC.

              	
                19

              
	
                ARTICLE
                  14

              	
                CONDEMNATION

              	
                21

              
	
                ARTICLE
                  15

              	
                REQUIREMENTS
                  OF LAW

              	
                21

              
	
                ARTICLE
                  16

              	
                CERTIFICATE
                  OF OCCUPANCY

              	
                22

              
	
                ARTICLE
                  17

              	
                POSSESSION

              	
                22

              
	
                ARTICLE
                  18

              	
                QUIET
                  ENJOYMENT

              	
                23

              
	
                ARTICLE
                  19

              	
                RIGHT
                  OF ENTRY

              	
                23

              
	
                ARTICLE
                  20

              	
                INDEMNITY

              	
                24

              
	
                ARTICLE
                  21

              	
                LANDLORD'S
                  LIABILITY, ETC.

              	
                24

              
	
                ARTICLE
                  22

              	
                CONDITION
                  OF PREMISES

              	
                25

              
	
                ARTICLE
                  23

              	
                CLEANING

              	
                25

              
	
                ARTICLE
                  24

              	
                JURY
                  WAIVER

              	
                26

              
	
                ARTICLE
                  25

              	
                NO
                  WAIVER, ETC.

              	
                26

              
	
                ARTICLE
                  26

              	
                OCCUPANCY
                  AND USE BY TENANT

              	
                27

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  27

              	
                NOTICES

              	
                28

              
	
                ARTICLE
                  28

              	
                WATER

              	
                28

              
	
                ARTICLE
                  29

              	
                SPRINKLER
                  SYSTEM

              	
                29

              
	
                ARTICLE
                  30

              	
                HEAT,
                  ELEVATOR, ETC.

              	
                29

              
	
                ARTICLE
                  31

              	
                SECURITY
                  DEPOSIT

              	
                29

              
	
                ARTICLE
                  32

              	
                TAX
                  ESCALATION

              	
                31

              
	
                ARTICLE
                  33

              	
                RENT
                  CONTROL

              	
                34

              
	
                ARTICLE
                  34

              	
                SUPPLIES

              	
                35

              
	
                ARTICLE
                  35

              	
                AIR
                  CONDITIONING

              	
                35

              
	
                ARTICLE
                  36

              	
                SHORING

              	
                37

              
	
                ARTICLE
                  37

              	
                EFFECT
                  OF CONVEYANCE, ETC.

              	
                37

              
	
                ARTICLE
                  38

              	
                RIGHTS
                  OF SUCCESSORS AND ASSIGNS

              	
                38

              
	
                ARTICLE
                  39

              	
                CAPTIONS

              	
                38

              
	
                ARTICLE
                  40

              	
                BROKERS

              	
                38

              
	
                ARTICLE
                  41

              	
                ELECTRICITY

              	
                39

              
	
                ARTICLE
                  42

              	
                LEASE
                  SUBMISSION

              	
                44

              
	
                ARTICLE
                  43

              	
                INSURANCE

              	
                44

              
	
                ARTICLE
                  44

              	
                SIGNAGE

              	
                47

              
	
                ARTICLE
                  45

              	
                RIGHT
                  TO RELOCATE

              	
                47

              
	
                ARTICLE
                  46

              	
                FUTURE
                  CONDOMINIUM CONVERSION

              	
                48

              
	
                ARTICLE
                  47

              	
                MISCELLANEOUS

              	
                49

              
	
                ARTICLE
                  48

              	
                COMPLIANCE
                  WITH LAW

              	
                49

              
	
                ARTICLE
                  49

              	
                LANDLORD’S
                  CONTRIBUTION

              	
                50

              
	
                RULES
                  AND REGULATIONS

              	
                54 

              


      

    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
 

    INDEX
      OF DEFINED TERMS

     

    

      
        	
                TERM

              	
                PAGE

              
	
                Additional
                  Rent

              	
                2

              
	
                Alterations

              	
                14

              
	
                Base
                  Tax Year

              	
                32

              
	
                Brokers

              	
                38

              
	
                Building

              	
                1

              
	
                Building
                  Cleaning Contractor

              	
                25

              
	
                Building
                  Project

              	
                32

              
	
                Commencement
                  Date

              	
                2

              
	
                Comparative
                  Year

              	
                32

              
	
                Cooling
                  Season

              	
                36

              
	
                Declaration

              	
                49

              
	
                Delivery
                  Personnel

              	
                1

              
	
                ERIF

              	
                39

              
	
                excess
                  electricity

              	
                40

              
	
                Existing
                  HVAC Equipment

              	
                36

              
	
                Expiration
                  Date

              	
                2

              
	
                Fixed
                  Annual Rent

              	
                2

              
	
                HVAC
                  System

              	
                36

              
	
                Landlord

              	
                1

              
	
                Landlord’s
                  Electrical Consultant

              	
                40

              
	
                Landlord’s
                  Relocation Work

              	
                48

              
	
                Landlord’s
                  Restoration Work

              	
                17

              
	
                Landlord's
                  Contribution

              	
                50

              
	
                Lease

              	
                1

              
	
                Leaseback
                  Area

              	
                4

              
	
                Ordinary
                  Business Hours

              	
                39

              
	
                Ordinary
                  Equipment

              	
                39

              
	
                Premises

              	
                1

              
	
                Qualified
                  Renovations

              	
                50

              
	
                Real
                  Estate Taxes

              	
                32

              
	
                Recapture
                  Date

              	
                4

              
	
                Relocation
                  Effective Date

              	
                47

              
	
                Relocation
                  Notice

              	
                47

              
	
                Relocation
                  Space

              	
                47

              
	
                Rent

              	
                2

              
	
                Requisition

              	
                50

              
	
                Retainage

              	
                51

              
	
                Security

              	
                29

              
	
                Supplemental
                  Systems

              	
                36

              
	
                Tenant

              	
                1

              
	
                Tenant
                  Cleaning Services

              	
                25

              
	
                Tenant’s
                  Initial Alteration Work

              	
                50

              


      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                Tenant’s
                  Recapture Offer

              	
                4

              
	
                Tenant’s
                  Share

              	
                32

              
	
                Term

              	
                2

              
	
                Work
                  Cost

              	
                50

              


      

    

     


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    



    


    LEASE
      (this
“Lease”)
      made
      as of the 1st
      day of
      November 2005 between SLG Graybar Sublease LLC having an office c/o SL Green
      Realty Corp., at 420 Lexington Avenue, New York, New York, 10170, hereinafter
      referred to as "Landlord", and Fusion Telecommunications International, Inc.,
      a Delaware corporation having an office at 420 Lexington Avenue, New York,
      NY, 10170, hereinafter referred to as "Tenant".

    


    


    WITNESSETH

    


    Landlord
      and Tenant, in
      consideration of the mutual agreements herein contained and other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, hereby
      covenant and agree as follows:

    


    


    ARTICLE
      1

     

    DEMISE;
      PREMISES AND PURPOSE

    


    1.01 Landlord
      hereby leases and demises to Tenant, and Tenant hereby hires and takes from
      Landlord, those certain Premises located on and comprising a rentable portion
      of
      the seventeenth (17th) floor designated as Room 1718-22, approximately as
      indicated by hatch marks on the plan annexed hereto and made a part hereof
      as
“Exhibit A” (the “Premises”)
      in the
      building known as and located at 420 Lexington Avenue, New York, New York (the
      “Building”)
      subject to the provisions of this Lease.

    


    1.02 The
      Premises shall be used and occupied for executive and general office use
      consistent with that found in Class “A” high-rise office buildings located in
      midtown Manhattan only and for no other purpose. 

    


    1.03 Neither
      the Premises, nor the halls, corridors, stairways, elevators or any other
      portion of the Building shall be used by the Tenant or the Tenant's servants,
      employees, licensees, invitees or visitors in connection with the aforesaid
      permitted use or otherwise so as to cause any congestion of the public portions
      of the Building or the entranceways, sidewalks or roadways adjoining the
      Building whether by trucking or by the congregating or loitering thereon of
      the
      Tenant and/or the servants, employees, licensees, invitees or visitors of the
      Tenant.

    


    1.04 Tenant
      shall not permit messengers, delivery personnel or other individuals providing
      such services to Tenant (“Delivery
      Personnel”)
      to:
      (i) assemble, congregate or to form a line outside of the Premises or the
      Building or otherwise impede the flow of pedestrian traffic outside of the
      Premises or Building or (ii) park or otherwise leave bicycles, wagons or other
      delivery carts outside of the Premises or the Building except in locations
      outside of the Building designated by Landlord from time-to-time. Tenant shall
      require all Delivery Personnel to comply with rules promulgated by Landlord
      from
      time-to-time regarding the use of outside messenger services.

    



    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      2

     

    TERM

    


    2.01 The
      Premises are leased for a term of ten (10) years (the "Term")
      which
      shall commence on November 1, 2005 (the “Commencement
      Date”)
      and
      shall end on October 31, 2015 (the “Expiration
      Date”)
      or on
      such earlier date upon which the Term shall expire, be canceled or terminated
      pursuant to any of the conditions or covenants of this Lease or pursuant to
      law.

    


    


    ARTICLE
      3

     

    RENT
      AND ADDITIONAL RENT

    


    3.01 Tenant
      shall pay fixed annual rent without electricity (the “Fixed
      Annual Rent”)
      at the
      rates provided for in the schedule annexed hereto and made a part hereof as
      “Exhibit B” in equal monthly installments in advance on the first (1st)
      day of
      each calendar month during the Term, except that the first (1st)
      monthly
      installment of Fixed Annual Rent shall be paid by Tenant upon its execution
      of
      this Lease. All sums other than Fixed Annual Rent payable hereunder shall be
      deemed to be "Additional
      Rent"
      and
      shall be payable on demand, unless other payment dates are hereinafter provided.
      Tenant shall pay all Fixed Annual Rent and Additional Rent due hereunder at
      the
      office of Landlord or such other place as Landlord may designate, payable in
      United States legal tender, by cash, or by good and sufficient check drawn
      on a
      New York City bank which is a member of the New York Clearing House or a
      successor thereto, and without any set off or deduction whatsoever. The term
      "Rent"
      as used
      in this Lease shall mean Fixed Annual Rent and Additional Rent. Landlord may
      apply payments made by Tenant towards the payment of any item of Fixed Annual
      Rent and/or Additional Rent payable hereunder notwithstanding any designation
      by
      Tenant as to the items against which any such payment should be
      credited.

    


    3.02 Subject
      to the provisions hereof, if and so long as Tenant is not in material default
      under this Lease
      after
      notice and the expiration of any applicable cure period,
      the
      first (1st)
      three
      (3) monthly installments of Fixed Annual Rent (without electricity) accruing
      under the Lease shall each be abated by the amount of $35,699.21 (for an
      aggregate abatement in the sum of $107,097.63). Anything contained hereinabove
      to the contrary notwithstanding, if Tenant at any time during the term of the
      Lease, breaches any material covenant, condition or provision of the Lease
      and
      fails to cure such breach within any applicable grace period, and provided
      that
      the Lease is terminated by Landlord because of such material default, then,
      in
      addition to all other damages and remedies herein provided and to which Landlord
      may be otherwise entitled, Landlord shall also be entitled to the repayment
      in
      full of all Rent which has theretofore been abated under the provisions of
      this
      Lease, which repayment Tenant shall make upon demand therefore, provided,
      however, that for purposes of this subsection, said payment shall equal the
      product obtained by multiplying said credit by a fraction, the numerator of
      which is the number of months, and portions thereof, remaining in the term
      of
      this Lease after such breach, and the denominator of which is one hundred twenty
      (120).

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    


    ARTICLE
      4

     

    ASSIGNMENT/SUBLETTING

    


    4.01 Neither
      Tenant nor Tenant's legal representatives or successors in interest by operation
      of law or otherwise, shall assign, mortgage or otherwise encumber this Lease,
      or
      sublet or permit all or part of the Premises to be used by others, without
      the
      prior written consent of Landlord in each instance, which consent shall not
      be
      unreasonably withheld, denied or delayed in accordance with Section 4.07 herein.
      Subject to the provisions of Section 4.09 hereof, the transfer of a majority
      of
      the issued and outstanding capital stock of any corporate tenant or sublessee
      of
      this Lease or a majority of the total interest in any partnership tenant or
      sublessee or company, however accomplished, and whether in a single transaction
      or in a series of related or unrelated transactions, the conversion of a tenant
      or sublessee entity to either a limited liability company or a limited liability
      partnership or the merger or consolidation of a corporate tenant or sublessee,
      shall be deemed an assignment of this Lease or of such sublease. The transfer
      of
      issued and outstanding capital stock, for purposes of this Article, shall not
      include the public sale of such stock (i) by persons who are not those deemed
      "insiders" within the meaning of the Securities Exchange Act of 1934 as amended,
      and which sale is (ii) effected through the "over-the-counter market" or through
      any legitimate stock exchange recognized in the United States. If this Lease
      is
      assigned, or if the Premises or any part thereof is underlet or occupied by
      anybody other than Tenant, Landlord may, after default by Tenant, collect rent
      from the assignee, undertenant or occupant, and apply the net amount collected
      to the rent herein reserved, but no assignment, underletting, occupancy or
      collection shall be deemed a waiver of the provisions hereof, the acceptance
      of
      the assignee, undertenant or occupant as tenant, or a release of Tenant from
      the
      further performance by Tenant of covenants on the part of Tenant herein
      contained. The consent by Landlord to an assignment or underletting shall not
      in
      any way be construed to relieve Tenant from obtaining the express consent in
      writing of Landlord to any further assignment or underletting, as provided
      herein. In no event shall any permitted sublessee assign or encumber its
      sublease or further sublet all or any portion of its sublet space, or otherwise
      suffer or permit the sublet space or any part thereof to be used or occupied
      by
      others, without Landlord's prior written consent in each instance, as provided
      herein. A modification, amendment or extension of a sublease shall be deemed
      a
      sublease. The listing of the name of a party or entity other than that of Tenant
      on the Building or floor directory or on or adjacent to the entrance door to
      the
      Premises shall neither grant such party or entity any right or interest in
      this
      Lease or in the Premises nor constitute Landlord's consent to any assignment
      or
      sublease to, or occupancy of the Premises by, such party or entity. If any
      lien
      is filed against the Premises or the Building of which the same form a part
      for
      brokerage services claimed to have been performed for Tenant in connection
      with
      any such assignment or sublease, whether or not actually performed, the same
      shall be discharged within twenty-five (25) days after Tenant receives or has
      actual notice thereof, at Tenant's expense, by filing the bond required by
      law,
      or otherwise, and paying any other necessary sums, and Tenant agrees to
      indemnify Landlord and its agents and hold them harmless from and against any
      and all claims, losses or liability resulting from such lien for brokerage
      services rendered. 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    4.02 If
      Tenant
      desires to assign this Lease or to sublet all or any portion of the Premises,
      it
      shall first submit in writing to Landlord the documents described in Section
      4.06 hereof, and shall offer in writing (“Tenant’s
      Recapture Offer”),
      (i)
      with respect to a prospective assignment, to assign this Lease to Landlord
      without any payment of moneys or other consideration therefor, or, (ii) with
      respect to a prospective subletting, to sublet to Landlord the portion of the
      Premises involved (“Leaseback
      Area")
      for
      the term specified by Tenant in its proposed sublease or, at Landlord's option
      for the balance of the term of the Lease less one (1) day, and at the lower
      of
      (a) Tenant's proposed subrental or (b) the rate of Fixed Annual Rent and
      Additional Rent, and otherwise on the same terms, covenants and conditions
      (including provisions relating to escalation rents), as are contained herein
      and
      as are allocable and applicable to the portion of the Premises to be covered
      by
      such subletting. Tenant’s Recapture Offer shall specify the date when the
      Leaseback Area will be made available to Landlord, which date shall be in no
      event earlier than thirty (30) days nor later than ninety (90) days following
      the acceptance of Tenant’s Recapture Offer (the “Recapture
      Date”).
      If an
      offer of sublease is made, and if the proposed sublease will result in all
      or
      substantially all of the Premises being sublet, then Landlord shall have the
      option to extend the term of its proposed sublease for the balance of the term
      of this Lease less one (1) day. Landlord shall have a period of thirty (30)
      days
      from the receipt of such Tenant’s Recapture Offer to either accept or reject
      Tenant’s Recapture Offer or to terminate this Lease. 

    


    4.03. If
      Landlord exercises its option to terminate this Lease, then (i) the term of
      this
      Lease shall end at the election of Landlord either (x) on the date that such
      assignment or sublet was to become effective or commence, as the case may be,
      or
      (y) on the Recapture Date and (ii) Tenant shall surrender to Landlord and vacate
      the Premises on or before such date in the same condition as is otherwise
      required upon the expiration of this Lease by its terms, (iii) the Rent and
      Additional Rent due hereunder shall be paid and apportioned to such date, and
      (iv) Landlord shall be free to lease the Premises (or any portion thereof)
      to
      any individual or entity including, without limitation, Tenant’s proposed
      assignee or subtenant.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    4.04. If
      Landlord shall accept Tenant’s Recapture Offer Tenant shall then execute and
      deliver to Landlord, or to anyone designated or named by Landlord, an assignment
      or sublease, as the case may be, in either case in a form reasonably
      satisfactory to Landlord's counsel.

    


    If
      a
      sublease is so made it shall expressly:

    


    (i) permit
      Landlord to make further subleases of all or any part of the Leaseback Area
      and
      (at no cost or expense to Tenant) to make and authorize any and all changes,
      alterations, installations and improvements in such space as
      necessary;

    


    (ii) provide
      that Tenant will at all times permit reasonably appropriate means of ingress
      to
      and egress from the Leaseback Area;

    


    (iii) negate
      any intention that the estate created under such sublease be merged with any
      other estate held by either of the parties;

    


    (iv) provide
      that Landlord shall accept the Leaseback Area "as is" except that Landlord,
      at
      Tenant's expense, shall perform all such work and make all such alterations
      as
      may be required physically to separate the Leaseback Area from the remainder
      of
      the Premises and to permit lawful occupancy, it being intended that Tenant
      shall
      have no other cost or expense in connection with the subletting of the Leaseback
      Area;

    


    (v) provide
      that at the expiration of the term of such sublease Tenant will accept the
      Leaseback Area in its then existing condition, subject to the obligations of
      Landlord to make such repairs thereto as may be necessary to preserve the
      Leaseback Area in good order and condition, ordinary wear and tear
      excepted.

       

    4.05 Landlord
      shall indemnify and save Tenant harmless from all obligations under this Lease
      as to the Leaseback Area during the period of time it is so sublet, except
      for
      Fixed Annual Rent and Additional Rent, if any, due under the within Lease,
      which
      are in excess of the rents and additional sums due under such sublease. Subject
      to the foregoing, performance by Landlord, or its designee, under a sublease
      of
      the Leaseback Area shall be deemed performance by Tenant of any similar
      obligation under this Lease and any default under any such sublease shall not
      give rise to a default under a similar obligation contained in this Lease,
      nor
      shall Tenant be liable for any default under this Lease or deemed to be in
      default hereunder if such default is occasioned by or arises from any act or
      omission of the tenant under such sublease or is occasioned by or arises from
      any act or omission of any occupant holding under or pursuant to any such
      sublease.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    4.06 If
      Tenant
      requests Landlord's consent to a specific assignment or subletting, it shall
      submit in writing to Landlord (i) the name and address of the proposed assignee
      or sublessee, (ii) a duly executed counterpart of the proposed agreement of
      assignment or sublease, (iii) reasonably satisfactory information as to the
      nature and character of the business of the proposed assignee or sublessee
      and
      as to the nature of its proposed use of the space, and (iv) banking, financial
      or other credit information relating to the proposed assignee or sublessee
      reasonably sufficient to enable Landlord to determine the financial
      responsibility and character of the proposed assignee or sublessee.

    


    4.07. If
      Landlord shall not have accepted Tenant’s Recapture Offer and Landlord shall not
      have terminated this Lease, as provided for in Section 4.02 hereof, then
      Landlord will not unreasonably withhold or delay its consent to Tenant's request
      for consent to such specific assignment or subletting for the use permitted
      under this Lease, provided that:

    


    (i) The
      Premises shall not, without Landlord's prior consent, have been listed or
      otherwise publicly advertised for assignment or subletting at a rental rate
      lower than the higher of (a) the Fixed Annual Rent and all Additional Rent
      then
      payable, or (b) the then prevailing rental rate for other space in the
      Building;

    


    (ii) The
      proposed assignee or subtenant shall have a financial standing, be of a
      character, be engaged in a business, and propose to use the Premises, in a
      manner consistent with the permitted use and in keeping with the standards
      of
      the Building;

    


    (iii) The
      proposed assignee or subtenant shall not then be a tenant, subtenant, assignee
      or occupant of any space in the Building, nor shall the proposed assignee or
      subtenant be a person or entity who has dealt with Landlord or Landlord's agent
      (directly or through a broker) with respect to space in the Building during
      the
      four (4) months immediately preceding Tenant's request for Landlord's
      consent;

    


    (iv) The
      character of the business to be conducted in the Premises by the proposed
      assignee or subtenant shall not be likely to increase operating expenses or
      the
      burden on existing cleaning services, elevators or other services and/or systems
      of the Building;

    


    (v) In
      case
      of a subletting, the subtenant shall be expressly subject to all of the
      obligations of Tenant under this Lease and the further condition and restriction
      that such sublease shall not be assigned, encumbered or otherwise transferred
      or
      the Premises further sublet by the subtenant in whole or in part, or any part
      thereof suffered or permitted by the subtenant to be used or occupied by others,
      without the prior written consent of Landlord in each instance;


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    


    (vi) No
      subletting shall end later than one (1) day before the Expiration Date nor
      shall
      any subletting be for a term of less than two (2) years unless it commences
      less
      than two (2) years before the Expiration Date;

    


    (vii) At
      no
      time shall there be more than two (2) occupants, including Tenant, in the
      Premises;

    


    (viii) Tenant
      shall reimburse Landlord on demand for any reasonable costs, including
      attorneys' fees and disbursements, that may be incurred by Landlord in
      connection with said assignment or sublease;

    


    (ix) The
      character of the business to be conducted in the Premises by the proposed
      assignee or subtenant shall not require any alterations, installations,
      improvements, additions or other physical changes to be performed, or made
      to,
      any portion of the Building or the Real Property other than the Premises;
      and

    


    (x) The
      proposed assignee or subtenant shall not be any entity which is entitled to
      diplomatic or sovereign immunity or which is not subject to service of process
      in the State of New York or to the jurisdiction of the courts of the State
      of
      New York and the United States located in New York County.

    


    4.08 Any
      consent of Landlord under this Article shall be subject to the terms of this
      Article and conditioned upon there being no default by Tenant, beyond any grace
      period, under any of the terms, covenants and conditions of this Lease at the
      time that Landlord's consent to any such subletting or assignment is requested
      and on the date of the commencement of the term of any proposed sublease or
      the
      effective date of any proposed assignment. Tenant acknowledges and agrees that
      no assignment or subletting shall be effective unless and until Tenant, upon
      receiving any necessary Landlord's written consent (and unless it was
      theretofore delivered to Landlord) causes a duly executed copy of the sublease
      or assignment to be delivered to Landlord within ten (10) days after execution
      thereof. Any such sublease shall provide that the sublessee shall comply with
      all applicable terms and conditions of this Lease to be performed by the Tenant
      hereunder. Any such assignment of this Lease shall contain an assumption by
      the
      assignee of all of the terms, covenants and conditions of this Lease to be
      performed by the Tenant. 

    


    4.09. Anything
      hereinabove contained to the contrary notwithstanding, Landlord will not
      unreasonably withhold or delay its consent to an assignment of this Lease,
      or
      sublease of all or part of the Premises, to the parent of Tenant or to a
      wholly-owned subsidiary of Tenant or of said parent of Tenant, provided the
      net
      worth of transferor or sublessor, after such transaction, is not less than
      its
      net worth as of (a) the Commencement Date or (b) the day immediately prior
      to
      such transaction, whichever is greater, and provided also that any such
      transaction complies with the other provisions of this Article.



    
      
        
        

      

      
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    4.10 If
      Landlord shall not have elected to terminate this Lease in accordance with
      Section 4.02 hereof, and Tenant effects any assignment or subletting (other
      than
      pursuant to Section 4.09 above), then Tenant thereafter shall pay to Landlord
      a
      sum equal to fifty (50%) percent of (a) any rent or other consideration payable
      to Tenant by any subtenant (after deducting the cost of Tenant, if any, in
      effecting the subletting or assignment, for reasonable alteration costs,
      advertising expenses, brokerage commissions, reasonable rent concessions and
      legal fees) which is in excess of the rent allocable to the subleased space
      which is then being paid by Tenant to Landlord pursuant to the terms hereof,
      and
      (b) any other profit or gain realized by Tenant (after deducting the cost of
      Tenant, if any, in effecting the subletting or assignment, for reasonable
      alteration costs, advertising expenses, brokerage commissions, reasonable rent
      concessions and legal fees not previously deducted pursuant to subsection a
      above) from any such subletting or assignment. The foregoing amounts shall
      be
      payable to Landlord only if, as and when, the same are received by Tenant from
      said assignee or sublessee.

    


    4.11. In
      no
      event shall Tenant be entitled to make, nor shall Tenant make, any claim, and
      Tenant hereby waives any claim, for money damages (nor shall Tenant claim any
      money damages by way of set-off, counterclaim or defense) based upon any claim
      or assertion by Tenant that Landlord has unreasonably withheld or unreasonably
      delayed its consent or approval to a proposed assignment or subletting as
      provided for in this Article. Tenant's sole remedy shall be an action or
      proceeding to enforce any such provision, or for specific performance,
      injunction or declaratory judgment.

    


    4.12
      Notwithstanding anything contained herein to the contrary, Tenant shall be
      permitted to license to third parties, free of any termination right of Landlord
      hereunder and without seeking the prior consent of Landlord, up to thirty (30%)
      percent of the Premises for “desk space” for uses permitted under this Lease
      only, provided that (i) any such “desk space” so licensed by Tenant does not
      have separate means of ingress to or egress from the Premises to the public
      corridors of the Building, and (ii) Landlord is delivered advance written notice
      of each such “desk space” license agreement entered into by Tenant along with a
      copy of same which is, by its express terms, made subject to this Lease, and
      comprehensive identification and contact information of each proposed licensee.
      In the event of a licensing of “desk space” by Tenant in accordance with the
      provisions of this Section, any “recapture” and termination rights of Landlord
      under this Article 4 shall not apply, but the remaining provisions of this
      Article 4, exclusive of the provisions of 4.10, shall apply thereto as if all
      references therein to a “sublease” or “assignment” were, instead, to a
“license”.


    
      
        
        

      

      
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    4.13
      Solely with respect to the provisions of Article 4 of this Lease, if
      a
      dispute arises between the parties which cannot be resolved by negotiation,
      they
      shall submit the matter to binding arbitration before the American Arbitration
      Association or any successor organization, in accordance with the rules,
      regulations and/or procedures for expedited proceedings then obtaining of the
      American Arbitration Association or such successor organization. The parties
      shall jointly designate an independent arbitrator (the "Arbitrator"). In the
      event that the parties shall be unable to jointly agree on the designation
      of
      the Arbitrator within five (5) days after written request by either party,
      the
      parties shall allow the American Arbitration Association, or any successor
      organization, to designate the Arbitrator in accordance with the rules,
      regulations and/or procedures for expedited proceedings then obtaining of the
      American Arbitration Association or such successor organization. The arbitration
      shall be held at New York, New York, on seven (7) days notice, within seven
      (7)
      days of the appointment of the Arbitrator. The Arbitrator shall conduct such
      hearings, discovery and investigations as he/she may deem appropriate, provided
      that they shall be concluded within thirty (30) days after the date of
      designation of the Arbitrator. Within ten (10) after the conclusion thereof,
      the
      Arbitrator shall issue a determination. The determination of the arbitrator
      shall be conclusive and binding upon the parties and shall be set forth, along
      and with the Arbitrator's rationale for such determination, in a written report
      delivered to the parties. Each party shall pay its own counsel fees and
      expenses, if any, in connection with any arbitration under this Article. The
      Arbitrator appointed pursuant to this Article shall be an independent real
      estate construction professional with at least ten (10) years' experience in
      commercial real estate /commercial leasing. The Arbitrator shall not have the
      power to add to, modify or delete any of the provisions of this Agreement.
      The
      sole function of the Arbitrator shall be to determine whether Landlord has
      acted
      reasonably and whether to require Landlord to grant such consent or approval;
      the Arbitrator may not award damages or grant any other monetary award or
      relief. 

    


    4.14 Anything
      hereinabove contained to the contrary notwithstanding, the "recapture"
      provisions of this Article and the provisions of Section 4.10 hereof shall
      not
      apply in connection with, and Landlord's consent shall not be required for
      (a)
      an assignment of this Lease, or sublease of all or part of the Premises for
      the
      uses permitted hereunder, to a Related Entity or (b) in connection with a deemed
      assignment of this Lease resulting from a transfer of a majority of the issued
      and outstanding shares of capital stock or ownership interests of Tenant
      provided that such transfer shall be for a legitimate business purpose and
      not
      principally for the purpose of transferring this Lease, and provided further,
      with respect to both clauses (a) and (b), to the extent applicable, that: (i)
      Landlord is given prior notice thereof and reasonably satisfactory proof that
      the requirements of this Article 4 (to the extent applicable to the transaction)
      have been met and Tenant agrees to remain primarily liable, jointly and
      severally, with any assignee, for the obligations of Tenant under this Lease
      and
      (ii) in Landlord's reasonable judgment the proposed assignee or subtenant is
      engaged in a business and the Premises, or the relevant part thereof, will
      be
      used in a manner which (x) is in keeping with the standards of the Building
      and
      (y) would not adversely affect or increase Landlord's cost in the operation
      of
      the Building.

    


    4.14 For
      purposes of this Article: 

    


    A.
      a
      "Related
      Entity"
      shall
      mean:


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


    (x)
      a
      wholly-owned subsidiary of Tenant or any corporation or entity which controls
      or
      is controlled by Tenant or is under common control with Tenant, or 

    


    (y)
      any
      entity (a "Successor
      Entity")
      (i) to
      which substantially all the assets of Tenant are transferred, or (ii) into
      which
      Tenant may be merged or consolidated, provided that in either such case both
      the
      net worth and ratio of current assets to current liabilities (exclusive of
      good
      will) of such transferee or of the resulting or surviving corporation or other
      business entity, as the case may be, as certified by the certified public
      accountants of such transferee or the resulting or surviving business entity
      in
      accordance with generally accepted accounting principles, consistently applied,
      is not less than Tenant's net worth and ratio of current assets to current
      liabilities (exclusive of good will), as so certified, as of the day immediately
      prior to such transaction and provided also that any such transaction complies
      with the other provisions of this Article; and 

    


    B.
      the
      term "control"
      shall
      mean, in the case of a corporation or other entity, ownership or voting control,
      directly or indirectly, of at least fifty (50%) percent of all of the general
      or
      other partnership (or similar) interests therein and the power to determine
      the
      actions of such entity. 

    


     

    ARTICLE
      5

     

    DEFAULT

    


    5.01 Landlord
      may terminate this Lease on five (5) business days' notice: (a) if Fixed Annual
      Rent or Additional Rent is not paid within five (5) business days after written
      notice from Landlord; or (b) if Tenant shall have failed to cure a default
      in
      the performance of any covenant of this Lease (except the payment of Rent),
      or
      any rule or regulation hereinafter set forth, within twenty (20) days after
      written notice thereof from Landlord, or if default cannot be completely cured
      in such time, if Tenant shall not promptly proceed to cure such default within
      said twenty (20) days, or shall not complete the curing of such default with
      due
      diligence; or (c) when and to the extent permitted by law, if a petition in
      bankruptcy shall be filed by or against Tenant or if Tenant shall make a general
      assignment for the benefit of creditors, or receive the benefit of any
      insolvency or reorganization act; or (d) if a receiver or trustee is appointed
      for any portion of Tenant's property and such appointment is not vacated within
      thirty (30) days; or (e) if an execution or attachment shall be issued under
      which the Premises shall be taken or occupied or attempted to be taken or
      occupied by anyone other than Tenant; or (f) if the Premises become and remain
      abandoned for a period of twenty-five (25) days; or (g) if Tenant shall default
      beyond any grace period under any other lease between Tenant and Landlord.
      At
      the expiration of the five (5) business day notice period, this Lease and any
      rights of renewal or extension thereof shall terminate as completely as if
      that
      were the date originally fixed for the expiration of the Term of this Lease,
      but
      Tenant shall remain liable as hereinafter provided.


    
      
        
        

      

      
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    5.02 In
      the
      event that Tenant is in arrears for Fixed Annual Rent or any item of Additional
      Rent, Tenant waives its right, if any, to designate the items against which
      payments made by Tenant are to be credited and Landlord may apply any payments
      made by Tenant to any items which Landlord in its sole discretion may elect
      irrespective of any designation by Tenant as to the items against which any
      such
      payment should be credited.

    


    5.03 Tenant
      shall not seek to remove and/or consolidate any summary proceeding brought
      by
      Landlord with any action commenced by Tenant in connection with this Lease
      or
      Tenant's use and/or occupancy of the Premises.

    


    5.04 In
      the
      event of a default by Landlord hereunder, no property or assets of Landlord,
      or
      any principals, shareholders, officers, directors, partners or members of
      Landlord, whether disclosed or undisclosed, other than the Building in which
      the
      Premises are located and the land upon which the Building is situated, shall
      be
      subject to levy, execution or other enforcement procedure for the satisfaction
      of Tenant's remedies under or with respect to this Lease, the relationship
      of
      Landlord and Tenant hereunder or Tenant's use and occupancy of the
      Premises.

    


    ARTICLE
      6

     

    RELETTING,
      ETC.

    


    6.01 If
      Landlord shall re-enter the Premises on the default of Tenant, by summary
      proceedings or otherwise: (a) Landlord may re-let the Premises or any part
      thereof, as Tenant's agent, in the name of Landlord, or otherwise, for a term
      shorter or longer than the balance of the term of this Lease, and may grant
      concessions or free rent; (b) Tenant shall pay Landlord any deficiency between
      the rent hereby reserved and the net amount of any rents collected by Landlord
      for the remaining term of this Lease, through such re-letting. Such deficiency
      shall become due and payable monthly, as it is determined. Landlord shall have
      no obligation to re-let the Premises, and its failure or refusal to do so,
      or
      failure to collect rent on re-letting, shall not affect Tenant's liability
      hereunder. In computing the net amount of rents collected through such
      re-letting, Landlord may deduct all reasonable expenses incurred in obtaining
      possession or re-letting the Premises, including legal expenses and fees,
      brokerage fees, the cost of restoring the Premises to good order, and the cost
      of all alterations and decorations deemed necessary by Landlord to effect
      re-letting. In no event shall Tenant be entitled to a credit or repayment for
      rerental income which exceeds the sums payable by Tenant hereunder or which
      covers a period after the original term of this Lease; (c) Tenant hereby
      expressly waives any right of redemption granted by any present or future law.
      "Re-enter" and "re-entry" as used in this Lease are not restricted to their
      technical legal meaning. In the event of a breach or threatened breach of any
      of
      the covenants or provisions hereof, Landlord shall have the right of injunctive
      relief. Mention herein of any particular remedy shall not preclude Landlord
      from
      any other available remedy; (d) Landlord shall recover as liquidated damages,
      in
      addition to accrued rent and other charges, if Landlord's re-entry is the result
      of Tenant's bankruptcy, insolvency, or reorganization, the full rental for
      the
      maximum period allowed by any act relating to bankruptcy, insolvency or
      reorganization.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


    6.02 If
      Landlord re-enters the Premises for any cause, or if Tenant abandons the
      Premises, or after the expiration of the term of this Lease, any property left
      in the Premises by Tenant shall be deemed to have been abandoned by Tenant,
      and
      Landlord shall have the right to retain or dispose of such property in any
      manner without any obligation to account therefor to Tenant. If Tenant shall
      at
      any time default hereunder, and if Landlord shall institute an action or summary
      proceeding against Tenant based upon such default, then Tenant will reimburse
      Landlord for the legal expenses and fees thereby incurred by
      Landlord.

    


    


    ARTICLE
      7

    LANDLORD
      MAY CURE DEFAULTS

    


    7.01 If
      Tenant
      shall default in performing any covenant or condition of this Lease, Landlord
      may perform the same for the account of Tenant, and if Landlord, in connection
      therewith, or in connection with any default by Tenant, makes any expenditures
      or incurs any obligations for the payment of money, including but not limited
      to
      reasonable attorney's fees, such sums so paid or obligations incurred shall
      be
      deemed to be Additional Rent hereunder, and shall be paid by Tenant to Landlord
      within ten (10) business days of rendition of any bill or statement therefor,
      and if Tenant's lease term shall have expired at the time of the making of
      such
      expenditures or incurring of such obligations, such sums shall be recoverable
      by
      Landlord as damages.

    


     

    ARTICLE
      8

     

    ALTERATIONS

    


    8.01 (A)
      Tenant shall make no decoration, alteration, addition or improvement in the
      Premises, without the prior written consent of Landlord, and then only by
      contractors or mechanics and in such manner and time, and with such materials,
      as reasonably approved by Landlord (notwithstanding the foregoing, however,
      Landlord’s prior negative experience with, concerns regarding the financial
      stability of, and any criminal proceedings pending against, any such contractor
      or mechanic shall be deemed to be a reasonable basis upon which for Landlord
      to
      refuse to grant its approval). All alterations, additions or improvements to
      the
      Premises, including air-conditioning equipment and duct work, except movable
      office furniture and trade equipment installed at the expense of Tenant, shall,
      unless Landlord elects otherwise in writing, become the property of Landlord,
      and shall be surrendered with the Premises, at the expiration or sooner
      termination of the term of this Lease. Any such alterations, additions and
      improvements which Landlord shall designate, shall be removed by Tenant and
      any
      damage repaired, at Tenant's expense, prior to the expiration of this Lease,
      unless written request has been made by Tenant at the time of Tenant’s request
      for Landlord’s approval of the installation of such item(s) by means of the
      following sentence in capital letters: 


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    


    TENANT
      REQUESTS THAT LANDLORD NOTIFY TENANT TOGETHER WITH LANDLORD’S CONSENT TO THE
      ENCLOSED TENANT'S PLANS WHETHER LANDLORD REQUIRES ANY ALTERATION SHOWN ON THE
      ENCLOSED PLANS TO BE REMOVED FROM THE PREMISES AT THE EXPIRATION OR SOONER
      TERMINATION OF THE TERM. IF LANDLORD SHALL FAIL TO RESPOND HERETO AT THE TIME
      OF
      LANDLORD’S CONSENT TO SUCH ALTERATION AND RESERVE SUCH RIGHT, THEN LANDLORD
      SHALL BE DEEMED TO HAVE WAIVED LANDLORD’S RIGHT TO REQUIRE SUCH ALTERATION TO BE
      REMOVED AT THE END OF THE TERM.

    


    Landlord
      elects by notice to Tenant in response thereto to relinquish Landlord's right
      thereto and to have them removed by Tenant, in which case, the item(s) shall
      be
      removed from the Premises by Tenant, and any resulting damage to the Premises
      or
      the Building repaired by Tenant, at Tenant's expense, prior to the expiration
      of
      the Lease.

    


    (B)
      Notwithstanding
      anything contained in this Lease to the contrary, Tenant shall not be obligated
      to remove any Alterations (hereinafter defined) hereinafter performed in or
      to
      the Premises except for Specialty Alterations. For purposes of this Section
      8.01
      (B), "Specialty
      Alterations"
      shall
      mean Alterations consisting of kitchens, pantries, executive bathrooms, raised
      computer floors, server rooms, vaults, libraries, filing systems, internal
      staircases, dumbwaiters, pneumatic tubes, vertical and horizontal transportation
      systems, any Alterations which are structural in nature or penetrate or
      otherwise affects any floor slab, and other Alterations of a similar character
      which are not customary for general office use in non-institutional office
      buildings in midtown Manhattan. Tenant shall, at Tenant's cost and expense,
      remove any Specialty Alteration designated by Landlord, repair any damage to
      the
      Premises or the Building due to such removal, cap all electrical, plumbing
      and
      waste disposal lines in accordance with sound construction practice and restore
      the Premises to the condition existing prior to the making of such Specialty
      Alteration, reasonable wear and tear and damage from casualty excepted. All
      such
      work shall be performed in accordance with plans and specifications first
      approved by Landlord, such approval not to be unreasonably withheld or delayed,
      and all applicable terms, covenants, and conditions of this Lease. If the
      Landlord’s insurance premiums increase as a result of any Specialty Alterations,
      Tenant shall pay each such increase each year as Additional Rent within thirty
      (30) days after receipt of a bill therefore from Landlord.


    
      
        
        

      

      
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    (C)
      Notwithstanding anything contained herein to the contrary, Tenant shall not
      be
      required to obtain Landlord’s prior written consent or approval for any
      nonstructural, purely decorative, interior improvements to the Premises
      provided, however that said improvements do not consist of changes or
      modifications to any Building plumbing, electrical, air conditioning or other
      Building wide systems and do not affect and are not visible from any portion
      of
      the Building outside of the Premises.

    


    8.02 Anything
      hereinabove to the contrary notwithstanding, Landlord will not unreasonably
      withhold or delay approval of written requests of Tenant to make nonstructural
      interior alterations, decorations, additions and improvements (herein referred
      to as "Alterations")
      in the
      Premises, provided that such Alterations do not affect utility services or
      plumbing and electrical lines or other systems of the Building and do not affect
      and are not visible from any portion of the Building outside of the Premises.
      All Alterations shall be performed in accordance with the following
      conditions:

    


    (i) Prior
      to
      the commencement of any Alterations costing more than $10,000.00, Tenant shall
      first submit to Landlord for its approval detailed dimensioned coordinated
      plans
      and specifications, including layout, architectural, mechanical, electrical,
      plumbing and structural drawings for each proposed Alteration. Landlord shall
      be
      given, in writing, a good description of all other Alterations. 

    


    (ii) All
      Alterations in and to the Premises shall be performed in a good and workmanlike
      manner and in accordance with the Building’s rules and regulations governing
      Tenant Alterations. Prior to the commencement of any such Alterations, Tenant
      shall, at its sole cost and expense, obtain and exhibit to Landlord any
      governmental permit required in connection with such Alterations. In order
      to
      compensate Landlord for its general conditions and the costs incurred by
      Landlord in connection with Tenant’s performance of Alterations in and/or to the
      Premises (including, without limitation, the costs incurred by Landlord in
      connection with the coordination of Alterations which may affect systems or
      services of the Building or portions of the Building outside of the Premises),
      Tenant shall pay to Landlord a fee equal to Landlord’s actual out of pocket
      expenses incurred in connection therewith. Such fee shall be paid by Tenant
      as
      Additional Rent hereunder within ten (10) days following receipt of an invoice
      therefor. 

    


    (iii) All
      Alterations shall be done in compliance with all other applicable provisions
      of
      this Lease and with all applicable laws, ordinances, directions, rules and
      regulations of governmental authorities having jurisdiction, including, without
      limitation, the Americans with Disabilities Act of 1990 and New York City Local
      Law No. 57/87 and similar present or future laws, and regulations issued
      pursuant thereto, and also New York City Local Law No. 76 and similar present
      or
      future laws, and regulations issued pursuant thereto, on abatement, storage,
      transportation and disposal of asbestos and other hazardous materials, which
      work, if required, shall be effected at Tenant's sole cost and expense, by
      contractors and consultants approved by Landlord and in strict compliance with
      the aforesaid rules and regulations and with Landlord's rules and regulations
      thereon.


    
      
        
        

      

      
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    (iv) All
      work
      shall be performed with union labor having the proper jurisdictional
      qualifications.

    


    (v) Tenant
      shall keep the Building and the Premises free and clear of all liens for any
      work or material claimed to have been furnished to Tenant or to the Premises.
      

    


    (vi) Prior
      to
      the commencement of any work by or for Tenant, Tenant shall furnish to Landlord
      certificates evidencing the existence of the following insurance:

    


    (a) Workmen's
      compensation insurance covering all persons employed for such work and with
      respect to whom death or bodily injury claims could be asserted against
      Landlord, Tenant or the Premises.

    


    (b) Broad
      form general liability insurance written on an occurrence basis naming Tenant
      as
      an insured and naming Landlord and its designees as additional insureds, with
      limits of not less than $3,000,000 combined single limit for personal injury
      in
      any one occurrence, and with limits of not less than $500,000 for property
      damage (the foregoing limits may be revised from time to time by Landlord to
      such higher limits as Landlord from time to time reasonably requires). Tenant,
      at its sole cost and expense, shall cause all such insurance to be maintained
      at
      all time when the work to be performed for or by Tenant is in progress. All
      such
      insurance shall be obtained from a company authorized to do business in New
      York
      and shall provide that it cannot be canceled without thirty (30) days prior
      written notice to Landlord. All polices, or certificates therefor, issued by
      the
      insurer and bearing notations evidencing the payment of premiums, shall be
      delivered to Landlord. Blanket coverage shall be acceptable, provided that
      coverage meeting the requirements of this paragraph is assigned to Tenant's
      location at the Premises.

    


    (vii) In
      granting its consent to any Alterations, Landlord may impose such conditions
      as
      to guarantee of completion (including, without limitation, requiring Tenant
      to
      post additional security or a bond to insure the completion of such Alterations,
      payment, restoration or otherwise), as Landlord may reasonably require.


    


    (viii) All
      work
      to be performed by Tenant shall be done in a manner which will not interfere
      with or disturb other tenants and occupants of the Building.


    
      
        
        

      

      
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    (ix) The
      review and/or approval by Landlord, its agents, consultants and/or contractors,
      of any Alteration or of plans and specifications therefor and the coordination
      of such Alteration work with the Building, as described in part above, are
      solely for the benefit of Landlord, and neither Landlord nor any of its agents,
      consultants or contractors shall have any duty toward Tenant; nor shall Landlord
      or any of its agents, consultants and/or contractors be deemed to have made
      any
      representation or warranty to Tenant, or have any liability, with respect to
      the
      safety, adequacy, correctness, efficiency or compliance with laws of any plans
      and specifications, Alterations or any other matter relating thereto.


    


    (x) Promptly
      following the substantial completion of any Alterations, Tenant shall submit
      to
      Landlord: (a) one (1) sepia and one (1) copy on floppy disk or CD (using a
      current version of Autocad or such other similar software as is then commonly
      in
      use) of final, “as-built” plans for the Premises showing all such Alterations
      and demonstrating that such Alterations were performed substantially in
      accordance with plans and specifications first approved by Landlord and (b)
      an
      itemization of Tenant’s total construction costs, detailed by contractor,
      subcontractors, vendors and materialmen; bills, receipts, lien waivers and
      releases from all contractors, subcontractors, vendors and materialmen;
      architects' and Tenant's certification of completion, payment and acceptance,
      and all governmental approvals and confirmations of completion for such
      Alterations.

    


    


    ARTICLE
      9

     

    LIENS

    


    9.01 Prior
      to
      commencement of its work in the Premises, Tenant shall obtain and deliver to
      Landlord a written letter of authorization, in form satisfactory to Landlord's
      counsel, signed by all architects, engineers and designers to become involved
      in
      such work, which shall confirm that any of their drawings or plans are to be
      removed from any filing with governmental authorities on request of Landlord,
      in
      the event that said architect, engineer or designer thereafter no longer is
      providing services with respect to the Premises. With respect to contractors,
      subcontractors, materialmen and laborers, and architects, engineers and
      designers, for all work or materials to be furnished to Tenant at the Premises,
      Tenant agrees to obtain and deliver to Landlord written and unconditional waiver
      of mechanics liens upon the Premises or the Building after payments to the
      contractors, etc., subject to any then applicable provisions of the Lien Law.
      Notwithstanding the foregoing, Tenant at its expense shall cause any lien filed
      against the Premises or the Building, for work or materials claimed to have
      been
      furnished to Tenant, to be discharged of record within twenty (20) days after
      notice thereof.


    
      
        
        

      

      
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    ARTICLE
      10

     

    REPAIRS

    


    10.01 Tenant
      shall take good care of the Premises and the fixtures and appurtenances therein,
      and shall make all repairs necessary to keep them in good working order and
      condition, including structural repairs when those are necessitated by the
      act,
      omission or negligence of Tenant or its agents, employees, invitees or
      contractors, subject to the provisions of Article 11 hereof. During the term
      of
      this Lease, Tenant may have the use of any air-conditioning equipment servicing
      the Premises, subject to the provisions of Article 35 of this Lease, and shall
      reimburse Landlord, in accordance with Article 41 of this Lease, for electricity
      consumed by the equipment. The exterior walls and roofs of the Building, the
      mechanical rooms, service closets, shafts, areas above any hung ceiling and
      the
      windows and the portions of all window sills outside same are not part of the
      Premises demised by this Lease, and Landlord hereby reserves all rights to
      such
      parts of the Building. Tenant shall not paint, alter, drill into or otherwise
      change the appearance of the windows including, without limitation, the sills,
      jambs, frames, sashes, and meeting rails.

    


     

    ARTICLE
      11

     

    FIRE
      OR OTHER CASUALTY

    


    11.01 Damage
      by
      fire or other casualty to the Building and to the core and shell of the Premises
      (excluding the tenant improvements and betterments and Tenant's personal
      property) shall be repaired at the expense of Landlord (“Landlord’s
      Restoration Work”),
      but
      without prejudice to the rights of subrogation, if any, of Landlord's insurer
      to
      the extent not waived herein. Landlord shall not be required to repair or
      restore any of Tenant's property or any alteration, installation or leasehold
      improvement made in and/or to the Premises. If, as a result of such damage
      to
      the Building or to the core and shell of the Premises, the Premises are rendered
      untenantable, the Rent shall abate in proportion to the portion of the Premises
      not usable by Tenant from the date of such fire or other casualty until
      Landlord’s Restoration Work is substantially completed. Landlord shall not be
      liable to Tenant for any delay in performing Landlord’s Restoration Work,
      Tenant's sole remedy being the right to an abatement of Rent, as provided above.
      Tenant shall cooperate with Landlord in connection with the performance by
      Landlord of Landlord’s Restoration Work. If the Premises are rendered wholly
      untenantable by fire or other casualty and if Landlord shall decide not to
      restore the Premises, or if the Building shall be so damaged that Landlord
      shall
      decide to demolish it or not to rebuild it (whether or not the Premises have
      been damaged), Landlord may within ninety (90) days after such fire or other
      cause give written notice to Tenant of its election that the term of this Lease
      shall automatically expire no less than ten (10) days after such notice is
      given. Notwithstanding the foregoing, each party shall look first to any
      insurance in its favor before making any claim against the other party for
      recovery for loss or damage resulting from fire or other casualty, and to the
      extent that such insurance is in force and collectible and to the extent
      permitted by law, Landlord and Tenant each hereby releases and waives all right
      of recovery against the other or any one claiming through or under each of
      them
      by way of subrogation or otherwise. The foregoing release and waiver shall
      be in
      force only if both releasors' insurance policies contain a clause providing
      that
      such a release or waiver shall not invalidate the insurance and also, provided
      that such a policy can be obtained without additional premiums. Tenant hereby
      expressly waives the provisions of Section 227 of the Real Property Law and
      agrees that the foregoing provisions of this Article shall govern and control
      in
      lieu thereof.


    
      
        
        

      

      
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    11.02 In
      the
      event that the Premises has been damaged or destroyed and this Lease has not
      been terminated in accordance with the provisions of this Article, Tenant shall
      (i) cooperate with Landlord in the restoration of the Premises and shall remove
      from the Premises as promptly as reasonably possible all of Tenant's salvageable
      inventory, movable equipment, furniture and other property and (ii) repair
      the
      damage to the tenant improvements and betterments and Tenant’s personal property
      and restore the Premises within one hundred eighty (180) days following the
      date
      upon which the core and shell of the Premises shall have been substantially
      repaired by Landlord.

    


    ARTICLE
      12

     

    END
      OF TERM

    


    12.01 Tenant
      shall surrender the Premises to Landlord at the expiration or sooner termination
      of this Lease in good order and condition, except for reasonable wear and tear
      and damage by fire or other casualty, and Tenant shall remove all of its
      property. Tenant agrees it shall indemnify and save Landlord harmless against
      all costs, claims, loss or liability resulting from delay by Tenant in so
      surrendering the Premises, including, without limitation, any claims made by
      any
      succeeding tenant founded on such delay. The parties recognize and agree that
      the damage to Landlord resulting from any failure by Tenant timely to surrender
      the Premises will be substantial, will exceed the amount of monthly Rent
      theretofore payable hereunder, and will be impossible of accurate measurement.
      Tenant therefore agrees that if possession of the Premises is not surrendered
      to
      Landlord within one (1) day after the date of the expiration or sooner
      termination of the Term of this Lease, then Tenant will pay Landlord as
      liquidated damages for each month and for each portion of any month during
      which
      Tenant holds over in the Premises after expiration or termination of the Term
      of
      this Lease, a sum equal to two (2) times the average Rent and Additional Rent
      which was payable per month under this Lease during the last six months of
      the
      Term thereof. The aforesaid obligations shall survive the expiration or sooner
      termination of the Term of this Lease. At any time during the Term of this
      Lease, Landlord may exhibit the Premises to prospective purchasers or mortgagees
      of Landlord's interest therein. During the last year of the term of this Lease,
      Landlord may exhibit the Premises to prospective tenants and shall use
      commercially reasonable efforts to minimize interference with Tenant’s permitted
      use of the Premises during such entry to the Premises. 

    



    
      
        
        

      

      
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    ARTICLE
      13

     

    SUBORDINATION
      AND ESTOPPEL, ETC.

    


    13.01 This
      Lease is and shall be subject and subordinate to all present and future ground
      leases, underlying leases and to all subleases of the entire premises demised
      by
      that certain ground lease (hereinafter referred to as the “Mesne Lease”) dated
      December 30, 1957 and recorded in the office of the Register of the City of
      New
      York in the County of New York on December 31, 1957, in Liber 5024 of
      Conveyances, Page 430 of which the premises hereby demised form a part (the
      Mesne Lease and any or all present and future ground leases, underlying leases
      and subleases of the entire premises demised by the Mesne Lease are hereunder
      referred to as the "ground leases" and the lessors and lessees thereunder are
      hereinafter referred to respectively as the "ground lessors" and "ground
      lessees" ) and to all renewals, modifications, replacements and extensions
      of
      the ground leases, and to all present and future mortgages affecting such ground
      leases (such mortgages are hereinafter referred to as the "mortgages" and the
      mortgagees thereunder are hereinafter referred to as the "the mortgagees")
      including, without limitation, that certain Amended and Restated Indenture
      of
      Leasehold Mortgage, Security Agreement, Financing Statement, Fixture Filing
      and
      Assignment of Leases, Rents and Security Deposits, dated as of May 21, 1999
      by
      and between SLG Graybar Mesne Lease LLC and SLG Graybar Sublease LLC, as
      mortgagor, and Midland Loan Services, Inc., as mortgagee, and to all renewals,
      modifications, replacements and extensions of the mortgages.

    


    13.02 Notwithstanding
      the subordination of this Lease to all ground leases and mortgages, this Lease
      shall not terminate or be terminable by Tenant by reason of the expiration
      or
      earlier termination or cancellation of any ground lease in accordance with
      its
      terms or by reason of the foreclosures of any mortgage, except that this lease
      may be terminated if Tenant is named as a party and served with process in
      a
      summary or other proceeding brought by the lessor under the Mesne Lease
      (hereinafter referred to as the "Mesne Lessor") for the possession of the
      premises demised by the Mesne Lease or the space occupied by Tenant, or in
      such
      proceeding brought with the written consent of the Mesne Lessor delivered to
      Tenant, and a final order or judgment is entered, and a warrant for possession
      of such space issued and executed against the defendants or respondents in
      such
      proceedings.

    


    13.03 Tenant
      agrees that if this Lease terminates, expires or is canceled for any reason
      or
      by any means whatsoever (other than by a summary or other proceeding brought
      by
      the Mesne Lessor or with the Mesne Lessor's written consent delivered to Tenant,
      in which summary or other proceeding Tenant is made a party and in which a
      final
      order or judgment is entered and warrant for possession is issued and executed
      against Tenant) and Mesne Lessor or a ground lessor so elects by written notice
      to Tenant, this lease shall automatically be reinstated for the balance of
      the
      term which would have remained but for such termination, expiration or
      cancellation, at the same rental, and upon the same agreements, covenants,
      conditions, restrictions and provisions herein contained, with the same rental,
      and upon the same agreements, covenants, conditions, restrictions and provisions
      herein contained, with the same force and effect as if no such termination,
      expiration or cancellation had taken place. Tenant covenants to execute and
      deliver any instrument required to confirm the validity of the foregoing.
      Anything herein contained to the contrary notwithstanding, this lease shall
      not
      be deemed to be automatically reinstated as aforesaid, nor shall Tenant be
      obligated to execute and deliver any instrument confirming such reinstatement,
      if Tenant has delivered to the Mesne Lessor and any ground lessor so electing
      a
      notice that in Tenant's opinion this lease has so terminated, expired or been
      canceled, and neither the Mesne Lessor nor such other ground lessor has, within
      thirty (30) days after receipt of such notice from Tenant, delivered notice
      to
      Tenant of its election automatically to reinstate this lease.


    
      
        
        

      

      
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    13.04 Tenant
      hereby consents to any and all assignment of Landlord's interest in this Lease
      to any ground lessor or mortgagee as collateral security for the payment of
      the
      ground rent or monies due under any mortgage. Tenant agrees to attorn to and
      pay
      rent to any such ground lessor or mortgagee in accordance with the provisions
      of
      any such assignment.

    


    13.05 Tenant
      agrees that no act, or failure to act, on the part of Landlord, which would
      entitle Tenant under the terms of this Lease, or by law to be relieved of
      Tenant's obligations hereunder or to terminate this lease, shall result in
      a
      release or termination of such obligations or termination of this lease unless
      (i) Tenant shall have first given written notice of Landlord's act or failure
      to
      act to the ground lessors under all then existing ground leases, to all then
      existing mortgagees who have requested such notice from Tenant, and to Midland
      Loan Services, Inc., as mortgagee, at (i) 10851 Mastin, Overland Park, Kansas
      66210, Attn.: Philip Frost, Vice President/Portfolio Management, specifying
      the
      act or failure to act on the part of Landlord which could or would give basis
      to
      Tenant's rights and (ii) the ground lessors and such mortgagees, after receipt
      of such notice, have failed or refused to correct or cure the condition
      complained of within a reasonable time thereafter but nothing herein contained
      shall be deemed to impose any obligation on any ground lessor or such mortgagee
      to correct or cure any such condition.

    


    13.06 This
      Lease may not be modified or amended so as to reduce the rent, shorten the
      term,
      or otherwise materially affect the rights of Landlord hereunder, or be canceled
      or surrendered except as provided in Section 13.05 this Article without the
      prior written consent in each instance of the ground lessors and of any
      mortgagees whose mortgages shall require such consent. Any such modification,
      agreement, cancellation or surrender made without such prior written consent
      shall be null and void.


    
      
        
        

      

      
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    13.07 From
      time
      to time, Tenant, on at least ten (10) business days' prior written request
      by
      Landlord, shall deliver to Landlord a statement in writing certifying that
      this
      Lease is unmodified and in full force and effect (or if there shall have been
      modifications, that the same is in full force and effect as modified and stating
      the modifications) and the dates to which the Rent and other charges have been
      paid and stating whether or not, to Tenant’s knowledge, Landlord is in default
      in performance of any covenant, agreement or condition contained in this Lease
      and, if so, specifying each such default. In the event that Tenant shall fail
      to
      deliver such statement to Landlord within such ten (10) business day period,
      and
      provided Landlord gives Tenant a reminder notice of such failure, and Tenant
      continues to fail to deliver such statement to Landlord within five (5) days
      after such reminder notice is deemed given, pursuant to Section 27.01 hereof,
      then such failure by Tenant shall constitute a default of its obligations under
      this Lease.

    


    


    ARTICLE
      14

     

    CONDEMNATION

    


    14.01 If
      the
      whole or any substantial part of the Premises shall be condemned by eminent
      domain or acquired by private purchase in lieu thereof, for any public or
      quasi-public purpose, this Lease shall terminate on the date of the vesting
      of
      title through such proceeding or purchase, and Tenant shall have no claim
      against Landlord for the value of any unexpired portion of the Term of this
      Lease, nor shall Tenant be entitled to any part of the condemnation award or
      private purchase price. If less than a substantial part of the Premises is
      condemned, this Lease shall not terminate, but Rent shall abate in proportion
      to
      the portion of the Premises condemned.
      Notwithstanding the foregoing, however, Tenant shall not be prohibited from
      making a claim for the value of its trade fixtures and alterations and for
      its
      relocation expenses, leasehold improvements, and non-moveable property or
      furniture provided that such claim does not in any manner prejudice Landlord’s
      claims. 

    


    


    ARTICLE
      15

     

    REQUIREMENTS
      OF LAW

    


    15.01 Unless
      such obligation is the obligation of Landlord pursuant to this Lease or of
      a
      third party, Tenant at its expense shall comply with all laws, orders and
      regulations of any governmental authority having or asserting jurisdiction
      over
      the Premises, which shall impose any violation, order or duty upon Landlord
      or
      Tenant with respect to the Premises or the use or occupancy thereof, including,
      without limitation, compliance in the Premises with all City, State and Federal
      laws, rules and regulations on the disabled or handicapped, on fire safety
      and
      on hazardous materials. The foregoing shall not require Tenant to do structural
      work to the Building.


    
      
        
        

      

      
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    15.02 Tenant
      shall require every person engaged by him to clean any window in the Premises
      from the outside, to use the equipment and safety devices required by Section
      202 of the Labor Law and the rules of any governmental authority having or
      asserting jurisdiction.

    


    15.03 Tenant
      at
      its expense shall comply with all requirements of the New York Board of Fire
      Underwriters, or any other similar body affecting the Premises, and shall not
      use the Premises in a manner which shall increase the rate of fire insurance
      of
      Landlord or of any other tenant, over that in effect prior to this Lease. If
      Tenant's use of the Premises increases the fire insurance rate, Tenant shall
      reimburse Landlord for all such increased costs. That the Premises are being
      used for the purpose set forth in Article 1 hereof shall not relieve Tenant
      from
      the foregoing duties, obligations and expenses.

    


    15.04 Unless
      such compliance is the obligation of Tenant hereunder or any other third party,
      Landlord shall, at Landlord’s expense, comply with laws, orders and regulations
      affecting the use and occupancy of the Premises or the Building to the extent
      that the failure to so comply would interfere with Tenant's permitted use and
      occupancy of the Premises except to a de minimis extent.

    


    


    ARTICLE
      16

     

    CERTIFICATE
      OF OCCUPANCY

    


    16.01 Tenant
      will at no time use or occupy the Premises in violation of the certificate
      of
      occupancy issued for the Building. The statement in this Lease of the nature
      of
      the business to be conducted by Tenant shall not be deemed to constitute a
      representation or guaranty by Landlord that such use is lawful or permissible
      in
      the Premises under the certificate of occupancy for the Building.

    


    


    ARTICLE
      17

     

    POSSESSION

    


    17.01 If
      Landlord shall be unable to give possession of the Premises on the Commencement
      Date because of the retention of possession of any occupant thereof, alteration
      or construction work, or for any other reason, Landlord shall not be subject
      to
      any liability for such failure. In such event, this Lease shall stay in full
      force and effect, without extension of its Term. However, the Rent hereunder
      shall not commence until the Premises are available for occupancy by Tenant.
      If
      delay in possession is due to work, changes or decorations being made by or
      for
      Tenant, or is otherwise caused by Tenant, there shall be no rent abatement
      and
      the Rent shall commence on the date specified in this Lease. If permission
      is
      given to Tenant to occupy the Premises or other Premises prior to the date
      specified as the commencement of the Term, such occupancy shall be deemed to
      be
      pursuant to the terms of this Lease, except that the parties shall separately
      agree as to the obligation of Tenant to pay Rent for such occupancy. The
      provisions of this Article are intended to constitute an "express provision
      to
      the contrary" within the meaning of Section 223(a), New York Real Property
      Law.


    
      
        
        

      

      
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    ARTICLE
      18

     

    QUIET
      ENJOYMENT

    


    18.01 Landlord
      covenants that if Tenant pays the Rent and performs all of Tenant's other
      obligations under this Lease, Tenant may peaceably and quietly enjoy the
      Premises, subject to the terms, covenants and conditions of this Lease and
      to
      the ground leases, underlying leases and mortgages hereinbefore
      mentioned.

    


    


    ARTICLE
      19

     

    RIGHT
      OF ENTRY

    


    19.01 Tenant
      shall permit Landlord to erect, construct and maintain pipes, conduits and
      shafts in and through the Premises. Landlord or its agents shall have the right
      to enter or pass through the Premises at all times, by master key and, in the
      event of an emergency, by reasonable force or otherwise, to examine the same,
      and to make such repairs, alterations or additions as it may deem necessary
      or
      desirable to the Premises or the Building, and to take all material into and
      upon the Premises that may be required therefor. Landlord shall use reasonable
      efforts to minimize interference with Tenant’s normal business activities within
      the premises provided, however, that Tenant acknowledges and agrees that all
      work shall be performed on normal business days during normal business hours.
      Notwithstanding the foregoing, in the event that Tenant requests that Landlord
      make such repairs, alterations or additions during times other than ordinary
      business hours, and such labor is then available, Tenant shall be responsible
      for the cost of such overtime or premium labor charges as the case may be.
      Such
      entry and work shall not constitute an eviction of Tenant in whole or in part,
      shall not be grounds for any abatement of Rent, and shall impose no liability
      on
      Landlord by reason of inconvenience or injury to Tenant's business. Landlord
      shall have the right, upon reasonable advance notice (which may be verbal)
      to
      Tenant and under such circumstances whereby Tenant shall maintain reasonably
      comparable access to and use of the Premises, without the same constituting
      an
      actual or constructive eviction, and without incurring any liability to Tenant,
      to change the arrangement and/or location of entrances or passageways, windows,
      corridors, elevators, stairs, toilets, or other public parts of the Building,
      and to change the designation of rooms and suites and the name or number by
      which the Building is known.

     


    
      
        
        

      

      
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    ARTICLE
      20

     

    INDEMNITY

    


    20.01 Tenant
      shall indemnify, defend and save Landlord harmless from and against any
      liability or expense arising from the use or occupation of the Premises by
      Tenant, or anyone on the Premises with Tenant's permission, or from any breach
      of this Lease.

    


    ARTICLE
      21

     

    LANDLORD'S
      LIABILITY, ETC.

    


    21.01 This
      Lease and the obligations of Tenant hereunder shall not in any way be affected
      because Landlord is unable to fulfill any of its obligations or to supply any
      service, by reason of strike or other cause not within Landlord's control.
      Landlord shall have the right, without incurring any liability to Tenant, to
      stop any service for a reasonable period of time because of accident or
      emergency, or for repairs, alterations or improvements, necessary or desirable
      in the judgment of Landlord, until such repairs, alterations or improvements
      shall have been completed. Landlord shall not be liable to Tenant or anyone
      else, for any loss or damage to person, property or business; nor shall Landlord
      be liable for any latent defect in the Premises or the Building. Neither
      the partners, entities or individuals comprising the Landlord, nor the agents,
      directors, or officers or employees of any of the foregoing shall be liable
      for
      the performance of the Landlord's obligations hereunder. Tenant
      agrees to look solely to Landlord's estate and interest in the land and
      Building, or the lease of the Building or of the land and Building, and the
      Premises, for the satisfaction of any right or remedy of Tenant for the
      collection of a judgement (or other judicial process) requiring the payment
      of
      money by Landlord, and in the event of any liability by Landlord, no other
      property or assets of Landlord or of any of the aforementioned parties shall
      be
      subject to levy, execution or other enforcement procedure for the satisfaction
      of Tenant's remedies under or with respect to this Lease, the relationship
      of
      Landlord and Tenant hereunder, or Tenant's use and occupancy of the Premises
      or
      any other liability of Landlord to Tenant.

    


    21.02 If
      Landlord fails to make any repair or provide any service Landlord is obligated
      to provide under this Lease and as a result thereof, Tenant shall be not able
      to
      use and shall have discontinued its occupancy of all or any affected portion
      of
      the Premises for a period of forty-eight (48) consecutive hours or more after
      notice thereof to Landlord then, except as provided in Article 10 hereof, Tenant
      shall be entitled to an abatement of the Fixed Annual Rent and Additional Rent
      allocable to such portion of the Premises which is not usable and is unoccupied
      for each day after said forty-eight (48) consecutive hour period until said
      repair is completed or services restored by Landlord (except if such repair
      or
      service restoration cannot be completed in such time or if Landlord shall not
      promptly proceed to commence said repair or service restoration within said
      forty-eight (48) consecutive hour period) provided further, however, Tenant
      shall not be entitled to an abatement of rent in the event that such failure
      results from (i) any installation, alteration or improvement which is not
      performed by Tenant in a good workmanlike manner; (ii) Tenant's failure to
      perform its obligations hereunder; (iii) reasons beyond Landlord’s reasonable
      control; or (iv) the negligence or tortious conduct of Tenant. 


    
      
        
        

      

      
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    ARTICLE
      22

     

    CONDITION
      OF PREMISES

    


    22.01 The
      parties acknowledge that Tenant has inspected the Premises and the Building
      and
      is fully familiar with the physical condition thereof and Tenant agrees to
      accept the Premises at the commencement of the Term in its then “as is”
condition. Tenant acknowledges and agrees that Landlord shall have no obligation
      to do any work in or to the Premises in order to make it suitable and ready
      for
      occupancy and use by Tenant. 

    


    ARTICLE
      23

    CLEANING

    


    23.01 Landlord
      shall cause the Premises to be kept clean in accordance with Landlord's
      customary standards for the Building and
      pursuant to the cleaning specifications annexed hereto and made a part
      hereof,
      provided
      they are kept in reasonable order by Tenant. Landlord, its cleaning contractor
      and their employees shall have after-hours access to the Premises and the use
      of
      Tenant's light, power and water in the Premises as may be reasonably required
      for the purpose of cleaning the Premises. Landlord may remove Tenant's
      extraordinary refuse from the Building and Tenant shall pay the commercially
      reasonable cost thereof.


    
      
        
        

      

      
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    23.02 Tenant
      acknowledges that Landlord has designated a cleaning contractor for the
      Building. Tenant agrees to employ said cleaning contractor or such other
      contractor as Landlord shall from time to time designate (the “Building
      Cleaning Contractor”)
      to
      perform all cleaning services required under the Lease to be performed by Tenant
      within the Premises and for any other waxing, polishing, and other cleaning
      and
      maintenance work of the Premises and Tenant's furniture, fixtures and equipment
      (collectively, “Tenant
      Cleaning Services”)
      provided that the prices charged by said contractor are comparable to the prices
      customarily charged by other reputable cleaning contractors employing union
      labor in midtown Manhattan for the same level and quality of service. Tenant
      acknowledges that it has been advised that the cleaning contractor for the
      Building may be a division or affiliate of Landlord. Tenant agrees that it
      shall
      not employ any other cleaning and maintenance contractor, nor any individual,
      firm or organization for such purpose, without Landlord's prior written consent
      which shall not be unreasonably withheld (notwithstanding the foregoing,
      however, Landlord’s prior negative experience with, concerns regarding the
      financial stability of, and any criminal proceedings pending against, any such
      contractor or mechanic shall be deemed to be a reasonable basis upon which
      for
      Landlord to refuse to grant its approval). In the event that Landlord and Tenant
      cannot agree on whether the prices then being charged by the Building Cleaning
      Contractor for such cleaning services are comparable to those charged by other
      reputable contractors as herein provided, then Landlord and Tenant shall each
      obtain two (2) bona fide bids for such services from reputable cleaning
      contractors performing such services in comparable buildings in
      midtown Manhattan
      employing union labor, and the average of the four bids thus obtained shall
      be
      the standard of comparison. In the event that the Building Cleaning Contractor
      does not agree to perform such cleaning services for Tenant at such average
      price, Landlord shall not unreasonably withhold its consent to the performance
      of Tenant Cleaning Services by a reputable cleaning contractor designated by
      Tenant employing union labor with the proper jurisdictional qualifications;
      provided, however, that, without limitation, Landlord's experience with such
      contractor or any criminal proceedings pending or previously filed against
      such
      contractor may form a basis upon which Landlord may withhold or withdraw its
      consent.

    


    


    ARTICLE
      24

     

    JURY
      WAIVER

    


    24.01 Landlord
      and Tenant hereby waive trial by jury in any action, proceeding or counterclaim
      involving any matter whatsoever arising out of or in any way connected with
      this
      Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of
      the
      Premises or involving the right to any statutory relief or remedy. Tenant will
      not interpose any counterclaim of any nature in any summary
      proceeding.

    


    


    ARTICLE
      25

     

    NO
      WAIVER, ETC.


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    


    


    25.01 No
      act or
      omission of Landlord or its agents shall constitute an actual or constructive
      eviction, unless Landlord shall have first received written notice of Tenant's
      claim and shall have had a reasonable opportunity to meet such claim. In the
      event that any payment herein provided for by Tenant to Landlord shall become
      overdue for a period in excess of ten (10) days, then at Landlord's option
      a
      "late charge" shall become due and payable to Landlord, as Additional Rent,
      from
      the date it was due until payment is made, at the following rates: for
      individual and partnership lessees, said late charge shall be computed at the
      maximum legal rate of interest; for corporate or governmental entity lessees
      the
      late charge shall be computed at two percent per month unless there is an
      applicable maximum legal rate of interest which then shall be used. No act
      or
      omission of Landlord or its agents shall constitute an acceptance of a surrender
      of the Premises, except a writing signed by Landlord. The delivery or acceptance
      of keys to Landlord or its agents shall not constitute a termination of this
      Lease or a surrender of the Premises. Acceptance by Landlord of less than the
      Rent herein provided shall at Landlord's option be deemed on account of earliest
      Rent remaining unpaid. No endorsement on any check, or letter accompanying
      Rent,
      shall be deemed an accord and satisfaction, and such check may be cashed without
      prejudice to Landlord. No waiver of any provision of this Lease shall be
      effective, unless such waiver be in writing signed by the party to be charged.
      In no event shall Tenant be entitled to make, nor shall Tenant make any claim,
      and Tenant hereby waives any claim for money damages (nor shall Tenant claim
      any
      money damages by way of set-off, counterclaim or defense) based upon any claim
      or assertion by Tenant that Landlord had unreasonably withheld, delayed or
      conditioned its consent or approval to any request by Tenant made under a
      provision of this Lease. Tenant's sole remedy shall be an action or proceeding
      to enforce any such provision, or for specific performance or declaratory
      judgment. Tenant shall comply with the rules and regulations contained in this
      Lease, and any reasonable modifications thereof or additions thereto provided
      to
      Tenant in writing before any effective date. Landlord shall not be liable to
      Tenant for the violation of such rules and regulations by any other tenant.
      Landlord
      agrees to enforce the rules and regulations in a uniform and non-discriminatory
      manner. Failure
      of
      Landlord to enforce any provision of this Lease, or any rule or regulation,
      shall not be construed as the waiver of any subsequent violation of a provision
      of this Lease, or any rule or regulation. This Lease shall not be affected
      by
      nor shall Landlord in any way be liable for the closing, darkening or bricking
      up of windows in the Premises, for any reason, including as the result of
      construction on any property of which the Premises are not a part or by
      Landlord's own acts.

    


    


    ARTICLE
      26

     

    OCCUPANCY
      AND USE BY TENANT

    


    26.01 If
      this
      Lease is terminated because of Tenant’s default hereunder, then, in addition to
      Landlord's rights of re-entry, restoration, preparation for and rerental, and
      anything elsewhere in this Lease to the contrary notwithstanding, all Rent
      and
      Additional Rent reserved in this Lease from the date of such breach to the
      expiration date of this Lease shall become immediately due and payable to
      Landlord and Landlord shall retain its right to judgment on and collection
      of
      Tenant's aforesaid obligation to make a single payment to Landlord of a sum
      equal to the total of all Rent and Additional Rent reserved for the remainder
      of
      the original Term of this Lease, subject to future credit or repayment to Tenant
      in the event of any rerenting of the Premises by Landlord, after first deducting
      from rerental income all commercially reasonable expenses incurred by Landlord
      in reducing to judgment or otherwise collecting Tenant's aforesaid obligation,
      and in obtaining possession of, restoring, preparing for and re-letting the
      Premises. In no event shall Tenant be entitled to a credit or repayment for
      rerental income which exceeds the sums payable by Tenant hereunder or which
      covers a period after the original Term of this Lease.


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    


    


    ARTICLE
      27

     

    NOTICES

    


    27.01 Any
      bill,
      notice or demand from Landlord to Tenant, may be delivered personally at the
      Premises or sent by registered or certified mail or by any nationally recognized
      overnight delivery service and addressed to Tenant at the Premises or at the
      address first set forth herein. Such bill, notice or demand shall be deemed
      to
      have been given at the time of delivery, mailing or receipt by such delivery
      service. Any notice, request or demand from Tenant to Landlord must be sent
      by
      registered or certified mail to the last address designated in writing by
      Landlord. 

    


    


    ARTICLE
      28

     

    WATER

    


    28.01 Tenant
      shall pay the amount of Landlord's cost for all excessive water used by Tenant
      for any purpose other than ordinary lavatory, cleaning and pantry uses, and
      any
      sewer rent or tax based thereon. In the event that Landlord has reason to
      believe (using reasonable judgment) that Tenant’s water usage has become
      excessive, Landlord may install a water meter to measure Tenant's water
      consumption for all purposes and Tenant agrees to pay for the installation
      and
      maintenance thereof and for water consumed as shown on said meter at Landlord’s
      cost therefor. If water is made available to Tenant in the Building or the
      Premises through a meter which also supplies other Premises, or without a meter,
      then Tenant shall pay to Landlord a reasonable charge per month for water.
      If
      necessary in order to comply with any law or regulation, Landlord reserves
      the
      right to discontinue water service to the Premises if either the quantity or
      character of such service is changed or is no longer available or suitable
      for
      Tenant’s requirements or for any other reason without releasing Tenant from any
      liability under this Lease and without Landlord or Landlord’s agent incurring
      any liability for any damage or loss sustained by Tenant by such discontinuance
      of service. 


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    


    


    ARTICLE
      29

     

    SPRINKLER
      SYSTEM

    


    29.01 In
      the
      event that a sprinkler system shall be installed within the Premises during
      the
      term of this Lease and in the event that said sprinkler system serving the
      Premises is damaged by any act or omission of Tenant or its agents, employees,
      licensees or visitors, Tenant shall restore the system to good working condition
      at its own expense. If the New York Board of Fire Underwriters, the New York
      Fire Insurance Exchange, the Insurance Services Office, or any governmental
      authority requires the installation of, or any alteration to a sprinkler system
      by reason of Tenant's particular manner of occupancy or use of the Premises,
      including any alteration necessary to obtain the full allowance for a sprinkler
      system in the fire insurance rate of Landlord, or for any other reason, Tenant
      shall make such installation or alteration promptly, and at its own
      expense.

    


    


    ARTICLE
      30

     

    HEAT,
      ELEVATOR, ETC.

    


    30.01 Landlord
      shall provide elevator service during all usual business hours, except on
      Sundays, State holidays, Federal holidays, or Building Service Employees Union
      Contract holidays. Landlord shall furnish heat to the Premises during the same
      hours on the same days in the cold season in each year. If the elevators in
      the
      Building are manually operated, Landlord may convert to automatic elevators
      at
      any time, without in any way affecting Tenant's obligations
      hereunder.

    


    


    ARTICLE
      31

     

    SECURITY
      DEPOSIT

    


    31.01 Tenant
      shall deposit with Landlord the sum of $428,390.55
      to be
      held by Landlord as security (the “Security”)
      for
      the performance by Tenant of the terms of this Lease. Landlord may use any
      part
      of the Security to satisfy any default of Tenant and any expenses arising from
      such default, including but not limited to reasonable legal fees and any damages
      or rent deficiency before or after re-entry by Landlord. Tenant shall, upon
      demand, deposit with Landlord the full amount so used, and/or any amount not
      so
      deposited by Tenant, in order that Landlord shall have the full Security on
      hand
      at all times during the term of this Lease. If Tenant shall comply fully with
      the terms of this Lease, the Security shall be returned to Tenant after the
      date
      fixed as the end of the Lease. In the event of a sale or lease of the Building
      containing the Premises, Landlord may transfer the Security to the purchaser
      or
      tenant, and Landlord shall thereupon be released from all liability for the
      return of the Security. This provision shall apply to every transfer or
      assignment of the Security to a new Landlord. Tenant shall have no legal power
      to assign or encumber the Security herein described.  


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    


    31.02 
      In the
      event that at any time during the Term (i) Tenant shall have a net worth, as
      determined in accordance with generally accepted accounting principles taking
      into account contingent and all unmatured liabilities (“GAAP”)
      equal
      to or in excess of $30,000,000, and (ii) Tenant shall have a debt to equity
      ratio of 1 to 2, and (iii) Tenant shall have posted at least $10,000,000.00
      in
      profit during the prior twelve (12) month period, then upon at least thirty
      (30)
      days prior written notice to Landlord accompanied by reasonable, detailed
      documentary evidence, consistent with GAAP, which establishes the foregoing
      to
      the reasonable satisfaction of Landlord’s chief financial officer or certified
      public accountant, Tenant may reduce the amount of the Security by the sum
      of
      $107,097.66 (the “Security
      Reduction”),
      provided Tenant has deposited with Landlord the full Security required by
      Section 31.01, above; the Security Reduction shall be promptly returned to
      Tenant by Landlord, so that the amount of the Security held by Landlord
      thereafter shall be $321,292.89, provided further and on condition that Tenant
      shall not be, or have been in, default in any of its obligations under this
      Lease after notice at any time during the Term through the effective date of
      such notice (in which event Tenant’s rights under this Article shall be
      suspended until the earlier of (a) Tenant’s timely and full cure of the default
      alleged in any such notice, at which time Tenant’s rights hereunder shall be
      reinstated, and (b) the expiration of Tenant’s time in which to cure any such
      default, at which time Tenant’s rights hereunder shall be extinguished). In the
      event that Landlord shall dispute the debt equity ratio alleged by Tenant in
      Tenant’s aforementioned notice, then the Security shall not be subject to
      reduction under this Section, if any, until such time as such dispute is
      resolved by arbitration pursuant to the provisions of Section 31.05 of this
      Article.

    


    31.03 Tenant
      agrees that Landlord shall have the right on one (1) occasion during each
      calendar year throughout the Term and any renewals and extensions thereof,
      to
      require by notice to Tenant that Tenant furnish Landlord with financial
      statements certified by a certified public accountant and demonstrating with
      reasonable detail, in accordance with GAAP, the net worth of Tenant, the debt
      to
      equity ratio of Tenant and the profits of Tenant. Upon such notice from
      Landlord, Tenant shall furnish Landlord with such financial statements within
      twenty (20) days thereafter. 

    


    31.04 Notwithstanding
      any reductions in the Security which may be effected pursuant to the provisions
      of Sections 31.02, above, at any time during the Term, in the event that there
      has been a prior reduction of the Security pursuant to Section 31.02, above,
      and
      at any time thereafter Tenant’s net worth shall be less than $30,000,000 or
      Tenant’s debt to equity ratio shall be inferior to 1 to 2 or Tenant’s posted
      profits shall be less than $10,000,000.00 during the prior twelve (12) month
      period, then upon ten (10) days notice from Landlord, Tenant shall replenish
      the
      Security by the amount of the Security Reduction enjoyed by Tenant pursuant
      to
      said Section 31.02, above. Tenant acknowledges that its covenant to furnish
      financial statements upon request by Landlord pursuant to Section 31.03, above,
      and its covenant to maintain the required levels of Security, as contemplated
      in
      this Section, are material inducements to Landlord to agree to the reductions
      in
      Security contemplated in this Article, and Tenant’s failure to timely produce
      such financial statements or maintain such levels of Security shall constitute
      a
      material default under this Lease.


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    


     

    31.05
      If
      within thirty (30) days after Landlord’s dispute of any entitlement of Tenant to
      any of the reductions of Security contemplated in this Article, Landlord and
      Tenant are unable to resolve such dispute, then either party may within ten
      (10)
      days thereafter refer the dispute to an independent, third party certified
      public accounting firm selected by Landlord and reasonably acceptable to Tenant.
      In connection therewith, Landlord, Tenant and such firm shall enter into a
      confidentiality agreement, in form and substance reasonably satisfactory to
      the
      parties, whereby such parties shall agree not to disclose to any third party
      any
      of the information in connection with the prosecution, review and determination
      of such dispute or of any resulting reconciliation, compromise or resolution.
      Such firm may request such supporting documentation as it reasonably deems
      appropriate in order to promptly determine the dispute. The determination of
      such firm shall be rendered within thirty (30) days after the referral of the
      dispute, and shall be conclusive and binding upon Landlord and Tenant and shall
      be set forth in a written determination along with the rationale for the
      determination; however such firm shall
      not
      have the power to add to, modify or delete any of the provisions of this Lease
      or to award any relief whatsoever to either party, the sole function of said
      firm being to determine the accuracy of any and all documentation submitted
      by
      Tenant hereunder. Landlord
      and Tenant shall each be responsible for any respective fees and expenses
      (including, without limitation, attorneys’ fees) incurred in connection with
      said dispute.

    


    


    ARTICLE
      32

     

    TAX
      ESCALATION

    


    32.01 Tenant
      shall pay to Landlord, as Additional Rent, tax escalation in accordance with
      this Article:

    


    (a) For
      purposes of this Lease, Landlord and Tenant acknowledge and agree that the
      rentable square foot area of the Premises shall be deemed to be 8,897 square
      feet.

    


    (b) For
      the
      purpose of this Article, the following definitions shall apply:


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    


    


    (i)
      The
      term "Tenant’s
      Share",
      for
      purposes of computing tax escalation, shall mean eight hundred thousandths
      percent (0.800%). Tenant’s Share has been computed on the basis of a fraction,
      the numerator of which is the rentable square foot area of the Premises and
      the
      denominator of which is the total rentable square foot area of the office and
      commercial space in the Building Project. The parties acknowledge and agree
      that
      the total rentable square foot area of the office and commercial space in the
      Building Project shall be deemed to be 1,112,424 sq. ft.

    


    (ii)
      The
      term the “Building
      Project"
      shall
      mean the aggregate combined parcel of land on a portion of which are the
      improvements of which the Premises form a part, with all the improvements
      thereon, said improvements being a part of the block and lot for tax purposes
      which are applicable to the aforesaid land.

    


    (iii)
      The
“Base
      Tax Year”
shall
      mean the New York City fiscal tax year commencing on July 1, 2005 through June
      30, 2006.

    


    (iv)
      The
      term “Comparative
      Year”
shall
      mean the twelve (12) month period following the Base Tax Year, and each
      subsequent period of twelve (12) months thereafter.

    


    (v)
      The
      term "Real
      Estate Taxes"
      shall
      mean the total of all taxes and special or other assessments levied, assessed
      or
      imposed at any time by any governmental authority upon or against the Building
      Project including, without limitation, any tax or assessment levied, assessed
      or
      imposed at any time by any governmental authority in connection with the receipt
      of income or rents from said Building Project to the extent that same shall
      be
      in lieu of all or a portion of any of the aforesaid taxes or assessments, or
      additions or increases thereof, upon or against said Building Project. If,
      due
      to a future change in the method of taxation or in the taxing authority, or
      for
      any other reason, a franchise, income, transit, profit or other tax or
      governmental imposition, however designated, shall be levied against Landlord
      in
      substitution in whole or in part for the Real Estate Taxes, or in lieu of
      additions to or increases of said Real Estate Taxes, then such franchise,
      income, transit, profit or other tax or governmental imposition shall be deemed
      to be included within the definition of "Real Estate Taxes" for the purposes
      hereof. 

    


    (vi)
      Where more than one assessment is imposed by the City of New York for any tax
      year, whether denominated an "actual assessment" or a "transitional assessment"
      or otherwise, then the phrases herein "assessed value" and "assessments" shall
      mean whichever of the actual, transitional or other assessment is designated
      by
      the City of New York as the taxable assessment for that tax year.

    


    32.02 In
      the
      event that the Real Estate Taxes payable for any Comparative Year shall exceed
      the amount of the Real Estate Taxes payable during the Base Tax Year, Tenant
      shall pay to Landlord, as Additional Rent for such Comparative Year, an amount
      equal to Tenant’s Share of the excess. Before or after the start of each
      Comparative Year, Landlord shall furnish to Tenant a statement of the Real
      Estate Taxes payable during the Comparative Year. If the Real Estate Taxes
      payable for such Comparative Year exceed the Real Estate Taxes payable during
      the Base Tax Year, Additional Rent for such Comparative Year, in an amount
      equal
      to Tenant’s Share of the excess, shall be due from Tenant to Landlord, and such
      Additional Rent shall be payable by Tenant to Landlord within thirty (30) days
      after receipt of the aforesaid statement. The benefit of any discount for any
      early payment or prepayment of Real Estate Taxes shall accrue solely to the
      benefit of Landlord, and such discount shall not be subtracted from the Real
      Estate Taxes payable for any Comparative Year. In addition to the foregoing,
      Tenant shall pay to Landlord, within thirty (30) days after receipt of written
      demand, as Additional Rent, a sum equal to Tenant's Share of any business
      improvement district assessment payable by the Building Project.



    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    


    


    32.03 Should
      the Real Estate Taxes payable during the Base Tax Year be reduced by final
      determination of legal proceedings, settlement or otherwise, then, the Real
      Estate Taxes payable during the Base Tax Year shall be correspondingly revised,
      the Additional Rent theretofore paid or payable hereunder for all Comparative
      Years shall be recomputed on the basis of such reduction, and Tenant shall
      pay
      to Landlord as Additional Rent, within thirty (30) days after being billed
      therefor, any deficiency between the amount of such Additional Rent as
      theretofore computed and the amount thereof due as the result of such
      recomputations. 

     

    32.04 If,
      after
      Tenant shall have made a payment of Additional Rent under Section 32.02,
      Landlord shall receive a refund of any portion of the Real Estate Taxes payable
      for any Comparative Year after the Base Tax Year on which such payment of
      Additional Rent shall have been based, as a result of a reduction of such Real
      Estate Taxes by final determination of legal proceedings, settlement or
      otherwise, Landlord shall within ten (10) days after receiving the refund pay
      to
      Tenant Tenant’s Share of the refund less Tenant’s Share of expenses (including
      attorneys' and appraisers' fees) incurred by Landlord in connection with any
      such application or proceeding. In addition to the foregoing, Tenant shall
      pay
      to Landlord, as Additional Rent, within ten (10) days after Landlord shall
      have
      delivered to Tenant a statement therefor, Tenant’s Share of all expenses
      incurred by Landlord in reviewing or contesting the validity or amount of any
      Real Estate Taxes or for the purpose of obtaining reductions in the assessed
      valuation of the Building Project prior to the billing of Real Estate Taxes,
      including without limitation, the fees and disbursements of attorneys, third
      party consultants, experts and others.

    


    32.05 The
      statements of the Real Estate Taxes to be furnished by Landlord as provided
      above shall be certified by Landlord and shall constitute a final determination
      as between Landlord and Tenant of the Real Estate Taxes for the periods
      represented thereby, unless Tenant within sixty (60) days after they are
      furnished shall give a written notice to Landlord that it disputes their
      accuracy or their appropriateness, which notice shall specify the particular
      respects in which the statement is inaccurate or inappropriate. If Tenant shall
      so dispute said statement then, pending the resolution of such dispute, Tenant
      shall pay the Additional Rent to Landlord in accordance with the statement
      furnished by Landlord.


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    


    32.06 In
      no
      event shall the Fixed Annual Rent under this Lease be reduced by virtue of
      this
      Article.

    


    32.07 If
      the
      Commencement Date of the Term of this Lease is not the first day of the first
      Comparative Year, then the Additional Rent due hereunder for such first
      Comparative Year shall be a proportionate share of said Additional Rent for
      the
      entire Comparative Year, said proportionate share to be based upon the length
      of
      time that the lease Term will be in existence during such first Comparative
      Year. Upon the date of any expiration or termination of this Lease (except
      termination because of Tenant's default) whether the same be the date
      hereinabove set forth for the expiration of the Term or any prior or subsequent
      date, a proportionate share of said Additional Rent for the Comparative Year
      during which such expiration or termination occurs shall immediately become
      due
      and payable by Tenant to Landlord, if it was not theretofore already billed
      and
      paid. The said proportionate share shall be based upon the length of time that
      this Lease shall have been in existence during such Comparative Year. Landlord
      shall promptly cause statements of said Additional Rent for that Comparative
      Year to be prepared and furnished to Tenant. Landlord and Tenant shall thereupon
      make appropriate adjustments of amounts then owing.

    


    32.08 Landlord's
      and Tenant's obligations to make the adjustments referred to in Section 32.07
      above shall survive any expiration or termination of this Lease. Any delay
      or
      failure of Landlord in billing any tax escalation hereinabove provided shall
      not
      constitute a waiver of or in any way impair the continuing obligation of Tenant
      to pay such tax escalation hereunder.

    


    


    ARTICLE
      33

     

    RENT
      CONTROL

    


    33.01 In
      the
      event the Fixed Annual Rent or Additional Rent or any part thereof provided
      to
      be paid by Tenant under the provisions of this Lease during the Term shall
      become uncollectible or shall be reduced or required to be reduced or refunded
      by virtue of any Federal, State, County or City law, order or regulation, or
      by
      any direction of a public officer or body pursuant to law, or the orders, rules,
      code or regulations of any organization or entity formed pursuant to law,
      whether such organization or entity be public or private, then Landlord, at
      its
      option, may at any time thereafter terminate this Lease, by not less than thirty
      (30) days' written notice to Tenant, on a date set forth in said notice, in
      which event this Lease and the term hereof shall terminate and come to an end
      on
      the date fixed in said notice as if the said date were the date originally
      fixed
      herein for the termination of the demised term. Landlord shall not have the
      right to so terminate this Lease if Tenant within such period of thirty (30)
      days shall in writing lawfully agree that the rentals herein reserved are a
      reasonable rental and agree to continue to pay said rentals, and if such
      agreement by Tenant shall then be legally enforceable by Landlord.

    



    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      34

     

    SUPPLIES

    


    34.01 Only
      Landlord or any one or more persons, firms, or corporations authorized in
      writing by Landlord (provided
      that the cost, scope and quality of services offered by such persons, firms
      or
      corporations are commercially competitive) shall
      be
      permitted to furnish laundry, linens, towels, drinking water, water coolers,
      ice
      and other similar supplies and services to tenants and licensees in the
      Building. Landlord may fix, in its reasonable discretion, from time to time,
      the
      hours during which and the regulations under which such supplies and services
      are to be furnished. Landlord expressly reserves the right to act as or to
      designate, from time to time, an exclusive supplier of all or any one or more
      of
      the said supplies and services provided
      that the cost, scope and quality of services offered by such supplier are
      commercially competitive;
      and
      Landlord furthermore expressly reserves the right to exclude from the Building
      any person, firm or corporation attempting to furnish any of said supplies
      or
      services but not so designated by Landlord.

    


    34.02 Only
      Landlord or any one or more persons, firms or corporations authorized in writing
      by Landlord shall be permitted to sell, deliver or furnish any food or beverages
      whatsoever for consumption within the Premises or elsewhere in the Building,
      provided
      that the cost, scope and quality of food or beverages offered by such persons,
      firms or corporations are commercially competitive.
      Landlord expressly reserves the right to act as or to designate from time to
      time an exclusive supplier or suppliers of such food and beverages, provided
      that the cost, scope and quality of food or beverages offered are commercially
      competitive.
      Landlord further expressly reserves the right to exclude from the Building
      any
      person, firm or corporation attempting to deliver or purvey any such food or
      beverages, but not so designated by Landlord. It is understood, however, that
      Tenant or its regular office employees may personally bring food or beverages
      into the Building for consumption within the Premises by the said employees,
      but
      not for resale or for consumption by any other tenant. 

    


    


    ARTICLE
      35

     

    AIR
      CONDITIONING


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    


    35.01 Tenant
      shall be permitted to use the equipment presently supplying air-conditioning
      service to the Premises (the “Existing
      HVAC Equipment”)
      Monday
      to Friday from 8:00 a.m. to 6:00 p.m. and on Saturdays from 9:00 a.m. to 1:00
      pm, during the Building’s “Cooling
      Season”
(which
      is currently May 15 through October 15) subject to and in accordance with the
      provisions of this Article. Landlord shall perform such work as is necessary,
      if
      any, in order to place the Existing HVAC Equipment in good working order
      (“Landlord’s
      Initial HVAC Work”)
      subject, however, to Tenant’s obligation to thereafter maintain and repair the
      Existing HVAC Equipment in accordance with the provisions of this Article.
      Landlord shall perform Landlord’s Initial HVAC Work as promptly as is reasonably
      practical following the commencement of the Term hereof. Tenant acknowledges
      and
      agrees that air-conditioning service to the Premises shall be supplied through
      equipment operated, maintained and repaired by Tenant and that Landlord has
      no
      obligation to operate, maintain or to repair the said equipment or to supply
      air-conditioning service to the Premises. The Existing HVAC Equipment and all
      other air conditioning systems, equipment and facilities hereafter located
      in or
      servicing the Premises (the “Supplemental
      Systems”)
      including, without limitation, the ducts, dampers, registers, grilles and
      appurtenances utilized in connection with both the Existing HVAC Equipment
      and
      the Supplemental Systems (collectively hereinafter referred to as the
“HVAC
      System”),
      shall
      be maintained, repaired and operated by Tenant in compliance with all present
      and future laws and regulations relating thereto at Tenant’s sole cost and
      expense. Tenant shall pay for all electricity consumed in the operation of
      the
      HVAC System, and Tenant's proportionate share of the electric current (and/or
      water, gas and steam) for the production of chilled and/or condenser water
      and
      its supply to the Premises, if applicable, which shall become the obligation
      of
      Tenant subject to the terms of Article 41 of this Lease. Tenant shall pay for
      all parts and supplies necessary for the proper operation of the HVAC System
      (and any restoration or replacement by Tenant of all or any part thereof shall
      be in quality and class at least equal to the original work or installations);
      provided, however, that Tenant shall not alter, modify, remove or replace the
      HVAC System, or any part thereof, without Landlord’s prior written
      consent.

    


    35.02 Without
      limiting the generality of the foregoing, Tenant shall, at its own cost and
      expense, (a) cause to be performed all maintenance of the HVAC System, including
      all repairs and replacements thereto, and (b) commencing as of the date upon
      which Tenant shall first occupy the Premises for the conduct of its business,
      and thereafter throughout the Term of the Lease, maintain in force and provide
      a
      copy of same to Landlord an air conditioning service repair and full service
      maintenance contract covering the HVAC System in form satisfactory to Landlord
      with an air conditioning contractor or servicing organization approved by
      Landlord. All such contracts shall provide for the thorough overhauling of
      the
      HVAC System at least once each year during the Term of this Lease and shall
      expressly state that (i) it shall be an automatically renewing contract
      terminable upon not less than thirty (30) days prior written notice to the
      Landlord (sent by certified mail, return receipt requested) and (ii) the
      contractor providing such service shall maintain a log at the Premises detailing
      the service provided during each visit pursuant to such contract. Tenant shall
      keep such log at the Premises and permit Landlord to review same promptly after
      Landlord's request. The HVAC System is and shall at all times remain the
      property of Landlord, and at the expiration or sooner termination of the Lease,
      Tenant shall surrender to Landlord the HVAC System in good working order and
      condition, subject to normal wear and tear and shall deliver to Landlord a
      copy
      of the service log. In the event that Tenant fails to obtain the contract
      required herein or perform any of the maintenance or repairs required hereunder,
      Landlord shall have the right, but not the obligation, to procure such contract
      and/or perform any such work and charge the Tenant as Additional Rent hereunder
      the cost of same plus an administrative fee equal to fifteen percent (15%)
      of
      such cost which shall be paid for by Tenant on demand.


    
      
        
        

      

      
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    35.03
      Tenant acknowledges and agrees that any after-hours heat or air conditioning
      service requested by Tenant shall be furnished for a minimum of three (3) hours
      per request on weekends and holidays, and a minimum of one (1) hour per request
      on weekdays. The price charged for after hours heating service as of the date
      hereof shall be $75.00 per hour for the entire Premises, plus sales tax, if
      applicable, subject to future increases. 

     

    ARTICLE
      36

    SHORING

    


    36.01 Tenant
      shall permit any person authorized to make an excavation on land adjacent to
      the
      Building containing the Premises to do any work within the Premises necessary
      to
      preserve the wall of the Building from injury or damage, and Tenant shall have
      no claim against Landlord for damages or abatement of rent by reason
      thereof.

    


    


    ARTICLE
      37

    EFFECT
      OF CONVEYANCE, ETC.

    


    37.01 If
      the
      Building containing the Premises shall be sold, transferred or leased, or the
      lease thereof transferred or sold, Landlord shall be relieved of all future
      obligations and liabilities hereunder and the purchaser, transferee or tenant
      of
      the Building shall be deemed to have assumed and agreed to perform all such
      obligations and liabilities of Landlord hereunder. In the event of such sale,
      transfer or lease, Landlord shall also be relieved of all existing obligations
      and liabilities hereunder, provided that the purchaser, transferee or tenant
      of
      the Building assumes in writing such obligations and liabilities.

    



    
      
        
        

      

      
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    ARTICLE
      38

    RIGHTS
      OF SUCCESSORS AND ASSIGNS

    


    38.01 This
      Lease shall bind and inure to the benefit of the heirs, executors,
      administrators, successors, and, except as otherwise provided herein, the
      assigns of the parties hereto. If any provision of any Article of this Lease
      or
      the application thereof to any person or circumstances shall, to any extent,
      be
      invalid or unenforceable, the remainder of that Article, or the application
      of
      such provision to persons or circumstances other than those as to which it
      is
      held invalid or unenforceable, shall not be affected thereby, and each provision
      of said Article and of this Lease shall be valid and be enforced to the fullest
      extent permitted by law.

    


    


    ARTICLE
      39

     

    CAPTIONS

    


    39.01 The
      captions herein are inserted only for convenience, and are in no way to be
      construed as a part of this Lease or as a limitation of the scope of any
      provision of this Lease.

    


    


    ARTICLE
      40

     

    BROKERS

    


    40.01 Tenant
      covenants, represents and warrants that Tenant has had no dealings or
      negotiations with any broker or agent in connection with the consummation of
      this Lease other than SL Green Leasing LLC and Cushman & Wakefeld, Inc. (the
      "Brokers")
      and
      Tenant covenants and agrees to defend, hold harmless and indemnify Landlord
      from
      and against any and all cost, expense (including reasonable attorneys' fees)
      or
      liability for any compensation, commissions or charges claimed by any broker
      or
      agent with whom Tenant has dealt, with respect to this Lease or the negotiation
      thereof.

    


    40.02
      Landlord covenants, represents and warrants that Landlord has had no dealings
      or
      negotiations with any broker or agent in connection with the consummation of
      this Lease other than the Brokers and Landlord covenants and agrees to defend,
      hold harmless and indemnify Tenant from and against any and all cost, expense
      (including reasonable attorneys' fees) or liability for any compensation,
      commissions or charges claimed by any broker or agent, other than Brokers,
      claiming to have dealt with Landlord with respect to this Lease or the
      negotiation thereof. Landlord agrees that it shall be responsible for and shall
      pay to the Brokers, pursuant to a separate agreement, the commissions payable
      as
      a result of this Lease. 


    
      
        
        

      

      
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    ARTICLE
      41

     

    ELECTRICITY

    


    41.01 Tenant
      acknowledges and agrees that electric service shall be supplied to the Premises
      on a “rent inclusion basis” in accordance with the provisions of this Article 41
      (subject to Landlord’s right, in its sole discretion, to furnish such
      electricity on a “submetering” basis as provided for herein). 

    


    41.02 Electricity
      and electric service, as used herein, shall mean any element affecting the
      generation, transmission, and/or distribution or redistribution of electricity,
      including but not limited to services which facilitate the distribution of
      service.

    


    41.03 If
      and so
      long as Landlord provides electricity to the Premises on a rent inclusion basis,
      Tenant agrees that the Fixed Annual Rent shall be increased by the amount of
      the
      Electricity Rent Inclusion Factor (“ERIF”),
      as
      hereinafter defined. Tenant acknowledges and agrees (i) that the Fixed Annual
      Rent hereinabove set forth in this Lease does not yet, but is to include an
      ERIF
      of $3.00 per rentable square foot to compensate Landlord for electrical wiring
      and other installations necessary for, and for its obtaining and making
      available to Tenant the redistribution of electric current as an additional
      service, and Tenant shall pay for Tenant’s Share of Building electric current
      (i.e., all electricity used in lighting the public and service areas, and in
      operating all the service facilities, of the Building and the parties
      acknowledge and agree that twenty percent (20%) of the Building's payment to
      the
      public utility or other service providers for the purchase of electricity shall
      be deemed to be payment for Building electric current) which shall be paid
      for
      by Tenant in accordance with provisions hereof; and (ii) that said ERIF, which
      shall be subject to periodic adjustments as hereinafter provided, has been
      partially based upon an estimate of the Tenant’s connected electrical load, in
      whatever manner delivered to Tenant, which shall be deemed to be the demand
      (KW), and hours of use thereof, which shall be deemed to be the energy (KWH),
      for ordinary lighting and light office equipment and the operation of the usual
      small business machines, including Xerox or other copying machines (such
      lighting and equipment are hereinafter called “Ordinary
      Equipment”)
      during
      ordinary business hours (“Ordinary
      Business Hours”
shall
      be deemed to mean 50 hours per week), with Landlord providing an average
      connected load of 4 1⁄2 watts of electricity for all purposes per rentable square
      foot. Any installation and use of equipment other than Ordinary Equipment and/or
      any connected load and/or energy usage by Tenant in excess of the foregoing
      and
      the charge for Tenant’s Share of Building electric current shall result in
      adjustment of the ERIF as hereinafter provided. For purposes of this Article,
      the rentable square foot area of the Premises shall be deemed to be 8,897 square
      feet.


    
      
        
        

      

      
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    41.04 If
      the
      cost to Landlord of electricity shall have been, or shall be, increased
      subsequent to November 1, 2005 (whether such change occurs prior to or during
      the term of this Lease), by change in Landlord’s electric rates or service
      classifications, or electricity charges, including changes in market prices,
      or
      by an increase, subsequent to the last such electric rate or service
      classification change or market price change, in fuel adjustments or charges
      of
      any kind, or by taxes, imposed on Landlord’s electricity purchases or on
      Landlord’s electricity redistribution, or for any other such reason, then the
      aforesaid ERIF portion of the fixed annual rent shall be changed in the same
      percentage as any such change in cost due to changes in electric rates, service
      classifications or market prices, and, also Tenant’s payment obligation, for
      electricity redistribution, shall change from time to time so as to reflect
      any
      such increase in fuel adjustments or charges, and such taxes. Any such
      percentage change in Landlord’s cost due to change in Landlord’s electric rate
      or service classifications or market prices, shall be computed on the basis
      of
      the average consumption of electricity for the Building for the twelve full
      months immediately prior to the rate change or other such changes in cost,
      energy and demand, and any changed methods of or rules on billing for same,
      applied on a consistent basis to the new electric rate or service classification
      or market price and to the immediately prior existing electric rate or service
      classification or market price. If the average consumption (energy and demand)
      for the entire Building for said prior twelve (12) months cannot reasonably
      be
      applied and used with respect to changed methods of or rules on billing, then
      the percentage increase shall be computed by the use of the average consumption
      (energy and demand) for the entire building for the first three (3) months
      after
      such change, projected to a full twelve (12) months, so as to reflect the
      different seasons; and that same consumption, so projected, shall be applied
      to
      the rate and/or service classification or market price which existed immediately
      prior to the change. The parties agree that a reputable, independent electrical
      consultant firm, selected by Landlord (“Landlord’s
      Electrical Consultant”),
      shall
      determine the percentage change for the changes in ERIF due to Landlord’s
      changed costs and the charge to Tenant for Tenant’s Share of Building electric
      current, and that Landlord’s Electrical Consultant may from time to time make
      surveys in the Premises of the electrical equipment and fixtures and use of
      current. (i) If such survey shall reflect a connected electrical load in excess
      of 4 1⁄2 watts of electricity for all purposes per rentable square foot and/or
      energy usage in excess of Ordinary Business Hours (each such excess hereinafter
      called “excess
      electricity”)
      then
      the connected electrical load and/or the hours of use portion(s) of the then
      existing ERIF shall be increased by an amount which is equal to a fraction
      of
      the then existing ERIF, the numerator of which is the excess electricity (i.e.,
      excess connected load and/or excess usage) and the denominator of which is
      the
      connected load and/or the energy usage which was the basis of the then existing
      ERIF. Such fractions shall be determined by Landlord’s Electrical Consultant.
      The Fixed Annual Rent shall then be appropriately adjusted, effective as of
      the
      date of any such change in connected load and/or usage, as disclosed by said
      survey. (ii) If such survey shall disclose installation and use of other than
      Ordinary Equipment, then effective as of the date of said survey, there shall
      be
      added to the ERIF portion of Fixed Annual Rent (computed and fixed as
      hereinbefore described) an additional amount equal to what would be paid under
      the SC-4 Rate I Service Classification in effect on November 1, 2005 (and not
      the time-of-day rate schedule) or the comparable rate schedule (and not the
      time-of-day rate schedule) of any utility other than Con Ed then providing
      electrical service to the building as same shall be in effect on the date of
      such survey for such load and usage of electricity, with the connected
      electrical load deemed to be the demand (KW) and the hours of use thereof deemed
      to be the energy (KWH), as hereinbefore provided, (which addition to the ERIF
      shall be increased by all electricity cost changes of Landlord, as hereinabove
      provided, from November 1, 2005 through the date of billing).


    
      
        
        

      

      
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    41.05 In
      no
      event, whether because of surveys, rates or cost changes, or for any reason,
      is
      the originally specified $3.00 per rentable square foot ERIF portion of the
      fixed annual rent (plus any net increase thereof by virtue of all electricity
      rate, service classification or market price changes of Landlord subsequent
      to
      November 1, 2005) to be reduced.

    


    41.06 The
      determinations by Landlord’s Electrical Consultant shall be binding and
      conclusive on Landlord and Tenant from and after the delivery of copies of
      such
      determinations to Landlord and Tenant, unless, within thirty (30) days after
      delivery thereof, Tenant disputes such determination. If Tenant so disputes
      the
      determination, it shall, at its own expense, obtain from a reputable,
      independent electrical consultant its own determinations in accordance with
      the
      provisions of this Article. Tenant’s consultant and Landlord’s consultant then
      shall seek to agree. If they cannot agree within thirty (30) days they shall
      choose a third reputable electrical consultant, whose cost shall be shared
      equally by the parties, to make similar determinations which shall be
      controlling. (If they cannot agree on such third consultant within ten (10)
      days, then either party may apply to the Supreme Court in the County of New
      York
      for such appointment.) However, pending such controlling determinations Tenant
      shall pay to Landlord the amount of Additional Rent or ERIF in accordance with
      the determinations of Landlord’s Electrical Consultant. If the controlling
      determinations differ from Landlord’s Electrical Consultant, then the parties
      shall promptly make adjustment for any deficiency owed by Tenant or overage
      paid
      by Tenant.


    
      
        
        

      

      
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    41.07 If
      and so
      long as Landlord provides electricity to the Premises on a submetering basis,
      Tenant covenants and agrees to purchase the same from Landlord or Landlord’s
      designated agent at charges, terms and rates set, from time to time, during
      the
      term of this Lease by Landlord but not more than those specified in the service
      classification in effect on January 1, 1970 pursuant to which Landlord then
      purchased electric current from the public utility corporation serving the
      part
      of the city where the Building is located; provided however, said charges shall
      be increased in the same percentage as any percentage increase in the billing
      to
      Landlord for electricity for the entire Building, by reason of increase in
      Landlord’s electric rates or service classifications, subsequent to January 1,
      1970, and so as to reflect any increase in Landlord’s electric charges,
      including changes in market prices for electricity from utilities and/or other
      providers, in fuel adjustments or by taxes or charges of any kind imposed on
      Landlord’s electricity purchases or redistribution, or for any other such
      reason, subsequent to said date. Any such percentage increase in Landlord’s
      billing for electricity due to changes in rates, service classifications, or
      market prices, shall be computed by the application of the average consumption
      (energy and demand) of electricity for the entire Building for the twelve (12)
      full months immediately prior to the rate and/or service classification change,
      or any changed methods of or rules on billing for same, applied on a consistent
      basis to the new rate and/or service classification or market price, and to
      the
      classification and rate in effect on January 1, 1970. If the average consumption
      of electricity for the entire Building for said prior twelve (12) months cannot
      reasonably be applied and used with respect to changed methods of or rules
      on
      billing, then the percentage shall be computed by the use of the average
      consumption (energy and demand) for the entire Building for the first three
      (3)
      months after such change, projected to a full twelve (12) months, so as to
      reflect the different seasons; and that same consumption, so projected, shall
      be
      applied to the service classification and rate in effect on January 1, 1970.
      Where more than one meter measures the service of Tenant in the Building, the
      service rendered through each meter may be computed and billed separately in
      accordance with the rates herein specified. Bills therefore shall be rendered
      at
      such times as Landlord may elect and the amount, as computed from a meter,
      shall
      be deemed to be, and be paid as, Additional Rent. In the event that such bills
      are not paid within five (5) days after the same are rendered, Landlord may,
      without further notice, discontinue the service of electric current to the
      Premises without releasing Tenant from any liability under this Lease and
      without Landlord or Landlord’s agent incurring any liability for any damage or
      loss sustained by Tenant by such discontinuance of service. If any tax is
      imposed upon Landlord’s receipt from the sale, resale or redistribution of
      electricity or gas or telephone service to Tenant by any Federal, State, or
      Municipal authority, Tenant covenants and agrees that where permitted by law,
      Tenant’s pro-rata share of such taxes shall be passed on to and included in the
      bill of, and paid by, Tenant to Landlord.

    


    41.08 
      If all
      or part of the submetering Additional Rent or the ERIF payable in accordance
      with Section 41.03 or 41.04 of this Article becomes uncollectible or reduced
      or
      refunded by virtue of any law, order or regulations, the parties agree that,
      at
      Landlord’s option, in lieu of submetering Additional Rent or ERIF, and in
      consideration of Tenant’s use of the Building’s electrical distribution system
      and receipt of redistributed electricity and payment by Landlord of consultant’s
      fees and other redistribution costs, the Fixed Annual Rental rate(s) to be
      paid
      under this Agreement shall be increased by an “alternative charge” which shall
      be a sum equal to $3.00 per year per rentable square foot of the Premises,
      changed in the same percentage as any increase in the cost to Landlord for
      electricity for the entire Building subsequent to November 1, 2005, because
      of
      electric rate, service classification or market price changes, such percentage
      change to be computed as in Section 41.04 provided.


    
      
        
        

      

      
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    41.09 Landlord
      shall not be liable to Tenant for any loss or damage or expense which Tenant
      may
      sustain or incur if either the quantity or character of electric service is
      changed or is no longer available or suitable for Tenant’s requirements. Tenant
      covenants and agrees that at all times its use of electric current shall never
      exceed the capacity of existing feeders to the Building or wiring installation.
      Any riser or risers to supply Tenant’s electrical requirements, upon written
      request of Tenant, will be installed by Landlord, at the sole cost and expense
      of Tenant, if, in Landlord’s sole judgment, the same are necessary and will not
      cause permanent damage or injury to the Building or the Premises or cause or
      create a dangerous or hazardous condition or entail excessive or unreasonable
      alterations, repairs or expense or interfere with or disturb other tenants
      or
      occupants. In addition to the installation of such riser or risers, Landlord
      will also at the sole cost and expense of Tenant, install all other equipment
      proper and necessary in connection therewith subject to the aforesaid terms
      and
      conditions. The parties acknowledge that they understand that it is anticipated
      that electric rates, charges, etc., may be changed by virtue of time-of-day
      rates or changes in other methods of billing, and/or electricity purchases
      and
      the redistribution thereof, and fluctuation in the market price of electricity,
      and that the references in the foregoing paragraphs to changes in methods of
      or
      rules on billing are intended to include any such changes. Anything hereinabove
      to the contrary notwithstanding, in no event is the submetering Additional
      Rent
      or ERIF, or any “alternative charge”, to be less than an amount equal to the
      total of Landlord’s payments to public utilities and/or other providers for the
      electricity consumed by Tenant (and any taxes thereon or on redistribution
      of
      same) plus 5% thereof for transmission line loss, plus 15% thereof for other
      redistribution costs. The Landlord reserves the right, at any time upon thirty
      (30) days’ written notice, to change its furnishing of electricity to Tenant
      from a rent inclusion basis to a submetering basis, or vice versa, or to change
      to the distribution of less than all the components of the existing service
      to
      Tenant. The Landlord reserves the right to terminate the furnishing of
      electricity on a rent inclusion, submetering, or any other basis at any time,
      upon thirty (30) days’ written notice to the Tenant, in which event the Tenant
      may make application directly to the public utility and/or other providers
      for
      the Tenant’s entire separate supply of electric current and Landlord shall
      permit its wires and conduits, to the extent available and safely capable,
      to be
      used for such purpose, but only to the extent of Tenant’s then authorized load.
      Any meters, risers, or other equipment or connections necessary to furnish
      electricity on a submetering basis or to enable Tenant to obtain electric
      current directly from such utility and/or other providers shall be installed
      at
      Tenant’s sole cost and expense. Only rigid conduit or electricity metal tubing
      (EMT) will be allowed. The Landlord, upon the expiration of the aforesaid thirty
      (30) days’ written notice to the Tenant may discontinue furnishing the electric
      current but this Lease shall otherwise remain in full force and effect. If
      Tenant was provided electricity on a rent inclusion basis when it was so
      discontinued, then commencing when Tenant receives such direct service and
      as
      long as Tenant shall continue to receive such service, the Fixed Annual Rent
      payable under this Lease shall be reduced by the amount of the ERIF which was
      payable immediately prior to such discontinuance of electricity on a rent
      inclusion basis.
      Notwithstanding the foregoing, provided that Tenant promptly applies for such
      direct service and diligently pursues such application to completion, Landlord
      shall not so discontinue such redistributed service until Tenant obtains
      electric service directly from the public utility, unless required by law.
      

    



    
      
        
        

      

      
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    ARTICLE
      42

     

    LEASE
      SUBMISSION

    


    42.01 Landlord
      and Tenant agree that this Lease is submitted to Tenant on the understanding
      that it shall not be considered an offer and shall not bind Landlord in any
      way
      unless and until (i) Tenant has duly executed and delivered duplicate originals
      thereof to Landlord and (ii) Landlord has executed and delivered one of said
      originals to Tenant.

    


    


    ARTICLE
      43

     

    INSURANCE

    


    43.01. Tenant
      shall not violate, or permit the violation of, any condition imposed by the
      standard fire insurance policy then issued for office buildings in the Borough
      of Manhattan, City of New York, and shall not do, or permit anything to be
      done,
      or keep or permit anything to be kept in the Premises which would subject
      Landlord to any liability or responsibility for personal injury or death or
      property damage, or which would increase the fire or other casualty insurance
      rate on the Building or the property therein over the rate which would otherwise
      then be in effect (unless Tenant pays the resulting premium as hereinafter
      provided for) or which would result in insurance companies of good standing
      refusing to insure the building or any of such property in amounts reasonably
      satisfactory to Landlord.

    


    43.02 Tenant
      covenants to provide on or before the earlier to occur of (i) the Commencement
      Date, and (ii) ten (10) days from the date of this Lease, and to keep in force
      during the term hereof the following insurance coverage which coverage shall
      be
      effective on the Commencement Date:

    


    (a) A
      comprehensive policy of liability insurance naming Landlord and its designees
      as
      additional insureds protecting Landlord, its designees and Tenant against any
      liability whatsoever occasioned by accident on or about the Premises or any
      appurtenances thereto. Such policy shall have limits of liability of not less
      than Five Million ($5,000,000.00) Dollars combined single limit coverage on
      a
      per occurrence basis, including property damage. Such insurance may be carried
      under a blanket policy covering the Premises and other locations of Tenant,
      if
      any, provided such a policy contains an endorsement (i) naming Landlord and
      its
      designees as additional insureds, (ii) specifically referencing the Premises;
      and (iii) guaranteeing a minimum limit available for the Premises equal to
      the
      limits of liability required under this Lease;

    


    (b) Fire
      and
      extended coverage in an amount adequate to cover the cost of replacement of
      all
      personal property, fixtures, furnishings, equipment, improvements and
      installations located in the Premises.


    
      
        
        

      

      
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    43.03 All
      such
      policies shall be issued by companies of recognized responsibility licensed
      to
      do business in New York State and rated by Best's Insurance Reports or any
      successor publication of comparable standing and carrying a rating of A+ VIII
      or
      better or the then equivalent of such rating, and all such policies shall
      contain a provision whereby the same cannot be canceled or modified unless
      Landlord and any additional insured are given at least thirty (30) days prior
      written notice of such cancellation or modification.

    


    43.04 Prior
      to
      the time such insurance is first required to be carried by Tenant and
      thereafter, at least fifteen (15) days prior to the expiration of any such
      policies, Tenant shall deliver to Landlord either duplicate originals of the
      aforesaid policies or certificates evidencing such insurance, together with
      evidence of payment for the policy. If Tenant delivers certificates as aforesaid
      Tenant, upon reasonable prior notice from Landlord, shall make available to
      Landlord, at the Premises, duplicate originals of such policies from which
      Landlord may make copies thereof, at Landlord's cost. Tenant's failure to
      provide and keep in force the aforementioned insurance shall be regarded as
      a
      material default hereunder, entitling Landlord to exercise any or all of the
      remedies as provided in this Lease in the event of Tenant's default. In
      addition, in the event Tenant fails to provide and keep in force the insurance
      required by this Lease, at the times and for the durations specified in this
      Lease, Landlord shall have the right, but not the obligation, at any time and
      from time to time, and without notice, to procure such insurance and/or pay
      the
      premiums for such insurance in which event Tenant shall repay Landlord within
      five (5) days after demand by Landlord, as Additional Rent, all sums so paid
      by
      Landlord and any costs or expenses incurred by Landlord in connection therewith
      without prejudice to any other rights and remedies of Landlord under this
      Lease.

    


    43.05 Landlord
      and Tenant shall each endeavor to secure an appropriate clause in, or an
      endorsement upon, each fire or extended coverage policy obtained by it and
      covering the Building, the Premises or the personal property, fixtures and
      equipment located therein or thereon, pursuant to which the respective insurance
      companies waive subrogation or permit the insured, prior to any loss, to agree
      with a third party to waive any claim it might have against said third party.
      The waiver of subrogation or permission for waiver of any claim hereinbefore
      referred to shall extend to the agents of each party and its employees and,
      in
      the case of Tenant, shall also extend to all other persons and entities
      occupying or using the Premises in accordance with the terms of this Lease.
      If
      and to the extent that such waiver or permission can be obtained only upon
      payment of an additional charge then, except as provided in the following two
      paragraphs, the party benefiting from the waiver or permission shall pay such
      charge upon demand, or shall be deemed to have agreed that the party obtaining
      the insurance coverage in question shall be free of any further obligations
      under the provisions hereof relating to such waiver or
      permission.


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    


    43.06 In
      the
      event that Landlord shall be unable at any time to obtain one of the provisions
      referred to above in any of its insurance policies, at Tenant's option, Landlord
      shall cause Tenant to be named in such policy or policies as one of the
      insureds, but if any additional premium shall be imposed for the inclusion
      of
      Tenant as such an insured, Tenant shall pay such additional premium upon demand.
      In the event that Tenant shall have been named as one of the insureds in any
      of
      Landlord's policies in accordance with the foregoing, Tenant shall endorse
      promptly to the order of Landlord, without recourse, any check, draft or order
      for the payment of money representing the proceeds of any such policy or any
      other payment growing out of or connected with said policy and Tenant hereby
      irrevocably waives any and all rights in and to such proceeds and
      payments.

    


    43.07 In
      the
      event that Tenant shall be unable at any time to obtain one of the provisions
      referred to above in any of its insurance policies, Tenant shall cause Landlord
      to be named in such policy or policies as one of the insureds, but if any
      additional premium shall be imposed for the inclusion of Landlord as such an
      insured, Landlord shall pay such additional premium upon demand or Tenant shall
      be excused from its obligations under this paragraph with respect to the
      insurance policy or policies for which such additional premiums would be
      imposed.

     

    43.08 Subject
      to the foregoing provisions of this Article, and insofar as may be permitted
      by
      the terms of the insurance policies carried by it, each party hereby releases
      the other with respect to any claim (including a claim for negligence) which
      it
      might otherwise have against the other party for loss, damages or destruction
      with respect to its property by fire or other casualty (including rental value
      or business interruption, as the case may be) occurring during the Term of
      this
      Lease.

    


    43.09 If,
      by
      reason of a failure of Tenant to comply with the provisions of this Lease,
      the
      rate of fire insurance with extended coverage on the building or equipment
      or
      other property of Landlord shall be higher than it otherwise would be, Tenant
      shall reimburse Landlord, on demand, for that part of the premiums for fire
      insurance and extended coverage paid by Landlord because of such failure on
      the
      part of Tenant.

    


    43.10. Landlord
      may, from time to time, require that the amount of the insurance to be provided
      and maintained by Tenant hereunder be increased so that the amount thereof
      adequately protects Landlord's interest, but in no event in excess of the amount
      that would be required of other tenants in other similar office buildings in
      the
      borough of Manhattan.

    


    43.11 A
      schedule or make up of rates for the building or the Premises, as the case
      may
      be, issued by the New York Fire Insurance Rating Organization or other similar
      body making rates for fire insurance and extended coverage for the premises
      concerned, shall be conclusive evidence of the facts therein stated and of
      the
      several items and charges in the fire insurance rate with extended coverage
      then
      applicable to such premises.


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    


    43.12 Each
      policy evidencing the insurance to be carried by Tenant under this Lease shall
      contain a clause that such policy and the coverage evidenced thereby shall
      be
      primary with respect to any policies carried by Landlord, and that any coverage
      carried by Landlord shall be excess insurance.

     

    ARTICLE
      44 

    


    SIGNAGE

    


    44.01 Tenant
      shall be permitted to affix either sign or plaque on or adjacent to the entrance
      door to the Premises, subject to the prior written approval of Landlord which
      shall not be unreasonably withheld subject to the other provisions of this
      Article, with respect to location, design, size, materials, quality, coloring,
      lettering and shape thereof, and subject, also, to compliance by Tenant, at
      its
      expense, with all applicable legal requirements or regulations. All such signage
      shall be consistent and compatible with the design, aesthetics, signage and
      graphics program for the Building as established by Landlord. Landlord may
      remove any sign installed in violation of this provision, and Tenant shall
      pay
      the cost of such removal and any restoration costs.

    


    ARTICLE
      45

     

    RIGHT
      TO RELOCATE

    


    45.01 Notwithstanding
      anything contained in this Lease to the contrary, Landlord shall have the right,
      subsequent to the first (1st)
      anniversary of the Commencement Date and prior to the ninth (9th)
      anniversary of the Commencement Date, to substitute in lieu of the Premises,
      alternative space in the Building designated by Landlord (the “Relocation
      Space”)
      effective as of the date (the “Relocation
      Effective Date”)
      set
      forth in a notice given to Tenant (the “Relocation
      Notice”).
      The
      Relocation Space shall be reasonably comparable to the Premises with respect
      to
      internal configuration, quality of finish (e.g., paint, carpet and floor
      coverings, ceiling tiles, moldings and millwork, if any, by means of
      substantially the same materials as existed in the Premises provided that same
      are then commercially reasonably available to Landlord, and to the extent they
      are not so available, by means of materials which are substantially similar
      in
      nature and of a quality equal or superior to the materials as previously existed
      in the Premises, in each instance) and rentable square foot area (i.e., plus
      or
      minus ten (10%) percent). The Relocation Effective Date shall not be less than
      ninety (90) days following the date upon which the Relocation Notice is given
      to
      Tenant. In the event that Landlord exercises its rights hereunder, (i) Tenant
      shall deliver to Landlord possession of the Premises on or before the Relocation
      Effective Date vacant and broom clean, free of all occupancies and encumbrances
      and otherwise in accordance with the terms, covenants and conditions of the
      Lease as if the Relocation Effective Date were the expiration date of the Term
      of this Lease, (ii) effective as of the Relocation Effective Date, the term
      and
      estate hereby granted with respect to the Premises originally demised hereunder
      shall terminate, the Relocation Space shall be deemed to be the Premises and
      the
      Fixed Annual Rent and Additional Rent payable under this Lease shall be
      adjusted, if necessary, so as to reflect any difference between the deemed
      rentable square foot area of the original Premises and said Relocation Space.
      Notwithstanding anything contained in this Article 45 to the contrary, Landlord
      shall not substitute the Premises more than once during the original
      Term.


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    


    


    45.02 Landlord
      shall (i) at Landlord's cost and expense, remove and reinstall Tenants' personal
      property, trade fixtures and equipment (including the relocation of Tenant’s
      then existing telecommunications and voice capabilities) in the Relocation
      Space
      (“Landlord’s
      Relocation Work”)
      and
      (ii) compensate Tenant for Tenant’s actual, reasonable, out-of-pocket moving and
      related expenses, including the reasonable cost of reprinting a reasonable
      amount of Tenant’s stationery necessitated by such relocation, upon Tenant’s
      submission of paid invoices therefor. Landlord shall complete Landlord’s
      Relocation Work on or before the Relocation Effective Date provided that Tenant
      cooperates with Landlord and gives Landlord full access to the Premises to
      facilitate the performance thereof. Landlord warrants that the physical
      relocation of Tenant’s fixtures, goods, personality and equipment shall take
      place after normal business hours on a Friday or on a Saturday or Sunday.


    


    45.03 Following
      any relocation undertaken pursuant to this Article, Tenant shall promptly
      execute and deliver an agreement confirming such relocation and fixing any
      corresponding adjustments in Fixed Annual Rent and Additional Rent payable
      under
      this Lease, but any failure to execute such an agreement by Tenant shall not
      affect such relocation and adjustments as determined by Landlord.

    


    45.04
      Notwithstanding anything contained in this Article 45 to the contrary, Landlord
      shall use reasonable efforts to provide a Relocation Space which has an existing
      outdoor terrace, however, in the event that Landlord is unable to do so using
      commercially reasonable efforts, and provided that Tenant is not in default
      under the terms of this Lease after notice, Landlord shall furnish Tenant with
      a
      credit to be applied against the four (4) monthly installments of Fixed Annual
      Rent accruing immediately following Tenant’s relocation into the Relocation
      Space in compliance with the terms of this Article 45.

    


    ARTICLE
      46

    FUTURE
      CONDOMINIUM CONVERSION

    


    46.01 Tenant
      acknowledges that the Building and the land of which the Premises form a part
      may be subjected to the condominium form of ownership prior to the end of the
      Term of this Lease. Tenant agrees that if, at any time during the Term, the
      Building and the land shall be subjected to the condominium form of ownership,
      then, this Lease and all rights of Tenant hereunder are and shall be subject
      and
      subordinate in all respects to any condominium declaration and any other
      documents (collectively, the "Declaration")
      which
      shall be recorded in order to convert the Building and the land of which the
      Premises form a part to a condominium form of ownership in accordance with
      the
      provisions of Article 9-B of the Real Property Law of the State of New York
      or
      any successor thereto. If any such Declaration is to be recorded, Tenant, upon
      request of Landlord, shall enter into an amendment of this Lease in such
      respects as shall be necessary to conform to such condominiumization, including,
      without limitation, appropriate adjustments to Real Estate Taxes payable during
      the Base Tax Year and Tenant's Share, as such terms are defined in Article
      32
      hereof.


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      47 

    


    MISCELLANEOUS

    


    47.01 This
      Lease represents the entire understanding between the parties with regard to
      the
      matters addressed herein and may only be modified by written agreement executed
      by all parties hereto. All prior understandings or representations between
      the
      parties hereto, oral or written, with regard to the matters addressed herein
      are
      hereby merged herein. Tenant acknowledges that neither Landlord nor any
      representative or agent of Landlord has made any representation or warranty,
      express or implied, as to the physical condition, state of repair, layout,
      footage or use of the Premises or any matter or thing affecting or relating
      to
      Premises except as specifically set forth in this Lease. Tenant has not been
      induced by and has not relied upon any statement, representation or agreement,
      whether express or implied, not specifically set forth in this Lease. Landlord
      shall not be liable or bound in any manner by any oral or written statement,
      broker's "set-up", representation, agreement or information pertaining to the
      Premises, the Building or this Agreement furnished by any real estate broker,
      agent, servant, employee or other person, unless specifically set forth herein,
      and no rights are or shall be acquired by Tenant by implication or otherwise
      unless expressly set forth herein. This Lease shall be construed without regard
      to any presumption or other rule requiring construction against the party
      causing this agreement to be drafted.

    


    ARTICLE
      48

    COMPLIANCE
      WITH LAW

    


    48.01 If,
      at
      any time during the Term hereof, Landlord expends any sums for alterations
      or
      improvements to the Building which are required to be made pursuant to any
      law,
      ordinance or governmental regulation, Tenant shall pay to Landlord, as
      Additional Rent, Tenant’s Share of such cost within twenty (20) days after
      demand therefor; provided, however, that if the cost of such alteration or
      improvement is one which is required to be amortized over a period of time
      pursuant to applicable governmental regulations, Tenant shall pay to Landlord,
      as Additional Rent, during each year in which occurs any part of the Term,
      Tenant’s Share of the cost thereof amortized on a straight line basis over an
      appropriate period, but not more than ten (10) years. Notwithstanding anything
      to the contrary contained herein, in the event that the requirement for the
      performance of any such alteration or improvement is attributable to the
      actions, installations, use or manner of use of the Premises by Tenant, then
      in
      such event Tenant shall be responsible to pay the entire cost imposed by
      Landlord with respect to such alteration or improvement.


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      49

     

    LANDLORD’S
      CONTRIBUTION

    


    49.01 Tenant
      shall have prepared by
      a
      registered architect and/or a licensed professional engineer, at its sole cost
      and expense, and
      submit to Landlord
      for its
      approval in accordance with the applicable provisions of the Lease, final and
      complete dimensioned architectural, mechanical, electrical and structural
      drawings and specifications in a form ready for use as construction drawings
      for
      the
      installation of alterations, installations, decorations and improvements in
      the
      Premises to prepare the same for Tenant’s initial occupancy thereof
      (“Tenant’s
      Initial Alteration Work”).
      All
      such construction plans and specifications and all such work shall be effected
      in accordance with all applicable provisions of the Lease at Tenant’s sole cost
      and expense. If and so long as Tenant is not in default under the Lease, subject
      to and in accordance with the provisions of this Article, Landlord shall
      contribute up to the sum of $355,880.00 ("Landlord's
      Contribution")
      to the
      cost of labor and materials for the portion of the Tenant’s Initial Alteration
      Work which constitutes Qualified Renovations. "Qualified
      Renovations"
      shall
      be defined as the labor and materials used by Tenant to construct permanent
      leasehold improvements and alterations to the Premises in compliance with this
      Lease after the date hereof and prior to November 1, 2006. Without limitation,
      for purposes of this Article, Qualified Renovations shall be deemed not to
      include and Landlord’s Contribution shall not be applied to the cost of
      interest, late charges, trade fixtures, furniture, furnishings, equipment,
      professional fees, workstations, work surfaces (whether or not affixed to walls
      and/or convector covers), related cabinetry, moveable business equipment or
      any
      personal property whatsoever, or to the cost of labor, materials or services
      used to furnish or provide the same. 

    


    49.02 “Requisition"
      shall
      mean a request by Tenant for payment from Landlord for Qualified Renovations
      and
      shall consist of such documents and information from Tenant as Landlord may
      require to substantiate the completion of, and payment for, such Qualified
      Renovations to which the Requisition relates (the “Work
      Cost”)
      and
      shall include, without limitation, the following: an itemization of Tenant’s
      total construction costs, detailed by contractor, subcontractors, vendors and
      materialmen; bills, receipts, lien waivers and releases from all contractors,
      subcontractors, vendors and materialmen; architects' and Tenant's certification
      of completion, payment and acceptance, and all governmental approvals and
      confirmations of completion for the portion of the Tenant’s Initial Alteration
      Work theretofore completed and for which Tenant seeks payment.

    


    49.03 From
      time-to-time, but not more than once a month, Tenant may give Landlord a
      Requisition for so much of the Work Cost as arose since the end of the period
      to
      which the most recent prior Requisition related, or, with respect to the first
      Requisition, for the initial Work Cost.


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    


    


    


    49.04 If
      Tenant
      is not in continuing default under this Lease and provided that all documents
      and information required by Landlord have been provided, within thirty (30)
      days
      after Landlord receives a Requisition, Landlord shall pay Tenant eighty five
      percent (85%) of the Work Cost reflected in such Requisition and shall withhold
      the remaining fifteen percent (15%) of Work Cost (the "Retainage");
      and
      provided that Tenant is not in default under this Lease, within thirty (30)
      days
      after Tenant furnishes Landlord with (x) a final, stamped set of “as-built”
plans for the Premises which demonstrates that Tenant’s Initial Alteration Work
      has been completed in accordance with plans and specifications first approved
      by
      Landlord and (y) its final Requisition which demonstrates that Tenant’s Initial
      Alteration Work has been completed and paid for in full by Tenant and (z) all
      documents and information required by Landlord, Landlord shall pay Tenant all
      the Retainages.

    


    49.05 It
      is
      expressly understood and agreed that if the amount of Landlord’s Contribution is
      less than the cost of Tenant’s Initial Alteration Work, Tenant shall remain
      solely responsible for the payment and completion of, and in all events shall
      complete, at its sole cost and expense, Tenant’s Initial Alteration Work on or
      before November 1, 2006. Any portion of Landlord’s Contribution not required to
      be disbursed shall be retained by Landlord.

    


    IN
      WITNESS WHEREOF,
      the said
      Landlord, and the Tenant have duly executed this Lease as of the day and year
      first above written.

    
      	 	 	 
	 	 	 
	 	SLG
              GRAYBAR
              SUBLEASE LLC, as Landlord
	 
 	 
 	 
 
	 	By:  	 
	 	
               

            	
              Name:

              Title:

            
	 	 	 


    

     

    
      	Witness:	 	 	 
	 	 	 	 
	
              

            	 	 	
            
	
              Name:

              Title:
                

            	 	 	 


    

     

    
      
        	 	 	 
	 	 	 
	 	
                FUSION
                  TELECOMMUNICATIONS

                INTERNATIONAL,
                  INC., as Tenant

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                 

              	
                Name:

                Title:

              
	 	 	 


      

       

      
        
          	Witness:	 	 	 
	 	 	 	 
	
                  

                	 	 	
                
	
                  Name:

                  Title:
                    

                	 	 


        



        
          
            
            

          

          
            51

            
              

            

          

          
            
            

          

        



    

    CLEANING
      SPECIFICATIONS

    


    
      	A)	
              GENERAL
                CLEANING - NIGHTLY

            


    

    


    
      	
              -

            	
              Dust
                sweep all stone, ceramic tile, marble terrazzo, asphalt tile, linoleum,
                rubber, vinyl and other types of
                flooring

            


    

    


    
      	
              -

            	
              Carpet
                sweep all carpets and rugs four (4) times per
                week

            


    

    


    
      	
              -

            	
              Vacuum
                clean all carpets and rugs, once (1) per
                week

            


    

    


    
      	
              -

            	
              Police
                all private stairways and keep in clean
                condition

            


    

    


    
      	
              -

            	
              Empty
                and clean all wastepaper baskets, ash trays and receptacles; damp
                dust as
                necessary

            


    

    


    
      	
              -

            	
              Clean
                all cigarette urns and replace sand or water as
                necessary

            


    

    


    
      	
              -

            	
              Remove
                all normal wastepaper and tenant rubbish to a designated area in
                the
                premises. (Excluding cafeteria waste, bulk materials, and all special
                materials such as old desks, furniture
                etc.)

            


    

    


    
      	
              -

            	
              Dust
                all furniture, and window sills as
                necessary

            


    

    


    
      	
              -

            	
              Dust
                clean all glass furniture tops

            


    

    


    
      	
              -

            	
              Dust
                all chair rails, trim and similar objects as
                necessary

            


    

    


    
      	
              -

            	
              Dust
                all baseboards as necessary 

            


    

    


    
      	
              -

            	
              Wash
                clean all water fountains

            


    

    


    
      	
              -

            	
              Keep
                locker and service closets in clean and orderly
                condition

            


    

    


    
      	
              B)

            	
              LAVATORIES-NIGHTLY
                (EXCLUDING PRIVATE & EXECUTIVE
                LAVATORIES)

            


    

    


    
      	
              -

            	
              Sweep
                and mop all flooring

            


    

    


    
      	
              -

            	
              Wipe
                clean all mirrors, powder shelves and brightwork, including flushometers,
                piping toilet seat hinges

            


    


    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    


    


    
      	
              -

            	
              Wash
                and disinfect all basins, bowls and
                urinals

            


    

    


    
      	
              -

            	
              Wash
                both sides of all toilet seats

            


    

    


    
      	
              -

            	
              Dust
                all partitions, tile walls, dispensers and
                receptacles

            


    

    


    
      	
              -

            	
              Empty
                and clean paper towel and sanitary disposal
                receptacles

            


    

    


    
      	
              -

            	
              Fill
                toilet tissue holders, soap dispensers and towel dispensers; materials
                to
                be furnished by Landlord

            


    

    


    
      	
              -

            	
              Remove
                all wastepaper and refuse to designated area in the
                premises

            


    

    


    
      	
              C)

            	
              LAVATORIES-PERIODIC
                CLEANING (EXCLUDES PRIVATE & EXECUTIVE LAVATORIES)
                

            


    

    


    
      	
              -

            	
              Machine
                scrub flooring as necessary

            


    

    


    
      	
              -

            	
              Wash
                all partitions, tile walls, and enamel surfaces periodically, using
                proper
                disinfectant when necessary

            


    

    


    
      	
              D)

            	
              DAY
                SERVICES - DUTIES OF THE DAY
                PORTERS

            


    

    


    
      	
              -

            	
              Police
                ladies' restrooms and lavatories, keeping them in clean
                condition

            


    

    


    
      	
              -

            	
              Fill
                toilet dispensers; materials to be furnished by
                Landlord

            


    

    


    
      	
              -

            	
              Fill
                sanitary napkin dispensers; materials to be furnished by
                Landlord

            


    

    


    
      	
              E)

            	
              SCHEDULE
                OF CLEANING

            


    

    


    
      	
              -

            	
              Upon
                completion of the nightly chores, all lights shall be turned off,
                windows
                closed, doors locked and offices left in a neat and orderly
                condition

            


    

    


    
      	
              -

            	
              All
                day, nightly and periodic cleaning services as listed herein, to
                be done
                five nights each week, Monday through Friday, except Union and Legal
                Holidays

            


    

    


    
      	
              -

            	
              All
                windows from the 2nd floor to the roof will be cleaned inside out
                quarterly, weather permitting 

            


    

    



    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    


    


    


    RULES
      AND REGULATIONS

    MADE
      A PART OF THIS LEASE

    


    1.
      No
      animals, birds, bicycles or vehicles shall be brought into or kept in the
      Premises. The Premises shall not be used for manufacturing or commercial
      repairing or for sale or display of merchandise or as a lodging place, or for
      any immoral or illegal purpose, nor shall the Premises be used for a public
      stenographer or typist; barber or beauty shop; telephone, secretarial or
      messenger service; employment, travel or tourist agency; school or classroom;
      commercial document reproduction; or for any business other than specifically
      provided for in the Tenant’s lease. Tenant shall not cause or permit in the
      Premises any disturbing noises which may interfere with occupants of this or
      neighboring Buildings, any cooking or objectionable odors, or any nuisance
      of
      any kind, or any inflammable or explosive fluid, chemical or substance.
      Canvassing, soliciting and peddling in the Building are prohibited, and each
      tenant shall cooperate so as to prevent the same.

    


    2.
      The
      toilet rooms and other water apparatus shall not be used for any purposes other
      than those for which they were constructed, and no sweepings, rags, ink,
      chemicals or other unsuitable substances shall be thrown therein. Tenant shall
      not place anything out of doors, windows or skylights, or into hallways,
      stairways or elevators, nor place food or objects on outside window sills.
      Tenant shall not obstruct or cover the halls, stairways and elevators, or use
      them for any purpose other than ingress and egress to or from Tenant’s Premises,
      nor shall skylights, windows, doors and transoms that reflect or admit light
      into the Building be covered or obstructed in any way. All drapes and blinds
      installed by Tenant on any exterior window of the Premises shall conform in
      style and color to the Building standard.

    


    3.
      Tenant
      shall not place a load upon any floor of the Premises in excess of the load
      per
      square foot which such floor was designed to carry and which is allowed by
      law.
      Landlord reserves the right to prescribe the weight and position of all safes,
      file cabinets and filing equipment in the Premises. Business machines and
      mechanical equipment shall be placed and maintained by Tenant, at Tenant’s
      expense, only with Landlord’s consent and in settings approved by Landlord to
      control weight, vibration, noise and annoyance. Smoking or carrying lighted
      cigars, pipes or cigarettes in the elevators of the Building is
      prohibited.

    


    4.
      Tenant
      shall not move any heavy or bulky materials into or out of the Building or
      make
      or receive large deliveries of goods, furnishings, equipment or other items
      without Landlord’s prior written consent, and then only during such hours and in
      such manner as Landlord shall approve and in accordance with Landlord’s rules
      and regulations pertaining thereto. If any material or equipment requires
      special handling, Tenant shall employ only persons holding a Master Rigger’s
      License to do such work, and all such work shall comply with all legal
      requirements. Landlord reserves the right to inspect all freight to be brought
      into the Building, and to exclude any freight which violates any rule,
      regulation or other provision of this Lease.


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    


    


    5.
      No
      sign, advertisement, notice or thing shall be inscribed, painted or affixed
      on
      any part of the Building, without the prior written consent of Landlord.
      Landlord may remove anything installed in violation of this provision, and
      Tenant shall pay the cost of such removal and any restoration costs. Interior
      signs on doors and directories shall be inscribed or affixed by Landlord at
      Tenant’s expense. Landlord shall control the color, size, style and location of
      all signs, advertisements and notices. No advertising of any kind by Tenant
      shall refer to the Building, unless first approved in writing by
      Landlord.

    


    6.
      No
      article shall be fastened to, or holes drilled or nails or screws driven into,
      the ceilings, walls, doors or other portions of the Premises, nor shall any
      part
      of the Premises be painted, papered or otherwise covered, or in any way marked
      or broken, without the prior written consent of Landlord.

    


    7.
      No
      existing locks shall be changed, nor shall any additional locks or bolts of
      any
      kind be placed upon any door or window by Tenant, without the prior written
      consent of Landlord. Two (2) sets of keys to all exterior and interior locks
      shall be furnished to Landlord . At the termination of this Lease, Tenant shall
      deliver to Landlord all keys for any portion of the Premises or Building. Before
      leaving the Premises at any time, Tenant shall close all windows and close
      and
      lock all doors.

    


    8.
      No
      Tenant shall purchase or obtain for use in the Premises any spring water, ice,
      towels, food, bootblacking, barbering or other such service furnished by any
      company or person not approved by Landlord. Any necessary exterminating work
      in
      the Premises shall be done at Tenant’s expense, at such times, in such manner
      and by such company as Landlord shall require. Landlord reserves the right
      to
      exclude from the Building, from 6:00 p.m. to 8:00 a.m., and at all hours on
      Sunday and legal holidays, all persons who do not present a pass to the Building
      signed by Landlord. Landlord will furnish passes to all persons reasonably
      designated by Tenant. Tenant shall be responsible for the acts of all persons
      to
      whom passes are issued at Tenant’s request.

    


    9.
      Whenever Tenant shall submit to Landlord any plan, agreement or other document
      for Landlord’s consent or approval, Tenant agrees to pay Landlord as Additional
      Rent, on demand, an administrative fee equal to the sum of the reasonable fees
      of any architect, engineer or attorney employed by Landlord to review said
      plan,
      agreement or document and Landlord’s administrative costs for
      same.


    
      
        
        

      

      
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    10.
      The
      use in the Premises of auxiliary heating devices, such as portable electric
      heaters, heat lamps or other devices whose principal function at the time of
      operation is to produce space heating, is prohibited. 

    


    11.
      Tenant shall keep all doors from the hallway to the Premises closed at all
      times
      except for use during ingress to and egress from the Premises. Tenant
      acknowledges that a violation of the terms of this paragraph may also constitute
      a violation of codes, rules or regulations of governmental authorities having
      or
      asserting jurisdiction over the Premises, and Tenant agrees to indemnify
      Landlord from any fines, penalties, claims, action or increase in fire insurance
      rates which might result from Tenant's violation of the terms of this
      paragraph.

    


    12.
      Tenant shall be permitted to maintain an "in-house" messenger or delivery
      service within the Premises, provided that Tenant shall require that any
      messengers in its employ affix identification to the breast pocket of their
      outer garment, which shall bear the following information: name of Tenant,
      name
      of employee and photograph of the employee. Messengers in Tenant's employ shall
      display such identification at all time. In the event that Tenant or any agent,
      servant or employee of Tenant, violates the terms of this paragraph, Landlord
      shall be entitled to terminate Tenant's permission to maintain within the
      Premises in-house messenger or delivery service upon written notice to
      Tenant.

    


    13.
      Tenant will be entitled to three (3) listings on the Building lobby directory
      board, without charge. Any additional directory listing (if space is available),
      or any change in a prior listing, with the exception of a deletion, will be
      subject to a fourteen ($14.00) dollar service charge, payable as Additional
      Rent.

    


    14.
      In
      case of any conflict or inconsistency between any provisions of this Lease
      and
      any of the rules and regulations as originally or as hereafter adopted, the
      provisions of this Lease shall control.


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    



    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      B

     

    FIXED
      ANNUAL RENT SCHEDULE

    


    


    
      	 	 	 	 	 
	
              DATES

            	 	
              FIXED
ANNUAL
                RENT

            	 	
              MONTHLY
                
INSTALLMENT

            
	
               

              November
                1, 2005- October 31, 2006

            	 	
               

              $428,390.55

            	 	
               

              $35,699.21

            
	
               

              November
                1, 2006 - October 31, 2007

            	 	
               

              $439,100.31

            	 	
               

              $36,591.69

            
	
               

              November
                1, 2007 - October 31, 2008

            	 	
               

              $450,077.82

            	 	
               

              $37,506.49

            
	
               

              November
                1, 2008 - October 31, 2009

            	 	
               

              $461,329.77

            	 	
               

              $38,444.15

            
	
               

              November
                1, 2009 - October 31, 2010

            	 	
               

              $472,863.01

            	 	
               

              $39,4054.25

            
	
               

              November
                1, 2010 - October 31, 2011

            	 	
               

              $461,463.42

            	 	
               

              $38,455.28

            
	
               

              November
                1, 2011 - October 31, 2012

            	 	
               

              $473,000.00

            	 	
               

              $39,416.67

            
	
               

              November
                1, 2012 - October 31, 2013

            	 	
               

              $484,825.00

            	 	
               

              $40,402.08

            
	
               

              November
                1, 2013 - October 31, 2014

            	 	
               

              $496,945.63

            	 	
               

              $41,412.14

            
	
               

              November
                1, 2014 - October 31, 2015

            	 	
               

              $509,369.27

            	 	
               

              $42,447.44

            


    

    


    


    
      
        
        

      

      
        58