exv10w9






Exhibit 10.09




LEASE




     THIS LEASE is entered into by Landlord and Tenant described in the following Basic
Lease Information on Dec. 1, 1999.




     Landlord and Tenant agree:




ARTICLE 1.00 BASIC LEASE INFORMATION




     In addition to the terms which are defined elsewhere in this Lease, the following defined
terms are used in this Lease:




     (a) DATE: Dec. 1, 1999.




     (b) LANDLORD: Sonwil Development Group, L.L.C.




     (c) LANDLORD’S ADDRESS: 100 Sonwil Drive




Cheektowaga, NY 14225

Attention: Stuart J. Wilson,




Managing Member




with a copy at the

same time to: Zdarsky, Sawicki & Agostinelli




404 Cathedral Place 
298 Main Street 

Buffalo, New York 14202 

Attention: Guy J. Agostinelli, Esq.




     (d) TENANT: Imaging and Sensing Technology Corporation




     (e) TENANT’S ADDRESS: 300 Westinghouse Circle




Horseheads, New York 14845

Attention: President










 



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with a copy at the

same time to: Sayles, Evans, Brayton, Palmer




     & Tifft

One West Church Street

Elmira, New York 14901

Attn: James D. Young, Esq.




     (f) LEASED PREMISES: See Exhibit A




     (g) COMMENCEMENT DATE: The 1st day of the first month
following the Substantial Completion of the Landlord’s Work as
set forth in Section 3.01 hereinbelow or as extended pursuant to
Section 3.03 hereinbelow. The Tenant shall take early occupancy
of each Building upon the Substantial Completion of the
Landlord’s Work with respect to such Building as hereinafter
described.




     (h) EXPIRATION DATE: The last day of the month
immediately prior to ten (10) years after the Commencement Date, subject to earlier termination as
provided herein.




     (i) TERM: Ten (10) years, subject to earlier termination as provided herein.




     (j) BASE ANNUAL RENT: During the Term, Base Annual Rent as to each Building shall be the
amounts set forth in Exhibit B.




     (k) BASE MONTHLY RENT: During the Term, Base Monthly Rent as to each Building shall be the
amounts set forth in Exhibit B.




     (l) RENT: The Base Monthly Rent and Additional Rent.




     (m) ADDITIONAL RENT: Any amounts that this Lease requires Tenant to pay in addition to Base
Annual Rent and Base Monthly Rent.










 



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     (n) TENANT’S SHARE: Initially deemed to be 100.00%. (The said share may be re-determined by
Landlord from time to time as either the numerator or denominator may change by dividing the
Rentable Area of the Leased Premises by the Rentable Area of the Buildings and expressing the
resulting quotient (to the second decimal place) as a percentage.




     (o) RENTABLE AREA OF THE BUILDINGS: Initially deemed to be 115,324 square feet in the
aggregate as set forth in Exhibit A.




     (p) RENTABLE AREA OF THE LEASED PREMISES: Initially deemed to be 115,324 square feet in the
aggregate as set forth in Exhibit A.




     (q) SECURITY DEPOSIT: None.




     (r) BUILDINGS: The buildings described in Exhibit A each of which are individually referred
to as a “Building” and collectively referred to as the “Buildings”.




     (s) LANDLORD’S PROPERTY: The premises described in Exhibit A to this Lease and all
improvements thereon, including without limitation, the Buildings, parking lots, walkways,
driveways, landscaping and other improvements to be constructed thereon.




     (t) LEASED PREMISES: The premises described in Exhibit A and consisting of 115,324 square
feet of space in the aggregate located in the Buildings as described in Exhibit A.




     (u) PRIME RATE: The rate of interest announced by Manufacturers and Traders Trust Company
(the “Bank”) or any successor to it, as its prime rate. If the Bank or any successor to it ceases
to announce its prime rate, the Prime Rate shall be a comparable interest rate designated by
Landlord which replaces the Prime Rate.




     (v) BROKER: None










 



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     (w) LEASE YEAR: A period of twelve (12) consecutive calendar months. The first Lease Year
shall be deemed to begin on the Commencement Date Each subsequent Lease Year shall consist of the
next succeeding periods of twelve (12) calendar months.




     These exhibits are attached to this Lease and made part of this Lease:





	 	EXHIBIT A — 	 	Identification of the Landlord’s Property and the Leased Premises
including a legal description and survey of the Landlord’s Property and a site
plan showing the location of the Leased Premises.
	 
	 	EXHIBIT B — 	 	Base Annual Rent and Base Monthly Rent to be paid by the Tenant to the
Landlord with respect to each of the Buildings which comprise the Leased
Premises.
	 
	 	EXHIBIT C — 	 	Landlord’s Work
	 
	 	EXHIBIT D — 	 	Contingencies





ARTICLE 2.00 AGREEMENT




     Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the Leased
Premises from Landlord, according to the terms and conditions of this Lease.




ARTICLE 3.00 TERM, DELIVERY AND ACCEPTANCE OF LEASED PREMISES




     3.01  General. The duration of this Lease shall be the Term. The Term shall commence
on the Commencement Date and shall expire on the Expiration Date.




     3.02  Delivery of Possession. Landlord shall construct or install in the Leased
Premises the improvements to be constructed or installed by Landlord according to Exhibit C to





 











 





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this Lease and shall obtain a certificate of occupancy and all other permits and approvals required
by any other applicable authorities except for permits and approvals required by Tenant’s
particular use of the Buildings. Landlord shall be deemed to have delivered possession of a
Building when the Landlord has achieved substantial completion of such Building with such
substantial completion (“Substantial Completion”) being deemed to have occurred when such Building
and the site improvements to the Landlord’s Property serving the same shall have been constructed
so that such Building can be used for its intended purpose subject only to the completion of
Landlord’s “punch-list” items which do not materially interfere with Tenant’s use and enjoyment of
such Building. Landlord shall provide the Tenant with at least ten (10) days prior written notice
when the Landlord expects to achieve Substantial Completion of a Building.




     3.03 Failure to Deliver Possession. Landlord shall not
be liable to Tenant for any resultant loss or damage for failure
to deliver possession within the time periods set forth in
Exhibit C. No rent shall be charged as to a Building until the
Landlord has achieved Substantial Completion of such Building.



     3.04 Early Access. If Tenant is permitted access to a Building prior to the
Substantial Completion thereof for the purpose of installing fixtures or any other purpose
permitted by Landlord, such early entry shall be at Tenant’s sole risk and subject to all the terms
and conditions of this Lease as though the Commencement Date had occurred except that the payment
of Base Monthly Rent shall commence upon the date of Substantial Completion of the Building.
Tenant, its agents and employees shall not interfere with or delay Landlord’s completion of
construction of the improvements, and all rights of Tenant under this Section 3.04 shall be subject
to the requirements of all applicable building codes and zoning requirements. Landlord shall have
the right to impose such additional conditions on Tenant’s early entry as Landlord, in its sole
discretion, deems appropriate, and shall further have the right to require that Tenant execute an
early-entry agreement containing such conditions prior to Tenant’s early entry.



     3.05 Condition of the Leased
Premises. Prior to the date of Substantial Completion with respect to a Building, Tenant
shall conduct a walk-through inspection of such Building with









 



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Landlord and prepare a punch-list of items, if any, not completed in accordance with Exhibit C
hereto with respect to such Building. By taking possession of a Building, Tenant shall be deemed
to have accepted the Building in its condition on the date of delivery of possession except for:
(i) the items specified in the foregoing punch-list; (ii) items specified in a supplemental
punch-list prepared by Tenant within sixty (60) days after the taking of possession; and (iii)
items discovered to be defective and covered by the general one (1) year warranty as to the work
performed by Landlord’s contractors comprising the improvements which are part of the Leased
Premises. No punch-list shall include any damage to the Building caused by Tenant’s move-in or
early access, if permitted. Damage caused by Tenant shall, at Landlord’s option, be repaired or
corrected by Landlord, at Tenant’s expense. The same process shall also apply to the exterior
portions of the Building in that the Landlord and Tenant shall jointly inspect the same and prepare
a punch list of all items deemed to be incomplete. Tenant acknowledges that neither Landlord nor
its agents or employees have made any representations or warranties as to the suitability or
fitness of the Leased Premises for the conduct of Tenant’s business or for any other purpose, nor
has Landlord or its agents or employees agreed to undertake any alterations or construct any
improvements to the Leased Premises except as expressly provided in this Lease, including Exhibit C
to this Lease. If Tenant fails to submit the punch-lists to Landlord prior to the Substantial
Completion date of a Building or the exterior site improvements of the Landlord’s Property as set
forth herein, it will be deemed that there are no items needing additional work or repair by
Landlord with respect to such Building except for items covered by the warranties of Landlord’s
contractors as set forth herein. Landlord’s contractors shall complete all proper punch-list items
within sixty (60) days after each walk-through inspection as to a Building subject to availability
of materials or equipment which may need to be ordered and, as to such items which may not be
readily available, within thirty (30) days after receipt.




     3.06 Bond Transaction. This Lease is subject and subordinate to the CCIDA Lease
(as hereinbelow defined), the Mortgage (as hereinbelow defined) and the Bond Documents (as
hereinafter defined), and is further subject to the written approval of the Chemung County
Industrial Development Agency (hereinbelow the “CCIDA”) and Bondholder (as hereinafter










 



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defined). Tenant acknowledges and agrees that Landlord’s Property, including the Leased Premises,
is or will be owned by CCIDA and leased to Landlord under the CCIDA Lease. As used in this Lease,
the following terms shall have the indicated meanings:




     a. “CCIDA Lease” shall mean the lease agreement to be
entered into by and between CCIDA, as lessor, and Landlord, as
lessee, covering the Landlord’s Property, a memorandum of which
will be recorded in the Chemung County Clerk’s Office upon the
closing of Landlord’s industrial revenue bond transaction with
the CCIDA as such lease may be amended from time to time.



     b. “Mortgage” shall mean the Mortgage between CCIDA
and Bondholder which will be recorded in the Chemung County
Clerk’s Office upon the closing of the Landlord’s financing with
respect to the construction of the Buildings and related site
improvements or any mortgage amending, modifying or the same or
any future financing covering the Landlord’s Property.



     c. “Bond Documents” shall mean the Mortgage and the
other documents executed in connection with the CCIDA Industrial
Development Revenue Bonds issued with respect to the 1999 Sonwil
Development Group, L.L.C. Project, which documents will be
contained in the closing binder therefor.



     d. “Bondholder” shall mean any lender or owner or
holder of the Mortgage including any successor owner or holder of
the Mortgage or any successor mortgagee.



     Without limiting any other term or condition of this Lease, Tenant shall execute and deliver
to Landlord or its designee any agreements or certificates of subordination, attornment or estoppel
referred to in the Bond Documents and requested by Landlord, CCIDA or Bondholder. Within ten (10)
days of Tenant’s written request to the Landlord by notice as provided herein, the Landlord shall
provide the Tenant with copies of any and all of the Bond Documents.










 



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ARTICLE 4.00 BASE MONTHLY RENT




     4.01 General. Throughout the Term of this Lease, Tenant shall pay Base Annual Rent to
Landlord as rent for the Leased Premises, and the same shall be payable as Base Monthly Rent in
advance on or before the first (1st) day of each calendar month of the Term. In
addition, with respect to each Building, Tenant shall be required to pay to the Landlord Base
Monthly Rent from the date of Substantial Completion of such Building through the day prior to
Commencement Date which Base Monthly Rent shall be appropriately prorated by Landlord as set forth
in Exhibit B. Base Monthly Rent, and all Rent, shall be paid to Landlord, without notice or demand,
and without deduction or offset, in lawful money of the United States of America at Landlord’s
Address, or to such other person or at such other place as landlord may from time to time designate
in writing.



ARTICLE 5.00 REAL ESTATE TAXES




     5.01 General. In addition to the Base Monthly Rent, Tenant shall pay, as Additional
Rent, Tenant’s Pro Rata Share of all Real Estate Taxes (as hereinbelow defined) on Landlord’s
Property (including the Building and all improvements thereon), to the extent the same are
allocable to the Term of this Lease. As used herein, the term “Real Estate Taxes” shall mean all
real estate taxes, assessments, sewer rents and other governmental charges levied or assessed
against Landlord’s Property (including, without limitation, any sums payable in lieu thereof) to
the extent the same are for all or part of a fiscal tax year within the Term of this Lease. Tenant
acknowledges and agrees that the Landlord’s Property is or will be subject to payments in lieu of
taxes pursuant to one or more agreements with the appropriate taxing authorities. A copy of
the agreement providing for such payments in lieu of taxes shall be provided by the Landlord
to the Tenant after the same is entered into. Nothing contained in this Lease shall require
Tenant to pay any franchise, corporate, estate, inheritance, succession, capital levy or transfer
tax payable by Landlord.



     All sums payable by tenant under this Article 5.00 shall be paid within twenty (20) days after
receipt from Landlord of a statement therefor containing the computation thereof. With










 



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such statement, the Landlord shall provide the Tenant with copies
of the relevant bills or statements from taxing authorities as to
the Real Estate Taxes payable by the Landlord with respect to the Property.



     The parties acknowledge that, pursuant to this Lease, the Tenant is required to reimburse the
Landlord a percentage equal to the Tenant’s Pro-Rata Share of the Real Estate Taxes imposed with
respect to the Landlord’s Property during the Term. By reason of the foregoing, at the Tenant’s
written request, the Landlord shall undertake a periodic annual review of the proposed assessment
for the Landlord’s Property by the assessing authority and review such assessment and comparable
properties with the Tenant. In the event that the Tenant is desirous of Landlord challenging such
assessment with respect to the Landlord’s Property and notifies the Landlord that the Tenant shall
pay or reimburse the Landlord the Tenant’s Pro Rata Share of the costs thereof, Landlord shall
commence and prosecute assessment reduction proceedings with the assessing authority. Any
settlement of any such proceedings shall subject to the Tenant’s approval.



ARTICLE 6.00 INSURANCE




     6.01 Landlord’s Insurance. At all times during the term of this Lease, Landlord shall
carry and maintain (a) fire and extended coverage insurance covering the Buildings, parking area
and other common areas, the Buildings and equipment and common area furnishings and leasehold
improvements in the Leased Premises, which insurance shall be carried at 100% of replacement value;
(b) public liability and property damage insurance in the amount of at least $1,000,000 per
occurrence for death, personal injury and property damage, and (c) such other insurance pertaining
to Landlord’s Property (including, without limitation, rent-loss insurance and, in the event that
the Landlord’s Property is located in a flood hazard area, flood insurance) as Landlord may be
required to maintain by reason of provisions of the Bond Documents or as Landlord may otherwise
maintain in its reasonable discretion. The insurance referred to in this Section 6.01 and in
effect from time to time is hereinbelow referred to as “Landlord’s Insurance”.









 



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     6.02 Amounts Payable by Tenant. In addition to Base
Monthly Rent, Tenant shall pay, as Additional Rent, Tenant’s Pro
Rata Share of any premiums payable for Landlord’s Insurance. All
sums so payable shall be paid within twenty (20) days after
receipt from Landlord of a statement containing the computation
thereof. With such statement, the Landlord shall provide the
Tenant with copies of the relevant bills or statements from the
insurance agent or carrier as to the Landlord’s Insurance payable
by the Landlord with respect to the Property. At the time that
Landlord renews or replaces the Landlord’s Insurance covering the
Landlord’s Property during the Term, the Landlord shall obtain at
least three (3) quotes from comparable qualified sources of such
insurance. Copies of such quotes shall be provided to the Tenant
upon the Tenant’s written request.



     6.03 Tenant’s Insurance. At all times during the Term of this Lease, Tenant shall carry and maintain, at Tenant’s
expense, the following insurance, in the amounts specified below
or such other amounts as Landlord may from time to time
reasonably request, with insurance companies and on forms
satisfactory to Landlord:



     (a) Public liability and property damage liability
insurance, with a combined single occurrence limit of not less
than $1,000,000. All such insurance shall specifically include,
without limitation, contractual liability coverage for the
performance by Tenant of the indemnity agreements set forth in
Article 21.00 of this Lease.



     (b) Insurance covering all of Tenant’s equipment,
trade, fixtures, appliances, furnishings and personal property,
from time to time in, on or upon the Leased Premises, in an
amount not less than the full replacement cost without deduction
for depreciation from time to time during the Term of this Lease,
providing protection against all perils including within the
classification of fire, extended coverage, vandalism, malicious
mischief, special extended peril (all risk), boiler, flood, glass
breakage and sprinkler leakage. All policy proceeds shall be
used for the repair or replacement of the property damaged or
destroyed; provided however, if this Lease ceases under the
provisions of Article 18.00 hereinbelow, Tenant shall be entitled
to any proceeds resulting from damage to Tenant’s equipment,









 



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trade fixtures, appliances, furniture and personal property, and Tenant shall be entitled to all
other proceeds.




     (c) Workmen’s compensation insurance insuring against and satisfying Tenant’s obligations and
liabilities under the workmen’s compensation laws of the State of New York.



     6.04 Forms of the Policies.



     (a) Certificates of insurance and evidence of the
payment of all premiums of Tenant’s policies of insurance shall
be delivered to Landlord prior to Tenant’s occupancy of the
Leased Premises and from time to time at least thirty (30) days
prior to the expiration of the term of each such policy. All
such policies maintained by Tenant shall provide that they may
not be terminated except after thirty (30) days’ prior written
notice to Landlord, CCIDA and Bondholder. All public liability,
property damage liability and casualty policies maintained by
Tenant shall be written as primary policies, not contributing
with and not supplemental to the coverage that Landlord may
carry.



     (b) Certificates of insurance and evidence of the payment of all premiums of Landlord’s policies of insurance shall be delivered to Tenant prior to
Tenant’s occupancy of the Leased Premises and from time to time at least thirty (30) days prior to
the expiration of the term of each such policy. All such policies maintained by Landlord shall
provide that they may not be terminated except after thirty (30) days’ prior written notice to
Tenant, CCIDA and Bondholder.



     6.05 Waiver of Subrogation. Landlord and Tenant each
waive any and all rights to recover against the other or against
any other tenant or occupant of the Buildings, or against the
officers, directors, shareholders, partners, joint venturers,
employees, agents, customers, invitees or business visitors of
such other party or of such other tenant or occupant of
Landlord’s Property, for any loss or damage to such waiving party
arising from any cause covered by any insurance required to be
carried by Landlord pursuant to Article 6.00. Landlord and
Tenant, from time to time, shall cause their respective insurers
to issue appropriate waiver of subrogation rights endorsements to









 



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all policies of insurance carried in connection with the Landlord’s Property or the
Leased Premises.



     6.06 Adequacy of Coverage. Landlord, its agents and employees make no representation
that the limits of liability specified to be carried by Tenant pursuant to this Article 6.00 are
adequate to protect Tenant. If Tenant believes that any of such insurance coverage is inadequate,
Tenant shall obtain, at Tenant’s sole expense, such additional insurance coverage as Tenant deems
adequate.



ARTICLE 7.00 USE




     The Leased Premises shall be used for Tenant’s
corporate headquarters and for light manufacturing, production, warehousing, distribution and for
uses incidental to such purposes (inclusive of office uses) and for no other purposes. Landlord
represents and warrants to the Tenant that such use is permitted by the existing zoning and other
laws, rules and regulations in effect and applicable to the Leased Premises as of the Commencement
Date. Tenant shall not: (i) do or permit to be done in or about the Leased Premises, or bring to,
keep or permit to be brought or kept in the Leased Premises, anything which is prohibited by or
will in any way conflict with any law, statute, ordinance or governmental rule or regulation which
is now in force or which may be enacted or promulgated after the Date; (ii) do or permit anything
to be done in or about the Leased Premises which will in any way obstruct or interfere with the
rights or other tenants of the Building or Landlord’s Property, or injure or annoy them; or (iii)
use or allow the Leased Premises to be used for any improper, immoral, unlawful or objectionable
purpose; cause, maintain or permit any nuisance in, on, or about the Leased Premises or Landlord’s
Property or commit or allow to be committed any waste in, on, or about the Leased Premises or
Landlord’s Property. Without limiting the foregoing, the Leased Premises shall not be used for any
purpose that is not permitted in a “Project”, as that term is defined and used in the Bond
Documents. The Tenant shall not use the Leased Premises the sale of tangible property or the
furnishing of materials at retail for customers who shall personally visit the Leased Premises
except for small quantities of incidental sales. In addition, and in















 





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accordance with the applicable law governing properties financed by industrial development
agencies, and except as otherwise provided in collective bargaining agreements to which the Tenant
is a party: (i) new employment opportunities created by the Tenant at the Leased Premises shall be
listed by the Tenant with the New York State Department of Labor Community Services Division and
with the administrative entity of the service delivery area created by the Federal Job Training
Partnership Act (P.L. No. 97-300) in which the Leased Premises are located; and (ii) the Tenant
agrees, where practicable, to first consider persons eligible to participate in the Federal Job
Training Partnership (P.L. No. 97-300) programs who shall be referred by administrative entities of
service delivery areas created pursuant to such act or by the Community Services Division of the
New York State Department of Labor for such new employment opportunities.




ARTICLE 8.00 REQUIREMENTS OF LAW; FIRE INSURANCE




     8.01 General. Tenant, at its expense, shall comply
with all applicable governmental laws, orders and regulations,
including, without limitation, those pertaining to the
environment, and with any direction of any public officer or
officers, according to law, which may impose any violation, order
or duty upon Landlord or Tenant with respect to the Leased
Premises, or their use or occupancy. In no event shall the
Tenant be responsible for any alteration, improvement or
installation, structural or otherwise, required by any law, rule
or regulation unless such alteration, improvement or installation
is necessitated by Tenant’s specific use of the Leased Premises.



     8.02 Toxic Materials. Landlord warrants and represents to Tenant that, as of the
Commencement Date, and to the best of the Landlord’s knowledge after due inquiry, there are no
Toxic Materials (as hereinafter defined) located in, on or about the Leased Premises or the
Landlord’s Property in violation of any applicable environmental law, rule or regulation. Landlord
shall provide a copy of the updated Phase I Environmental Site Assessment of the Landlord’s
Property obtained by the Landlord to be furnished to the Bondholder. Tenant, at its sole cost,
shall comply with all laws relating to Tenant’s storage, use and disposal of hazardous, toxic or
radioactive matter (collectively









 



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“Toxic Materials”). Tenant shall be solely responsible for and shall defend, indemnify and
hold Landlord, CCIDA and Bondholder and their respective principals, officers, directors, agents
and employees safe and harmless from and against all claims, costs and liabilities, including,
without limitation, attorneys’ fees and disbursements, arising out of or in connection with
Tenant’s storage, use and disposal of Toxic Materials. Tenant shall be solely responsible for and
defend, indemnify and hold Landlord, CCIDA and Bondholder and their respective principals,
officers, directors, agents and employees safe and harmless from and against any and all claims,
costs and liabilities, including, without limitation, attorneys’ fees and disbursements, arising
out of or in connection with the removal, clean-up and restoration work and materials necessary to
return the Leased Premises and any other property of whatever nature located on Landlord’s Property
to their condition existing prior to the appearance of Tenant’s Toxic Materials on the Leased
Premises. Notwithstanding the foregoing or any other provision of this Lease, Tenant shall not be
liable to Landlord for any environmental condition with respect to the Building or the Landlord’s
Property which was not caused by the Tenant or a person, firm or entity using the Building or
Landlord’s Property at the express or implied consent of the Tenant or otherwise in conjunction
with the Tenant’s use of the Building or the Landlord’s Property. The Landlord agrees to indemnify
and defend the Tenant and to hold the Tenant harmless from any cost, liability or expense imposed
upon Tenant under any local, state or federal law, ordinance, statute, rule, regulation or judicial
or administrative order because of or arising out of any contamination of the Property or any
contamination of groundwater or surrounding lands because of or arising out of the acts and/or
omissions of the Landlord or the operations of any other tenant of the Landlord in the Landlord’s
industrial park or the acts and/or omissions of their respective agents, servants or employees in
such industrial park or due to any acts or omissions of any prior owner or user of the lands
constituting the Landlord’s industrial park or part thereof. In the event that any such claim is
made against the Tenant pertaining to the above indemnification, the Tenant shall forthwith forward
the same to the Landlord in order to enable the Landlord to respond to such claim. The Tenant’s
and Landlord’s obligations under this Section shall survive the termination of this Lease.










 



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     8.03 Certain Insurance Risks. Tenant shall not do or
permit to be done any act or thing upon the Leased Premises that
would: (a) jeopardize or be in conflict with fire insurance
policies covering Landlord’s Property and fixtures and property
in Landlord’s Property or (b) increase the rate of fire insurance
applicable to Landlord’s Property to an amount higher than it
would otherwise be or (c) subject Landlord to any liability or
responsibility for injury or death to any person or persons or to
property by reason of any business or operation being carried on
upon the Leased Premises; all without regard to the permitted
purposes and uses stated in Article 7.00 hereinabove.



     8.04 Excess Insurance Payments. If, as a result of any
act or omission by Tenant or violation of this Lease, the rate of
fire insurance applicable to the Building or Landlord’s Property
or any other insurance carried by Landlord is increased to an
amount higher than it otherwise would have been, Tenant shall
reimburse Landlord for the increased cost of Landlord’s insurance
premiums. Such reimbursement shall be Additional Rent payable
upon the first day of the month following Landlord’s delivery to
Tenant of a statement showing evidence of such increased
insurance premiums. In any action or proceeding in which
Landlord and Tenant are parties, a schedule or “make up” of rates
for the Building or Landlord’s Property issued by the body making
fire insurance rates for the Leased Premises shall be presumptive
evidence of the facts stated therein and of the several items and
charges in the fire insurance rate then applicable to Landlord’s
Property or any part thereof.



ARTICLE 9.00 ASSIGNMENT AND SUBLETTING




     9.01 General. Tenant, for itself, its successors and assigns, covenants that it will
not assign, mortgage or encumber this Lease, or sublease the Leased Premises or any part of the
Leased Premises, or permit the Leased Premises or any part of the Leased Premises to be used or
occupied by others, without the express prior written consent of Landlord in each instance
obtained, which consent shall not be unreasonably withheld. Tenant shall provide all information
reasonably requested by the Landlord as to the proposed assignee or sub-tenant and such assignee’s
or sub-tenant’s intended operations at the Leased Premises. In each case, Landlord’s consent may
be conditioned









 



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the requirement that the Tenant continue to pay to the Landlord all Base Rent and Additional Rent
hereunder on a timely basis and that the Tenant be required to collect rent and/or any applicable
items of additional rent from the proposed assignee or sub-tenant as the case may be.
Notwithstanding anything contained herein, Tenant shall be permitted, without further consent of
the Landlord, to assign or sublet all or any part of the Leased Premises to any corporation which
it controls, is controlled by, or is under common control with Tenant, or to any corporation
resulting from any merger or consolidation with Tenant; PROVIDED, HOWEVER, that no such assignment
shall operate or be deemed to operate to release of Tenant from the further performance by Tenant
of covenants on the part of Tenant contained in this Lease. In addition to the foregoing, and
notwithstanding anything contained in this Lease to the contrary, Tenant shall be permitted to
assign its interest in this Lease to its primary lender as collateral security with respect to
Tenant’s obligations to its lender; PROVIDED, HOWEVER, that no such assignment shall operate or be
deemed to operate to release Tenant from the further performance by Tenant of the covenants,
conditions and other terms on the part of Tenant contained in this Lease.




     9.02 Assignment, Sublease Void. Any assignment or sublease in violation of Section
9.01 hereinabove shall be void. If this Lease is assigned, or if the Leased Premises or any part of
the Leased Premises is subleased or occupied by anyone other than Tenant, Landlord may, after
default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount
collected to Rent. No assignment, sublease, occupancy or collection shall be deemed: (a) a waiver
by Landlord of the provisions of Section 9.01 hereinabove; or (b) the acceptance by Landlord of the
assignee, subtenant or occupant as tenant; or (c) a release of Tenant from the further performance
by Tenant of covenants on the part of Tenant contained in this Lease. The consent by Landlord to
an assignment or sublease shall not be construed to relieve Tenant from obtaining Landlord’s prior
written consent in writing to any further assignment or sublease. No permitted subtenant may assign
or encumber its sublease or further sublease all or any portion of its subleased space, or
otherwise permit the subleased space or any part of its subleased space to be used or occupied by
others, without Landlord’s prior express written consent in each instance obtained.









 



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     9.03 Limitation on Remedies. Tenant shall not be
entitled to make, nor shall Tenant make, any claim, and Tenant by this Section 9.03 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 Section. Tenant’s sole remedy shall be an action or proceeding to enforce any such
provision, or for specific performance, injunction, or declaratory judgment.




ARTICLE 10.00 — SECURITY DEPOSIT — Intentionally omitted.




ARTICLE 11.00 COMMON AREAS




     11.01 General. As used in this Lease, the term “Common Areas” shall mean, without
limitation, the driveways, walkways, parking areas, lawn and all other areas and facilities in
Landlord’s Property which are provided and designated from time to time by Landlord for the general
non-exclusive use and convenience of Tenant with other tenants of Landlord’s Property and their
respective employees, invitees, licensees or other visitors. Landlord grants Tenant, its
employees, invitees, licensees and other visitors a non-exclusive license for the Term to use the
Common Areas in common with others entitled to use the common areas including, without limitation,
Landlord and other tenants of the Building or Landlord’s Property, and their respective employees,
invitees, licenses and visitors, and other persons authorized by Landlord, subject to the terms and
conditions of this Lease. Without advance notice to Tenant (except with respect to matters covered
by subsection (a) below) and without any liability to Tenant in any respect, Landlord shall have
the right to:



     (a) Establish and enforce reasonable rules and
regulations concerning the maintenance, management, use and
operation of the Common Areas;



     (b) Close off any of the Common Areas to whatever
extent required in the opinion of Landlord and its counsel to
prevent a dedication of any of the Common Areas or the accrual of









 



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any rights by any person or the public to the Common Areas, provided such closure does not deprive
Tenant of the substantial benefit and enjoyment of the Leased Premises for Tenant’s intended use;




     (c) Temporarily close any of the Common Areas for
maintenance, alteration or improvement purposes;



     (d) Select, appoint or contract with any person for
the purpose of maintaining the Common Areas (i.e., landscaping,
snow and ice removal and the like) subject to such terms and at
such rates as Landlord deems reasonable and proper;



     (e) Change the size, use, shape or nature of any
Common Areas, provided such change does not deprive Tenant of the substantial benefit and enjoyment
of the Leased Premises for Tenant’s intended use. So long as Tenant is not thus deprived of the
substantial use and benefit of the Leased Premises for Tenant’s intended use, Landlord shall also
have the right at any time to change the arrangement or location of, or both, or to regulate the
use of, any concourse, parking spaces, garage, or any elevators, stairs, toilets or other public
conveniences in Landlord’s Property, without incurring any liability to Tenant or entitling Tenant
to any abatement of rent and such action will not constitute an actual or constructive eviction of
Tenant; and



     (f) Erect one or more additional buildings on the
common areas, expand the Buildings or other buildings to cover a
portion of the Common Areas, convert Common Areas to a portion of
the Buildings or other buildings, or convert any portion of the
Buildings (excluding the Leased Premises) or other buildings to
Common Areas. Upon erection of any additional buildings or
change in Common Areas, the portion of Landlord’s Property upon
which buildings or structures have been erected shall no longer
be deemed to be a part of the Common Areas. In the event of any
such changes in the size or use of the Building or Common Areas
of the Buildings or Landlord’s Property, Landlord shall make an
appropriate adjustment in the Rentable Area of the Buildings, as
appropriate, and a corresponding adjustment to Tenant’s Share of
Common Area Expenses payable pursuant to Section 11.02
hereinbelow.




 











 





19





     11.02 Common Area Expenses. In addition to Base Monthly Rent, and subject to the
further provisions of this Section 11.02, Tenant shall pay Tenant’s Share of the Common Area
Expenses (as hereinbelow defined) paid or incurred by Landlord in each calendar Lease Year or
partial Lease Year during the Term. As used in this Lease, the term “Common Area Expenses” shall
mean:



     (a) all costs and expenses paid or incurred by Landlord for the maintenance, repair,
replacement, upkeep, operation, snow plowing, cleaning and landscaping of the Common Areas; and



     (b) the cost (amortized over such period as Landlord may determine in accordance with the
provisions of the Internal Revenue Code as amended and regulations thereunder) together with
interest at the Prime Rate from time to time prevailing on the unamortized balance of any capital
improvements: (A) which are made to Landlord’s Property by landlord during the Term and which
reduce other Common Area Expenses by an amount which is equal to or more than the annual amortized
cost of such improvement, or (B) which are made to Landlord’s Property by Landlord after the Date and which are required under
any governmental law or regulation that was not applicable to Landlord’s Property at the time it
was constructed and are not a result of Tenant’s unique use of the Leased Premises or any other
tenant’s unique use of the Landlord’s Property.



     Any capital improvements which are required to be made to Landlord’s Property after the Date
as a result of Tenant’s unique use of the Leased Premises shall be made in accordance with the
provisions of Article 14.00 of this Lease.



     Common Area Expenses shall not include: (1)
depreciation on Landlord’s Property (other than depreciation on personal property, equipment,
window coverings on exterior windows provided by Landlord and carpeting in public corridors);
(2) costs of improvements made for other tenants of Landlord’s Property; (3) finders’ fees and real
estate brokers’ commissions;
(4) mortgage principal or interest; and (5) capital items other than those referred to in clause
(b) above.



     (c) Upon Tenant’s written request, Landlord shall









 



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provide Tenant with copies of documentation substantiating Common Area Expenses incurred by the
Landlord. Landlord agrees that, except for expenses incurred by Landlord for snow and ice removal
with respect to Common Areas as to which there shall be no limit on increases based upon the manner
in which such expense is charged to the Landlord, increases in Common Area Expenses payable by the
Tenant shall not exceed five percent (5%) from the prior year.




     (d) As to any equipment and other capital expenditures incurred by the Landlord which the
Tenant is required to reimburse the Landlord hereunder, the cost of such equipment or other capital
expenditures shall be amortized over such period as Landlord may determine in accordance with the
provisions of the Internal Revenue Code as amended and regulations thereunder.



     11.03 Parking License. Tenant, its agents, employees and invitees shall have a
non-exclusive license, in common with Landlord and other tenants, to park automobiles in the
parking areas of the Common Areas.



ARTICLE 12.00 LANDLORD’S REPAIRS AND SERVICES




     12.01 Landlord’s Repair and Maintenance. Subject to Article 13.00 hereinbelow,
Landlord shall, at Landlord’s expense, maintain and repair the roof, weight-bearing walls and
foundations of the Leased Premises, the utility lines from their point of entry to the Landlord’s
Property to the Leased Premises and also the capital components of the heating, ventilating and air
conditioning system of the Leased Premises provided that the Tenant at the Tenant’s cost and
expenses, provides periodic maintenance of such system in accordance with the manufacturers
recommendations for such system except for damage caused to any of the foregoing items by the acts
or omissions of Tenant, Tenant’s agents, employees or invitees, or by the failure of Tenant to
perform or comply with any terms, conditions or covenants in this Lease, any of which damage shall
be repaired by Tenant at Tenant’s expense, or, at Landlord’s option, by Landlord at Tenant’s
expense. As a condition precedent to all obligations of Landlord to repair under this Section
12.01, Tenant shall notify Landlord in writing of the need for such repairs, and Landlord shall
endeavor to make such repairs within ten (10) days









 



21

if possible or, if not possible, within a reasonable time after receipt thereof to make such
repairs. Expenses incurred by the Landlord in making any such repairs which are the
responsibility of the Landlord shall not be included as “Common Area Expenses” under the terms of
this Lease.




     To the extent applicable to the Building and the Common Areas, the Landlord shall also be
required to construct the same in accordance with Title III of the Americans with Disabilities Act
of 1990 as amended and regulations thereunder. Notwithstanding the foregoing, the parties agree
that it shall be the responsibility of the Tenant at the Tenant’s cost and expense to provide
reasonable accommodations under Title I of Americans with Disabilities Act of 1990 as amended and
regulations thereunder which are required to be provided to any particular employee of the Tenant.



     12.02
Landlord’s Services. Except to the extent, if any, expressly provided
in this Lease, Landlord shall not be required to furnish any services to Tenant or the Leased
Premises.



     12.03
Utilities and Services. Landlord shall furnish the Leased Premises
with (i) running water sufficient for normal lavatory and kitchen use for an office and warehouse
facility; (ii) electricity for normal lighting and office equipment for an office and warehouse
facility; (iii) heating and air conditioning at appropriate levels for warehouse and office space
respectively. The cost of any and all said utilities shall be the responsibility of Tenant, and
the cost of electricity and gas furnished to the Leased Premises hereunder, including but not
limited to the cost of electricity to provide air conditioning and lighting to the Leased
Premises, and the cost of gas to provide heating to the Leased Premises, shall be separately
metered to Tenant, and Tenant shall pay for said electricity and gas directly to the utility
company or companies supplying the same. Tenant shall reimburse Landlord for the cost of water
furnished to the Leased Premises during the Term as follows:
(i) Tenant shall pay for cost of water consumed by the Tenant at the Leased Premises based on
meter readings (meter to be installed by the Landlord at the Landlord’s cost and expense) as
applied to any bill or statement rendered to the Landlord with respect to the Landlord’s Property
a copy of which bill shall










 



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also be furnished to the Tenant; and (ii) Tenant will pay to the Landlord a portion of any minimum
charge imposed by the water authority furnishing such water as set forth in periodic bills or
statements rendered to the Landlord which portion shall be equal to the amount of such minimum
charge multiplied by a fraction the numerator of which is charge for the amount of water actually
used by the Tenant as based upon the aforesaid meter readings as to the Tenant’s use or consumption
and the denominator of which is the charge for the entire amount of water actually used or consumed
with respect to the Landlord’s Property as set forth in such bill or statement. By way of example
and not by limitation, in the event that in a particular water bill with respect to the Landlord’s
Property there is a minimum charge of $200.00 to be paid and Tenant’s actual charge is $300.00 with
the total actual charges for the Landlord’s Property (inclusive of the Tenant’s actual charges)
being $400.00, Tenant will be required to pay $300.00 for actual water consumed plus $150.00 of the
minimum charge ($200.00 x $300.00/$400.00 = $150.00)




     Provided that the utility services installed by the Landlord comply with the plans and
specifications set forth in Exhibit C, Landlord shall not be in default under this Lease or be
liable for any damages directly or indirectly resulting from, nor shall any Rent reserved in this
Lease be abated in whole or in part by reason of, (1) the installation, use or interruption of use
of any equipment in connection with the furnishing of any of such utility services, (2) failure to
furnish or delay in furnishing any such utility services or by the making of repairs to the Leased
Premises or to the Building (unless such repairs are substantial and material in nature and
materially affect the Tenant’s use of the Leased Premises), or (3) the limitation, curtailment,
rationing or restrictions on use of water, electricity, gas or any other utility serving the Leased
Premises or the Building. In the event of any interruption of utility services, Landlord shall use
its best efforts to coordinate the resumption of such utility services with the provider of such
utility services. Landlord shall be liable only for intentional misconduct which causes an
interruption of utility services.



     12.04 Limitation on Liability. Landlord shall not be liable to Tenant or any other
person or entity for direct or consequential damages resulting from the admission to or exclusion
from the Building or Landlord’s Property of any person.










 



23




In the event of invasion, mob, riot, public excitement or other circumstances rendering such action
advisable in Landlord’s sole and reasonable opinion, Landlord shall have the right to prevent
access to the Building during the continuance of the same by such means as Landlord, in its sole
and reasonable discretion, maydeem appropriate, including, without limitation, by locking doors
and closing parking areas and other Common Areas. Provided that the Landlord has acted in good
faith under and pursuant to the provisions of this Article 12.00, Landlord shall not be liable for
damages to person or property or for injury to, or interruption of, business for any discontinuance
permitted under this Article 12.00, nor shall such discontinuance in any way be construed as an
eviction of Tenant or cause an abatement of rent or operate to release Tenant from any of Tenant’s
obligations under this Lease.



ARTICLE 13.00 TENANT’S REPAIRS




     13.01 General. Except for maintenance and repairs for which Landlord is responsible
under Section 12.01 hereinabove, Tenant shall be responsible at its sole cost and expense for
maintaining and repairing the Leased Premises in good order and condition, including, without
limitation, such portions of the Leased Premises as doors, windows, window glass, heating,
ventilating and air conditioning systems, plumbing, sprinkler, electric, gas and sewerage systems,
facilities and equipment and other systems and improvements located within the Leased Premises. If
Tenant fails to perform the same, at Landlord’s option, any maintenance or repairs required to be
made by Tenant according to the provisions of this Section 13.01 or of Section 12.01 hereinabove
may be made by Landlord at the expense of Tenant, subject to a ten (10) day notice sent by
registered mail and such expense (together with five percent (5%) of such expense for Landlord’s
overhead) shall be collectible as Additional Rent and shall be paid by Tenant within ten (10) days
after receipt of a statement for such expense provided proper notice was given. Landlord represents
and warrants that all mechanical and utility systems shall be in good working order as of the
Commencement Date. Landlord agrees that all manufacturers’ warranties as to the items of the
Leased Premises to be repaired by the Tenant may be enforced by the Tenant and the Landlord shall
cooperate with the Tenant as to such enforcement.










 



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ARTICLE 14.00 ALTERATIONS




     14.01 General. Tenant shall not make or suffer to be made any alterations, additions
or improvements to the Leased Premises or any part of the Leased Premises, or attach any fixtures
or equipment to the Leased Premises, without first obtaining Landlord’s written consent, which
consent shall not be unreasonably withheld. All such alterations, additions and improvements
consented to by Landlord (a) shall be performed by contractors acceptable to Landlord and subject
to conditions specified by Landlord. Subject to Tenant’s rights under Article 16.00, all
alterations, additions, fixtures (other than Tenant’s trade fixtures) and improvements, whether
temporary or permanent in character, made in or upon the Leased Premises either by Tenant or
Landlord, shall immediately become Landlord’s property and at the end of the Term (inclusive of any
extension) shall remain on the Leased Premises without compensation to Tenant. By notice given to
Tenant no less than thirty (30) days prior to the expiration of this Lease and any extension,
Landlord may require that Tenant remove any or all alterations, addition, fixtures and improvements
which are made in or upon the Leased Premises by or for Tenant after the initial improvements to
the Leased Premises. In that event, Tenant shall remove such alterations, additions, fixtures and
improvements at Tenant’s sole cost and shall restore the Leased Premises to the condition in which
they were before such alterations, additions, fixtures, improvements and additions were made,
reasonable wear and tear expected.



     14.02 Partitions. Tenant shall have the right to install freestanding work station
partitions either as part of the initial improvement of the Leased Premises, or, after such initial
improvement, without Landlord’s prior written consent, so long as no building or other governmental
permit is required for their installation or relocation; provided, however, if a permit is
required, Landlord shall not unreasonably withhold its consent to such relocation or installation.
The freestanding work station partitions for which Tenant pays shall be part of Tenant’s trade
fixtures for all purposes under this Lease. All other partitions which are installed in the Leased
Premises are and shall be Landlord’s property for all purposes under this Lease.














 





25





ARTICLE 15.00 MECHANICS’ LIENS




     15.01 General. Tenant shall pay or cause to be paid
all costs and charges for work done by Tenant or caused to be
done by Tenant in or to the Leased Premises, and for all
materials furnished for or in connection with such work. Tenant
shall indemnify Landlord and CCIDA against, and hold Landlord and
CCIDA, the Leased Premises and Landlord’s Property free, clear
and harmless of and from, all mechanic’s liens and claims of
liens, and all other liabilities, liens, claims and demands on
account of such work by or on behalf of Tenant. If any such
lien, at any time, is filed against the Leased Premises, or any
part of Landlord’s Property as a result of work performed or
caused to be performed by the Tenant, Tenant shall cause such
lien to be discharged or record within thirty (30) days after the
filing of such lien, except that if Tenant desires to contest
such lien, it shall furnish Landlord, within such thirty (30) day
period, security reasonably satisfactory to Landlord of at least
one hundred twenty percent (120%) of the amount of the claim,
plus costs and interest as estimated by Landlord. If a final
judgment establishing the validity or existence of a lien for any
amount is entered, Tenant shall immediately pay and satisfy the
same. If Tenant fails to pay any charge for which such a
mechanics’ lien has been filed, and has not given Landlord
security as described above, Landlord may, at its option, pay
such charge and related costs and interest, and the amount so
paid, together with reasonable attorneys’ fees and disbursements
incurred in connection with such lien, shall be immediately due
from Tenant to Landlord. Nothing contained in this Lease shall
be deemed the consent or agreement of Landlord to subject the
interest of Landlord or of CCIDA in Landlord’s Property or the
CCIDA Lease to liability under any mechanic’s or other lien law.
If Tenant receives notice that a lien has been or is about to be
filed against the Leased Premises or Landlord’s Property or any
action affecting title to Landlord’s Property has been commenced
on account of work done by or for or materials furnished to or
for Tenant, Tenant shall immediately notify Landlord in writing
of such notice.




     15.02 Prior Notice to Landlord. At least fifteen (15) days prior to the
commencement of any work (including, but not limited to any alterations, additions, improvements or










 



26



installations) in or to the Leased Premises, by others at the request of the Tenant, Tenant shall
give Landlord written notice of the proposed work and the names and addresses of the persons
supplying labor and materials for the proposed work. Landlord shall have the right to post notices
of non-responsibility or similar notices on Landlord’s Property in order to protect Landlord’s
Property against any such liens.




ARTICLE 16.00 END OF TERM




     At the expiration of the Term of this Lease or any extension, or earlier termination of this
Lease, Tenant shall promptly quit and surrender the Leased Premises broom-clean and in good order
and repair, ordinary wear and tear excepted. Tenant may remove from the Leased Premises any trade
fixtures, equipment and movable furniture placed in the Leased Premises by Tenant, whether or not
such trade fixtures or equipment are fastened to the Building; provided, however, Tenant shall not
remove any trade fixtures or equipment without Landlord’s prior written consent if the removal of
such fixtures or equipment will adversely affect the structure of the Building or its improvements.
Whether or not Tenant is in default, Tenant shall remove such alterations, additions,
improvements, trade fixtures, equipment and furniture as Landlord may request in accordance with
Article 14.00 hereinabove. Tenant shall fully and promptly repair any damage occasioned by the
removal of any trade fixtures, equipment, furniture, alterations, additions and improvements. All
trade fixtures, equipment, furniture, inventory, effects, alterations, additions and improvements
not so removed shall be deemed conclusively to have been abandoned by Tenant and may be
appropriated, sold, stored, destroyed or otherwise disposed of by Landlord at its sole discretion
upon ten (10) days notice to Tenant and, in such event, Landlord shall have no obligation to
account therefor; and Tenant shall pay Landlord for all reasonable expenses incurred in connection
with such property, including, but not limited to, the cost of repairing any damage to the Building
or the Leased Premises caused by the removal of such property. Tenant’s obligation to observe and
perform this covenant shall survive the expiration or other termination of this Lease.










 



27




ARTICLE 17.00 EMINENT DOMAIN




     If all of the Leased Premises is taken by exercise of the power of eminent domain (or conveyed
by Landlord in lieu of such exercise), this Lease shall terminate on a date (the “Termination
Date”) which is the earlier of the date upon which the condemning authority takes possession of the
Leased Premises or the date on which title to the Leased Premises is vested in the condemning
authority. If more than twenty-five percent (25%) of the Rentable Area of the Leased Premises is
so taken, Tenant shall have the right to cancel this Lease by written notice to Landlord given
within thirty (30) days after the Termination Date. If all or substantially all of Landlord’s
Property is so taken, Landlord may cancel this Lease by written notice to Tenant given within
thirty (30) days after the Termination Date. In the event of any such taking, the entire award
shall be paid to Landlord, and Tenant shall have no right or claim to any part of such award;
provided, however, Tenant shall have the right to assert a claim against the condemning authority
in a separate action for (a) Tenant’s moving expenses and (b) leasehold improvements paid for by
Tenant.




ARTICLE 18.00 DAMAGE AND DESTRUCTION




     18.01 General. The parties hereto mutually agree that if the Leased Premises are
partially or totally destroyed or damaged by fire or otherwise, then Landlord (subject to being
able to obtain all necessary permits and approvals therefor) shall repair and restore the Leased
Premises as soon as is reasonably practicable to substantially the same condition in which the
Leased Premises existed before such damage; provided that if the insurance proceeds collected or
collectible and available to Landlord to pay the cost of such repairs and restorations by Landlord
as a consequence of such destruction or damage are less than the cost of such repairs and
restorations as estimated by Landlord’s architect, Landlord shall not be obligated to commence or
perform such repairs and restorations, and this Lease upon notice by Landlord to Tenant shall at
the option of Landlord terminate unless Tenant undertakes (in form and upon terms satisfactory to
Landlord) to pay the difference between such estimated cost and such insurance proceeds. If,
however, the Leased Premises are completely destroyed or so










 



28



damaged that Landlord cannot reasonably restore or rebuild within (4) months subsequent to the
receipt of the insurance proceeds therefor to substantially the same condition in which the Leased
Premises were before such damage, then Landlord shall not be required or rebuild or restore, and
this Lease shall be terminable by Landlord or Tenant by serving written notice upon the other
party. In any event, if repairs have not been commenced within thirty (30) days after the date of
damage, this Lease may be terminated by Tenant serving notice upon Landlord following the
expiration of such thirty (30) days, but in no event may Tenant terminate this Lease after such
repairs have been commenced by Landlord.




          18.02
Abatement. In the event the Leased Premises are
completely or partially destroyed or so damaged by fire or other
hazard that the Leased Premises cannot be reasonably used by
Tenant or can only be partially used by Tenant and this Lease is
not terminated as above provided, there shall be a proportionate abatement of rent.




          18.03 Restoration During the Last Nine (9) Months. Anything in Section 18.01 to the contrary notwithstanding, if,
within nine (9) months prior to the expiration of the Term or any
extension thereof of this Lease the Leased Premises shall be
damaged or destroyed by fire or otherwise and the estimated cost
of restoration exceeds Twenty-Five Thousand Dollars ($25,000)
unless Tenant has or does exercise any option it holds for an
additional term, Landlord shall be under no obligation to repair
and restore the Leased Premises, and at the election of Landlord
by notice to Tenant the Lease shall terminate.




          18.04 Tenant’s Obligation Upon Restoration. In the
event of damage or destruction to the Leased Premises and unless
this Lease is terminated by Landlord or Tenant as provided in
this Article 18, Tenant shall, as soon as possible, repair, re-decorate and re-fixture the interior of the Leased Premises in a
manner and to at least a condition equal to that existing prior
to its destruction or casualty, and Tenant shall thereupon re-open the entire Leased Premises for business.










 



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ARTICLE 19.00 SUBORDINATION




     19.01 General. This Lease and Tenant’s rights under
this Lease are subject and subordinate to any ground or
underlying lease (including, without limitation, the CCIDA
Lease), mortgage, indenture, first deed of trust or other lien
encumbrance (including, without limitation, the Mortgage),
together with any renewals, extensions, modifications,
consolidations and replacements of any of same now or after the
Commencement Date affecting or placed, charged or enforced
against the Building or all or any portion of Landlord’s
Property, or any interest of Landlord and/or CCIDA in any of
same, or Landlord’s and/or Bondholder’s interest in this Lease
and the leasehold estate created by this Lease (except to the
extent any such instrument will expressly provide that this Lease
is superior to such instrument). This provision shall be self-operative and no further instrument of subordination shall be
required in order to effect it. Nevertheless, Tenant or Tenant’s
attorney-in-fact designated by Tenant in writing from time to
time shall execute, acknowledge and deliver to Landlord, at any
time and from time to time, upon demand by Landlord, CCIDA or
Bondholder, such reasonable documents as may be requested by
Landlord, CCIDA or Bondholder, as the case may be, or any ground
or underlying lessor, or any mortgagee, to confirm or effect any
such subordination so long as such documents do not obligate
Tenant to any additional responsibilities or liabilities not
already contained in this Lease. Notwithstanding the foregoing,
Tenant’s agreement that the Lease is subordinate to each mortgage
covering the Landlord’s Property shall be conditioned the holder
of such mortgage executing an agreement that such holder will not
disturb the Tenant’s use and occupancy of the Leased Premises
provided that the Tenant continues to perform and comply with all
of the terms, covenants and conditions of this Lease on the part
of the Tenant to be performed and complied with.




     19.02 Attornment. Tenant agrees that in the event that any holder of any
ground or underlying lease (including, without limitation, the CCIDA Lease), mortgage (including,
without limitation, the Mortgage), deed of trust, or other encumbrance encumbering any part of
Landlord’s Property succeeds to Landlord’s interest in the Leased Premises, Tenant shall pay to
such holder all rents subsequently payable under this Lease. Further, Tenant agrees that in the
event of the enforcement by










 



30



the trustee or the beneficiary under or holder or owner of any such mortgage, deed of trust, or
land or ground lease of the remedies provided for by law or by such mortgage, deed of trust, or
land or ground lease, Tenant will, upon written request of any person or party succeeding to the
interest of Landlord as a result of such enforcement, automatically become the tenant of, and
attorn to, such successor in interest without change in the terms or provisions of this Lease.
Upon request by such successor in interest or by CCIDA or Bondholder, and without cost to Landlord
or such successor in interest or CCIDA or Bondholder, Tenant or Tenant’s attorney-in-fact
designated by Tenant in writing from time to time shall execute, acknowledge and deliver an
instrument or instruments confirming the attornment.




ARTICLE 20.00 ENTRY BY LANDLORD




     Landlord, its agents, employees, and contractors may enter the Leased Premises at any time in
response to an emergency and at reasonable hours otherwise after twenty-four (24) hours notice to
(a) inspect the same, (b) exhibit the same to prospective purchasers, lenders or tenants, (c)
determine whether Tenant is complying with its obligations under this Lease, (d) perform any act
permitted to be performed by Landlord according to the terms of this Lease, (e) post notices of
non-responsibility or similar notices, or (f) make repairs required or permitted to be made by
Landlord under the terms of this Lease or repairs to any adjoining space or utility services or
make repairs, alterations or improvements to any other portion of the Building; provided, however,
all such work shall be done as promptly as reasonably possible and so as to cause as little
interference to Tenant as reasonably possible. Tenant by this Article 20.00 waives any claim
against Landlord, its agents, employees or contractors for damages for: any injury or
inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment
of the Leased Premises and, unless caused by Landlord’s negligent or willful act or omission, any
other loss occasioned by such entry. Landlord shall at all times have and retain a key with which
to unlock all doors in, on, or about the Leased Premises (excluding Tenant’s vaults, safes and
similar sensitive areas reasonably designated in writing by Tenant in advance). Landlord shall
have the right to use any and all means that Landlord may reasonably deem proper to














 





31



open doors in and to the Leased Premises in order to obtain entry to the Leased Premises in a
situation deemed an emergency by Landlord. Any entry to the Leased Premises obtained by Landlord
by any means permitted under this Article 20.00 shall not under any circumstances be construed or
deemed to be a forcible or unlawful entry into a detainer of the Leased Premises or an eviction,
actual or constructive, of Tenant from the Leased Premises, or any portion of the Leased Premises,
nor will any such entry entitle Tenant to damages or an abatement of Base Monthly Rent, Additional
Rent, or other charges that this Lease requires Tenant to pay. Notwithstanding anything contained
herein, Landlord’s right of entry under this article shall be subject to restrictions and
limitations imposed on Tenant under any laws, regulations or contracts of the United States
protecting national security.




ARTICLE 21.00 INDEMNIFICATION, WAIVER AND RELEASE




     21.01 Indemnification. Tenant shall neither hold nor attempt to hold Landlord, CCIDA
or Bondholder, or any of the respective principals, officers, directors, employees or agents
thereof, liable for, and Tenant shall indemnify and hold harmless Landlord, CCIDA and Bondholder
and all of their respective principals, officers, directors, employees and agents from and against,
any and all demands, claims, causes of action, liabilities, fines, penalties, damages (including,
without limitation, attorneys’ fees and disbursements) incurred in connection with loss of life,
personal injury or property damage to the extent proximately caused by Tenant which results
proximately from the following:



          (a) the use or occupancy or manner of use or occupancy of the Leased Premises or any other part of Landlord’s Property by Tenant or any person
claiming under Tenant;




          (b) any activity, work or thing, done, permitted or suffered by Tenant to be done in or about
the Leased Premises or elsewhere on Landlord’s Property;




          (c) any acts, omissions or negligence of Tenant
or any person claiming under Tenant, or the contractors, agents, employees, invitees or visitors of
Tenant, or any such person; or










 



32




          (d) any breach, violation or nonperformance, by Tenant or any person claiming under Tenant,
or the employees, agents, contractors, invitees or visitors of Tenant or of any such person
claiming under Tenant, of any term, covenant or provision of this Lease or of any law, ordinance or
governmental requirement; except for any damage, loss of life or personal injury or on the Leased
Premises which is proximately caused by or results proximately from the negligence, deliberate act
or omission of Landlord or its employees.




     If any action or proceeding is brought against Landlord, CCIDA or Bondholder or any of their
respective principals, officers, directors, employees or agents by reason of any such claim for
which Tenant has indemnified Landlord, Tenant, upon notice from Landlord, CCIDA or Bondholder, as
the case may be, may defend the same at Tenant’s expense with counsel reasonably satisfactory to
Landlord, CCIDA or Bondholder, as the case may be. If Tenant determines not to defend the same,
Tenant shall so notify Landlord, CCIDA and Bondholder as the case may be in which event the said
parties shall be entitled to defend the same with counsel satisfactory to them with the Tenant
liable for the cost of the same.



     21.02 Waiver and Release. Tenant, as a material part of the consideration to Landlord
for this Lease, by this Section 21.02 waives and releases all claims against Landlord, its
principals, officers, directors, employees or direct agents (but specifically excluding any third
party independent contractors) with respect to all matters for which Landlord has disclaimed
liability pursuant to the provisions of this Lease. Except for any damage or injury to person or
property on the Leased Premises that is proximately caused by or results proximately from the
negligent or deliberate act or omission of Landlord or its employees, Tenant covenants and agrees
that Landlord and its principals, officers, directors, agents and employees shall not any time or
to any extent whatsoever be liable, responsible or in any way accountable for any loss, injury,
death or damage (including consequential damages) to person, property or Tenant’s business
occasioned by theft, act of God, public enemy, injunction, riot, strike, insurrection, war, court
order beyond the Landlord’s control, requisition, order of governmental body or authority beyond
the Landlord’s control, fire, explosion, falling objects, steam, water, rain or snow, leak or flow
of









 



33

water (including fluid from the elevator system), rain or snow from or into part of Landlord’s
Property or from the roof, street, subsurface or from any other place, or by dampness, or from the
breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances,
plumbing, air conditioning or lighting fixtures of Landlord’s Property, or from construction,
repair or alteration or any other premises in the Building, the Leased Premises or any part of
Landlord’s Property; or from any acts or omissions of any other tenant, occupancy or visitor of
Landlord’s Property, or from any cause beyond Landlord’s control.




ARTICLE 22.00 SECURITY DEPOSIT. Intentionally Omitted.




ARTICLE 23.00 QUIET ENJOYMENT




     Landlord covenants and agrees with Tenant that so long as Tenant pays the Rent and observes
and performs all the terms, covenants and conditions of this Lease on Tenant’s part to be observed
and performed, Tenant may peaceably and quietly enjoy the Leased Premises, and Tenant’s possession
will not be disturbed by anyone claiming by, through or under Landlord subject, nevertheless, to
the terms and conditions of this Lease, the CCIDA Lease, the Assignment of CCIDA Lease and the
Mortgage.



ARTICLE 24.00 EFFECT OF SALE




     A sale, conveyance or assignment of the Building or Landlord’s Property, or of Landlord’s
interest therein or of Landlord’s interest in the CCIDA Lease, shall operate to release Landlord
from liability from under this Lease and after the effective date of such sale, conveyance or
assignment upon all of the covenants, terms and conditions of this Lease, express or implied,
except those liabilities that arose prior to such effective date, and, after the effective date of
such sale, conveyance or assignment, Tenant shall look solely to Landlord’s successor in interest
in and to this Lease. This Lease shall not be affected by any such sale, conveyance or assignment,
and Tenant shall attorn to Landlord’s successor in interest to this Lease.









 



34


ARTICLE 25.00 DEFAULT




     25.01 Events of Default. The following events are referred to collectively as “Events
of Default” or individually as an “Event of Default”:



          (a) Tenant defaults in the due and punctual payment of Rent, and such default continues for ten (10) days after written notice from Landlord;
provided, however, Tenant shall not be entitled to more than two (2) notices for monetary defaults
during any twelve (12) month period;




          (b) Tenant abandons the Leased Premises;




          (c) This Lease or the Leased Premises or any part of the Leased Premises is taken upon
execution or by other process of law directed against Tenant, or are taken upon or subject to any
attachment at the instance of any creditor or claimant against Tenant, and the attachment is not
discharged or disposed of within fifteen (15) days after its levy;




          (d) Tenant files a petition in bankruptcy or insolvency or for reorganization or arrangement
under the bankruptcy laws of the United States or under any insolvency act of any state, or admits
the material allegations of any such petition by answer or otherwise, or is dissolved or makes an
assignment for the benefit of creditors;




          (e) Involuntary proceedings under any such bankruptcy law or insolvency act or for the dissolution of tenant are instituted against Tenant, or
a receiver or trustee is appointed for all or substantially all of the property of Tenant, and such
proceeding is not dismissed or such receivership or trusteeship vacated within sixty (60) days
after such institution or appointment;




          (f) Tenant fails to take possession of the Leased Premises on the Commencement Date of the
term; or




          (g) Tenant breaches any of the other material agreements, terms, covenants or conditions
which this Lease










 



35



requires Tenant to perform, and such breach continues for a period of thirty (30) days after notice
from Landlord to Tenant; or if such breach cannot reasonably be cured within such thirty (30) day
period, Tenant fails promptly within said thirty (30) day period to commence and proceed diligently
and in good faith to cure such breach and fails to complete such cure within a reasonable time.




     25.02 Landlord’s Remedies. If any one or more Events of Default set forth in
Section 25.01(a) - (g) shall occur, then Landlord has the right, at its election:



          (a) to give Tenant written notice of Landlord’s intention to terminate this Lease on the earliest date permitted by law or on any later date
specified in such notice, in which case Tenant’s right to possession of the Leased Premises shall
cease and this Lease shall be terminated, except as to Tenant’s liability, as if the termination
date specified in such notice were the original Expiration Date of the Term; or




          (b) upon written notice, and whether or not Landlord terminates the Lease as provided in
subsection (a) hereinabove, to re-enter, take possession of the Leased Premises or any part of the
Leased Premises, re-possess the same, expel Tenant and those claiming through or under Tenant, and
remove the effects of both or either, and, for such purposes, performing such acts as Landlord
shall deem reasonably necessary, without being liable for prosecution, without being deemed guilty
of any manner of trespass, and without prejudice to any remedies for arrears of Base Monthly Rent
or other amounts payable under this Lease or as a result of any preceding breach of covenants or
condition; or




          (c) without further demand or notice, to cure any Event of Default and to charge Tenant for
the reasonable cost of effecting such cure, including, without limitation, attorneys’ fees and
disbursements and interest on the amount so advanced at the rate set forth in Section 26.22;
provided, however, Landlord shall have no obligation to cure any such Event of Default of Tenant.




     25.03 Right to Relet. Should Landlord elect to re-enter as provided in
subsection (b), or should Landlord take









 



36



possession pursuant to legal proceedings or pursuant to any notice provided by law, Landlord may,
from time to time, without terminating this Lease, relet the Leased Premises or any part of the
Leased Premises in Landlord’s or Tenant’s name, but for the account of Tenant, for such term or
terms (which may be greater or less than the period which would otherwise have constituted the
balance of the Term) and on such conditions and upon such other terms (which may include
concessions of free rent and alternation and repair of the Leased Premises) as Landlord, in its
sole discretion, may determine, and Landlord may collect and receive all Rent. Landlord shall in
no way be responsible or liable for any failure to relet the Leased Premises or any part of the
Leased Premises, or for any failure to collect any Rent due upon such reletting. No such re-entry
or taking possession of the Leased Premises by Landlord shall be construed as an election on
Landlord’s part to terminate this Lease unless an express written notice of such election is given
to Tenant. No notice from Landlord under this Section or under a forcible or unlawful entry and
detainer statute or similar law shall constitute an election by Landlord to terminate this Lease
unless such notice specifically so states. Landlord reserves the right following any such re-entry
or reletting to exercise its right to terminate this Lease by giving Tenant such written notice, in
which event this Lease shall terminate as specified in such notice.



     25.04 Certain Damages. In the event that Landlord does not elect to terminate this
lease as permitted in subsection (a) of Section 25.02, but instead elects to take possession as
provided in subsection (b) of Section 25.02, Tenant shall pay to Landlord: (a) Base Monthly Rent
and other sums as provided in this Lease, which would be payable under this Lease if such
repossession had not occurred, less (b) the net proceeds, if any, of any reletting of the Leased
Premises after deducting all Landlord’s reasonable expenses in connection with such reletting,
including, without limitation, all reasonable repossession costs, brokerage commissions, attorneys’
fees and disbursements, expenses of employees, alteration and repair costs and expenses of
preparation for such reletting. If, in connection with any reletting, the new lease term extends
beyond the existing Term, or the premises covered by such new lease include other premises not part
of the Leased Premises, a fair apportionment of the rent received from such reletting and the
expenses incurred in




 












 




37


connection with such reletting as provided in this Section shall be made by Landlord in determining
the net proceeds from such reletting, and any rent concessions shall be equally apportioned over
the term of the new lease. Tenant shall pay such rent and other sums to Landlord monthly on the
date on which the Base Monthly Rent would have been payable under this Lease if possession had not
been retaken, and Landlord will be entitled to receive such rent and other sums from Tenant on
each such day.




     25.05 Continuing Liability After Termination. If this
Lease is terminated on account of the occurrence of an Event of
Default, Tenant shall remain liable to Landlord for damages in an
amount equal to Base Monthly Rent and other amounts which would
have been owing by Tenant for the balance of the Term, had this
Lease not been terminated, less the net proceeds, if any, of any
reletting of the Leased Premises by Landlord subsequent to such
termination, after deducting all Landlords expenses in connection
with such reletting, including, without limitation, the expenses
enumerated in Section 25.04. Landlord shall be entitled to
collect such damages from Tenant monthly on the day on which Base
Monthly Rent and other amounts would have been payable under this
Lease if this Lease had not been terminated, and Landlord shall
be entitled to receive such Base Monthly Rent and other amounts
from Tenant on each such day. Alternatively, at the option of
Landlord, in the event this Lease is so terminated, Landlord
shall be entitled to recover against Tenant as aggregate damages
an amount which, at the time of such termination of this Lease,
represents the excess of the aggregate of Base Monthly Rent and
all other Rent payable by Tenant that would have accrued for the
balance of the Term over the aggregate rental value of the Leased
Premises (such rental value to be computed on the basis of a
tenant paying not only a rent to Landlord for the use and
occupation of the Leased Premises, but also such other charges as
are required to be paid by Tenant under the terms of this Lease)
for the balance of such term, both discounted to present value at
the lesser of eight percent (8%) or the discount rate of the New
York Federal Reserve Bank on the date of the Event of Default.



     25.06 Cumulative Remedies. Any suit or suits for the
recovery of the amounts and damages set forth in Sections 25.04
and 25.05 may be brought by Landlord, from time to time, at
Landlord’s election, and nothing in this Lease will be deemed to
require Landlord to await the date upon which this lease or the









 



38



term would have expired had there occurred no Event of Default. Each right and remedy provided for
in this Lease is cumulative and is in addition to every other right or remedy provided for in this
Lease or now or after the Date existing at law or in equity or by statute or otherwise, and the
exercise or beginning of the exercise by Landlord of any one or more of the rights or remedies
provided for in this Lease or now or after the Date existing at law or in equity or by statute or
otherwise will not preclude the simultaneous or later exercise by Landlord of any or all other
rights or remedies provided for in this Lease or now or after the Date existing at law or in equity
or by statute or otherwise. All costs and expenses paid or incurred by Landlord in collecting or
attempting to collect any amounts and damages owning by Tenant pursuant to the provision of this
Lease or to enforce or attempt to enforce any provision of this Lease, including, without
limitation, reasonable attorneys’ fees from the date any such matter is turned over to an attorney,
whether or not one or more actions are commenced by Landlord, will also be recoverable by Landlord
from Tenant.



     25.07 Right of Redemption. Tenant hereby waives any right of redemption under any
existing or future statute or case law.



     25.08 Default by Landlord. Landlord shall be deemed to
have defaulted under the terms of this Lease in the event that
the Landlord breaches any of the material agreements, terms,
covenants or conditions which this Lease requires Landlord to
perform, and such breach continues for a period of thirty (30)
days after notice from Tenant to Landlord; or if such breach
cannot reasonably be cured within such thirty (30) day period,
Landlord fails promptly within said thirty (30) day period to
commence and proceed diligently and in good faith to cure such
breach and fails to complete such cure within a reasonable time.



ARTICLE 26.00 MISCELLANEOUS




     26.01 No Offer. This Lease is submitted to Tenant on the understanding that it will
not be considered an offer and will not bind Landlord in any way until: (a) Tenant has duly
executed and delivered duplicate originals to Landlord and (b) Landlord has duly executed and
delivered one of such originals to Tenant.









 



39


     26.02. Intentionally omitted.



     26.03 No Construction Against Drafting Party.
Landlord and Tenant acknowledge that each of them and their
counsel have had an opportunity to review this Lease and that
this Lease will not be construed against Landlord merely because
Landlord has prepared it.



     26.04 Time of the Essence. Time is of the essence of
each and every provision of this Lease.



     26.05 No Recordation. Tenant’s recordation of this Lease or any memorandum or short
form of it will be void and a default under this Lease.



     26.06 No Waiver. The waiver by either party of any
agreement, condition or provision contained in this Lease shall
not be deemed to be a waiver of any subsequent breach of the same
or any other agreement, condition or provision contained in this
Lease, nor will any custom or practice that may involve or arise
between the parties in the administration of the terms of this
Lease be construed to waive or to lessen the right of either
party to insist upon performance by the other party in strict
accordance with the terms of this Lease. The subsequent
acceptance of Rent by Landlord will not be deemed to be a waiver
of any preceding breach by Tenant of any agreement, condition or
provision of this Lease, other than the failure of Tenant to pay
the particular Rent so accepted, regardless of Landlords’
knowledge of such preceding breach at the time of acceptance of
such Rent.



     26.07 Limitation on Recourse. Tenant specifically agrees to look solely to Landlord’s
interest in Landlord’s Property for the recovery of any judgments from Landlord. Landlord (and its
shareholders, principals, agents, officers, directors and employees) shall not be personally liable
for any such judgments. The provisions contained in the preceding sentences are not intended to,
and shall not, limit any right that Tenant might otherwise have to obtain injunctive relief against
Landlord or relief in any suit or action in connection with enforcement or collection of amounts
which may become owing or payable under or on account of insurance maintained by Landlord.




 











 




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     26.08 Estoppel Certificates. At any time and from time to time but within
fifteen (15) days after written request by Landlord, CCIDA or Bondholder, Tenant shall execute,
acknowledge and deliver to Landlord, CCIDA, Bondholder, as the case may be, a certificate
certifying (a) that this Lease is unmodified and in full force and effect or, if there have been
modifications, that this Lease is in full force and effect, as modified, and stating the date and
nature of each modification, (b) the date, if any, to which Base Monthly Rent and other sums
payable under this Lease have been paid; and (c) that no notice has been given to Landlord of any
default that has not been cured, except as to defaults specified in the certificate. Any such
certificate may be relied upon by any prospective purchaser or existing or prospective mortgagee of
the Building or any part of Landlord’s Property.



     26.09 Landlord’s Acknowledgment and Consent. Landlord
hereby acknowledges that it does not have any current rights,
lien or security interest in any of Tenants personal property to
be located at the Leased Premises, which acknowledgment shall be
deemed in favor of Chase Bank or any other secured lender of the
Tenant and Landlord agrees that Chase Bank and any other secured
lender may come upon the Landlord=s Property for purposes of
enforcement of any security interest in such personal property
given by Tenant and Tenant hereby consents to the same. Landlord
further agrees that it will, from time to time, execute such
acknowledgment and consent agreements as to any such personal
property of the Tenant located within the Leased Premises as
Chase Bank or such other lender may reasonably request in
connection with the extension of credit to Tenant. The Landlord
further acknowledges that it will not have in the future any
rights, lien or security interest in the Tenant’s personal
property to be located at the Leased Premises by virtue of such
Property being located on Landlord’s Property in the absence of:
(i) a voluntary grant of a security interest by the Tenant; (ii)
the obtaining by the Landlord of a judgment against the Tenant
and the creation of a judgment lien in such personal property as
provided by law; or (iii) a court order or judgment providing the
Landlord with any such lien as provided by law. Nothing
contained herein shall preclude Landlord from enforcing any legal
right or remedy against Tenant or Tenant’s personal property in
the event of any default hereunder by the Tenant.









 



41


     26.10 No Merger. The voluntary or other surrender of this Lease by Tenant or
the cancellation of this Lease by mutual agreement of Tenant and Landlord or the termination of
this Lease on account of Tenant’s default shall not cause a merger, and shall, at Landlord’s
option, (a) terminate all or any subleases and subtenancies, or (b) operate as an assignment to
Landlord of all or any subleases or subtenancies. Landlord’s option under this Section 26.10 shall
be exercised by notice to Tenant and all known sublessees or subtenants in the Leased Premises or
any part of the Leased Premises.



     26.11 Holding Over. Tenant shall have no right to
remain in possession of all or any part of the Leased Premises
after the expiration or earlier termination of the Term. If
Tenant remains in possession of all or any part of the Leased
Premises after the expiration of the Term, with the express or
implied consent of Landlord: (a) such tenancy shall be deemed to
be a periodic tenancy from month-to-month only; (b) such tenancy
shall not constitute a renewal or extension of this Lease for any
further term; and (c) such tenancy may be terminated by Landlord
upon the earlier of (i) thirty (30) days prior written notice or
(ii) the earliest date permitted by law. If Tenant, with or without the express or implied consent
of Landlord, remains in possession of all or any part of the Leased Premises after the expiration
of the Term, Base Monthly Rent shall be increased to an amount equal to one hundred ten percent
(110%) of the Base Monthly Rent payable during the last month of the Term, and any other sums due
under this Lease shall be payable in the amount and at the times specified in this Lease. Such
month-to-month tenancy or any other hold-over tenancy shall be subject to every other term,
condition, and covenant in this Lease.



     26.12 Notices. Any notice, request, demand, consent,
approval or other communication required or permitted under this
Lease shall be in writing and shall be deemed to have been given
when personally delivered or deposited in any depository
regularly maintained by the United State Postal Service, postage
prepaid, certified mail, return receipt requested, addressed to
the party for whom it is intended at its address set forth in
Article 1.00. Either Landlord or Tenant may add additional
addresses or change its address for purposes of receipt of any
such communication by giving (10) days prior written notice of









 



42



such change to the other party in the manner prescribed in this Section 26.12.



     26.13 Severability. If any provision of this Lease is determined to be
illegal, invalid or unenforceable, the remainder of this Lease shall not be affected by such
finding, and in lieu of each provision of this Lease that is illegal, invalid or unenforceable, a
provision shall be added as a part of this Lease as similar in terms to such illegal, invalid or
unenforceable.



     26.14 Written Amendment Required. No amendment,
alteration, modification of or addition to this Lease shall be
valid or binding unless and until expressed in writing and signed
by the Landlord and Tenant and by CCIDA and Bondholder. Tenant
agrees to make any modifications of the terms and provision of
this Lease require or requested by any lending institution
providing financing for the Building or Landlord’s Property, as
the case may be, provided that no such modifications shall
materially adversely affect Tenant’s rights and obligations under
this Lease.



     26.15 Entire Agreement. This Lease, including all
Exhibits hereto contain the entire understanding and agreement
between Landlord and Tenant and may be amended only by subsequent
written agreement in accordance with the terms and conditions of
this Lease. No promises, warranties or representations, except
as expressly and specifically contained in the Lease, have been
made to Tenant respecting the condition of the Leased Premises or
the manner of operating the Building or Landlord’s Property or
respecting anything else whatsoever.



     26.16 Captions. The captions of the various Articles
and Sections of this Lease are for convenience only and do not
necessarily define, limit, describe or construe the contents of
such Articles or Sections.



     26.17 Notice of Landlord’s Default. In the event of
any alleged default in the obligation of Landlord under this
Lease, Tenant shall deliver to Landlord a written notice stating
the full details of the alleged default, and Landlord shall have
thirty (30) days following receipt of such notice to cure such
alleged fault or, in the event of the alleged default cannot
reasonably be cured within a thirty (30) day period, to commence




 











 





43



action to cure and proceed diligently to cure such alleged default. A copy of such notice to
Landlord shall be sent to CCIDA, Bondholder and any holder of a mortgage or other encumbrance on
the Building or Landlord’s Property of which tenant has been notified in writing, and CCIDA,
Bondholder and any such holder shall also have the same time periods to cure such alleged default.




     26.18 Authority. Tenant and the party executing this
Lease on behalf of Tenant each represents to Landlord that such
party is authorized to execute this Lease for and on behalf of
Tenant and thereby to bind Tenant to all of the terms and conditions of this Lease.



     26.19 Brokers. Landlord and Tenant respectively represent and warrant to each other that neither of them has consulted or negotiated with any broker or finder with regard to
the Leased Premises except the Broker named in Article 1.00 (v), if any. Each party shall indemnify the other against and hold the other harmless from any claims for fees or commissions from anyone with whom either of them has consulted or negotiated with
regard to the Leased Premises except the Broker. Landlord shall pay any fees or commissions due the Broker named in Article 1.00 (v), if any.



     26.20 Governing Law; Arbitration as to Matters other than Non-Payment of Rent and Additional Rent. This Lease will be
governed by and construed and interpreted pursuant solely to the
laws of the State of New York. Except for matters involving the
failure of the Tenant to pay Rent hereunder as to which the
Tenant shall be subject to remedies at law and in equity and
summary proceedings to dispossess the Tenant from the Leased
Premises as provided in the Real Property Actions and Proceedings
law of the State of New York, any dispute or controversy under
and pursuant to this Lease or arising out of the Tenant’s use and
occupancy of the Leased Premises shall be submitted to American
Arbitration Association for resolution or any other comparable
organization or association in the event that the American
Arbitration Association is not in existence. The award of the
arbitrator may be enforced in accordance with the law of the
State of New York.









 



44


     26.21 Force Majeure. Landlord shall have no liability to Tenant (nor shall Tenant
have any right to terminate this Lease except as otherwise set forth herein) nor shall Tenant have
any liability to Landlord because of a party’s failure to perform any of its obligations in the
Lease if such failure is due to reasons beyond Landlord’s or Tenant’s reasonable control,
including, without limitation, strikes or other labor difficulties; inability to obtain necessary
governmental permits and approvals (including building permits or certificates of occupancy);
unavailability or scarcity of materials; war; riot; civil insurrection; accidents; acts of God; and
governmental preemption in connection with a national emergency or other governmental action. If
Landlord or Tenant fails to perform its obligations because of any reasons beyond Landlord’s or
Tenant’s reasonable control (including those enumerated above), the period for Landlord’s or
Tenant’s performance shall be extended day for day for the duration of such cause of Landlord’s
failure. Except as otherwise set forth herein, if a force majeure prevents a party from performing
a material obligation under and pursuant to this Lease for a period of three (3) months, the other
party shall have the option of terminating this Lease on written notice to party who is prevented
from performing such material obligation under this Lease by reason of force majeure.
Notwithstanding anything contained herein, the parties agree that no force majeure shall excuse the
Tenant from paying Base Rent or Additional Rent as set forth in this Lease all of which shall be
absolutely and unconditionally due and payable at the respective times set forth in this Lease and
no force majeure shall be grounds for the Tenant to claim that the Tenant is unable to pay such
Base Rent or Additional Rent (except to the extent that Rent is to be abated as expressly provided
in this Lease) or thus provide the Tenant with any right to cancel or terminate this Lease.



     26.22 Late Payments. Any payment of Rent, including,
but not limited to, Base Monthly Rent, that is not received by
Landlord within fifteen (15) days after it is due shall accrue
interest at a charge of the Prime Rate plus two percent (2%) per
annum (but in no event in an amount in excess of the maximum rate
allowed by applicable law) from the date on which it was due
until the date on which it is paid in full with accrued interest.









 



45


     26.23 No Easements for Air or Light. Any diminution or shutting off of light, air or view by any structure which may be
erected on lands adjacent to the Building shall in no way affect this leases or impose any liability on Landlord.



     26.24 Tax Credits. Landlord shall be entitled to claim and obtain all tax credits and depreciation attributable to
leasehold improvements to the Leased Premises to the extent that the Tenant has not paid directly for same.



     26.25 Relocation of the Leased Premises — Intentionally omitted.



     26.26 Certain Fees. Intentionally omitted.



     26.27 Binding Effect. The covenants, conditions and agreements contained in the Lease
shall bind and inure to the benefit of Landlord and Tenant and their respective heirs,
distributees, executors, administrators, successors, and, except as otherwise provided in this
Lease, their assigns. Landlord and Tenant have executed this Lease as of the day and year first
above written.



ARTICLE 27.00 — Additional Space.




     During the Term of this Lease and any extension thereof, the Tenant shall have the option to Lease any available space in the Buildings provided
that the Tenant pays to the Landlord the Base Annual Rent and Base Monthly Rent applicable to such
space as set forth in Exhibit B in addition to all other items of Additional Rent applicable
thereto together with all costs of renovation of the portions of the Buildings that the Tenant is
desirous of leasing.



ARTICLE 28.00 — Surrender of Space.




     During the Term of this Lease and any extension thereof, the Tenant shall have the right to
surrender space in the Buildings to the Landlord provided that the amount of space surrendered at
any one time shall not be less than 10,000 square feet of contiguous space. As to any space so
surrendered, the









 



46



Tenant shall be required to construct the appropriate demising wall and separate all utilities as
to such space bringing such utilities to the outer walls of the space so surrendered. The Landlord
and Tenant further agree that Tenant’s rights to surrender space in the Buildings shall be subject
to the following limitations:



          A. The Tenant shall not be entitled to surrender any space until the second (2nd) anniversary date of the Commencement Date;



          B. The Tenant shall only be able to surrender space at the end of an annual anniversary date of the Commencement Date;



          C. The Tenant shall be required to give at least six (6) months written notice of the surrender of space to the Landlord;



          D. No space may be surrendered in Building No. 1 (also known as Building #100) as set forth in Exhibit A (the corporate headquarters building to be utilized by the Tenant) without the Landlord’s consent;



          E. Space may only be surrendered in increments of 10,000 square feet and only 10,000 square feet of space may be surrendered at the end of any single anniversary date of the Commencement Date;



          F. The maximum amount of space which may be surrendered during the Term of the Lease or any renewal thereof shall be equal to 30,000 square
feet of space; and



          G. To the extent that the Tenant surrenders space in a building (e.g., Building No. 2 also known as Building # 300), the Landlord shall have the right at the Landlord’s cost
and expense to relocate the Tenant from a building the Tenant is partially occupying (e.g., Building No. 4 also known as Building # 500) to the space that the Tenant has surrendered provided that
the amount of space from which the Landlord desires to relocate the Tenant is equal to or less than the space which the Tenant has surrendered.









 



47


          H. As part of such surrender, to the extent that there are tenant build-out costs for such
space which are not used by the next tenant of the space so surrendered, the Tenant will reimburse
the Landlord for the unamortized cost of such tenant build-out costs which shall be computed
assuming that all tenant build-out costs are amortized over a term of ten (10) years with interest
at 7.15% per annum measured from the Commencement Date, which amount will be equal to determining
the remaining principal balance of a loan in an amount of the tenant build-out costs amortized over
ten (10) years with interest at the rate of 7.15% per annum. By way of example and not by way of
limitation, if the tenant build-out costs applicable to the space surrendered are $50,000, and such
space is surrendered after three (3) years of the Term applicable thereto, the remaining
unamortized portion of the tenant build-out costs would be $38,533.93, which amount is equal to the
remaining principal balance of a loan in the original principal amount of $50,000 amortized over
ten (10) years with interest at the rate of 7.15% per annum after thirty-six (36) monthly payments
of such loan have been paid.



ARTICLE 29.00 Renewal.




     29.01. Tenant’s Right of Renewal. Tenant shall have the option to extend the Term of
this Lease for an additional five (5) years upon all the same terms and conditions as herein
provided including the Base Annual Rent and Base Monthly Rent. If Tenant exercises said option,
Tenant shall have the option to extend the Term of this Lease for a second additional five (5)
years upon all of the same terms and conditions as herein set forth except that the Base Annual
Rent and the Base Monthly Rent during such renewal term shall be increased by ten percent (10%). In
the event the Tenant desires to extend the Term of this Lease as set forth above, Tenant shall
provide Landlord with notice of the exercise of such options at least six (6) months prior to the
expiration of the Term of this Lease or the expiration of the first five (5) year extension, as the
case may be, and, upon the service of said notice, the Term of this Lease shall be extended upon
all of its terms and conditions for an additional five (5) years without the necessity of the
execution of any further instrument or document, provided, however, that if at either the date upon
which the Tenant exercises such option of renewal or









 



48



the date of the expiration of the then current Term of this Lease, Tenant is in default beyond any
grace period herein provided in the performance of any of the terms or provisions of this Lease,
the extension of the Term of this Lease shall, at the option of the Landlord, be and become null
and void.



     29.02. No Further Renewal Right. In the event that the Tenant renews this Lease as
set forth above, the Tenant shall have no further right to renew this lease following the
expiration of the second renewal term, it being the intention of the parties that the Tenant shall
have the right to renew the Term of this Lease as described above for no more than ten (10) years
beyond the expiration of the initial term of this Lease.



ARTICLE 30.00 Contingencies




     This Lease is contingent upon the Landlord satisfying the contingencies set forth in Exhibit
D annexed hereto and made a part hereof. If each contingency set forth in Exhibit D is not
satisfied with the time period for such contingency set forth in Exhibit D, the Landlord shall
have the right to either: (i) waive such contingency and provide notice of the waiver of such
contingency to the Tenant in which event this Lease shall no longer be contingent upon the
satisfaction of such contingency; or (ii) cancel this Lease and provide notice to the Tenant of
such cancellation in which event neither party shall have further rights or obligations under and
pursuant to this Lease.



     IN WITNESS WHEREOF, the Landlord and Tenant have executed this Lease by their respective duly
authorized officers.



	 	 	 	 	 	 	 	 
	LANDLORD:	 	TENANT:	 
	 
	 	 	 	 	 	 	 
	SONWIL DEVELOPMENT GROUP, L.L.C.	 	IMAGING AND SENSING
 TECHNOLOGY CORPORATION	 
	 
	 	 	 	 	 	 	 
	By:

	 	/s/ Stuart J. Wilson
	 	By:
	/s/ Illegible	 
	 

	 	 
	 	 	 	 
	 

	 	Stuart J. Wilson, Member
	 	 	Name:  
	Illegible	 
	 

	 	 	 	 	Office:  
	Chairman / CEO	 


















 





49





STATE OF NEW YORK)

COUNTY OF ERIE          ) ss.:




     On this 3rd day of December, 1999, before me personally came Stuart J. Wilson, to me
personally known, who, being by me duly sworn, did depose and say that he resides at 289 Reist
Street, Williamsville, New York; that he is a member of of SONWIL DEVELOPMENT GROUP, L.L.C., the
limited liability company described in, and which executed the within Instrument; and that he
signed his name thereto by order of the members of the said limited liability company.



	 	 	 	 	 
	 	 	 
	 	/s/ Elsie T. Strabel
 	 
	 	Notary Public  	 
	 	ELSIE T. STRABEL

Notary Public, State of New York

Qualified in Erie County 

My Commission Expires March 30, 2000 	 
	 



STATE OF NEW YORK           )

COUNTY OF CHEMUNG        ) ss.:





     On this 1st day of December, 1999, before me
personally came Philip C. (Illegible), to me personally known, who, being by me duly sworn, did
depose and say that he resides at
167 Jennings Rd., Horseheads, Town of Veteran, Chemung Co., New York;
that he is the Chairman — C.E.O. of IMAGING AND SENSING TECHNOLOGY CORPORATION, the corporation
described in, and which executed the within Instrument; and that he signed his name thereto by
order of the Board of Directors of said corporation.



	 	 	 	 	 
	 	 	 
	 	/s/ Barbara J. Flatt
 	 
	 	Notary Public 	 
	 	BARBARA J. FLATT

Notary Public, State of New York

No. 4937487, Reg. in Chemung Co.

Commission Expires 7-25-2000 	 









 



50

	 	 	 	 	 





     The undersigned hereby consent to the foregoing Lease.



	 	 	 	 	 	 	 	 	 
	BONDHOLDER:	 	 	 	CHEMUNG COUNTY INDUSTRIAL
	 	 	 	 	 	 	DEVELOPMENT AGENCY
	NAME:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 
	 	By:	 	 
	 

	 	 

Name:
	 	 	 	 	 	 

Name:
	 

	 	Title:
	 	 	 	 	 	Title:
	 

	 	Date:
	 	 	 	 	 	Date:












 



 


EXHIBIT
A





	Landlord  	: 	 Sonwil Development Group, L.L.C.
	Tenant  	: 	 Imaging and Sensing Technology Corporation





Page
1 of 6




     The Landlord’s Property has the following Legal Description:



     ALL THAT TRACT OR PARCEL OF LAND situate in the Town of Big Flats, County of Chemung and State
of New York, bounded and described as follows:



     COMMENCING at the intersection of the westerly boundary of Kahler Road and the northerly
boundary of Daniel Zenker Drive Extension;



     THENCE westerly and southwesterly along said northerly boundary of Daniel Zenker Drive
Extension, a distance of 2,224.67 feet to the southwesterly corner of Lot 4 of Airport Industrial
Park as shown on Case Map No. 3111 as filed in the Chemung County Clerk’s Office, being the POINT
OF BEGINNING of this description;



     THENCE continuing along said northerly boundary of Daniel Zenker Drive Extension, the
following three (3) courses:




	 	1.	 	S 60°08’49” W, a distance of 265.85 feet to a point;
	 
	 	2.	 	Along a curve to the right having a radius of 1050.00 feet, a
chord bearing of S 73°38’49” W and a chord distance of 490.24 feet,
an arc distance of 494.80 feet to a point;
	 
	 	3.	 	S 87°08’49” W, a distance of 173.35 feet to the southeasterly
corner of lands now or formerly of “Rhodes” (See Liber 677 of Deeds, Page
1154);
















 





EXHIBIT
A




	 	 	 
	Landlord

	 : 	Sonwil Development Group,
L.L.C.
	Tenant

	 : 	Imaging and Sensing Technology
Corporation






Page 2 of 6



Legal Description, continued


     THENCE
N 00°38’54” W along the easterly boundaries of said
lands of “Rhodes” (See Liber 677 of
Deeds, Page 1154) and lands now or formerly of “Lewis” (see Liber 811 of Deeds, Page 168), a
distance of 850.60 feet to a point;



     THENCE N 65°56’23” E, a distance of 775.92 feet to the west line of Lot 4 of Airport
Industrial Park;



     THENCE
S 11°09’49” E, along the westerly boundary of said Lot 4, being lands now or
formerly of “The Chemung County Industrial Development Agency” (See Fiche 860 of Deeds, Page 62), a
distance of 905.02 feet to the POINT OR PLACE OF BEGINNING;



     BEING 17.457 acres of land, more or less,



     RESERVING, however a permanent easement for access to and maintenance of a levee and
appurtenances along Curthrie Run (a creek) bounded and described as follows:



     BEGINNING at an iron pin set at the southwesterly corner of Lot 5 of Airport Industrial Park
as described above;



     THENCE N 00°38’54” W, along the easterly boundary of lands now or formerly of
“Rhodes” (See Liber 677 of Deeds, Page 1154), a distance of 799.35 feet to a point;



 









 





EXHIBIT A



	 	 	 
	Landlord

	 : 	Sonwil Development Group, L.L.C.
	Tenant

	 : 	Imaging and Sensing Technology Corporation






Page
3 of 6 

Legal Description, continued




     THENCE passing through said Lot 5, the following six (6) courses:




	 	1.	 	N 65°57’54” E, a distance of 36.08 feet to a point;
	 
	 	2.	 	S 07°30’35” E, a distance of 369.09 feet to a point;
	 
	 	3.	 	S 16°15’20” E, a distance of 172.24 feet to a point;
	 
	 	4.	 	S 25°29’20” E, a distance of 122.16 feet to a point;
	 
	 	5.	 	S 19°53’00” E, a distance of 153.62 feet to a point;
	 
	 	6.	 	S 51°08’08” E, a distance of 21.70 feet to a point;





     THENCE along said northerly boundary of Daniel Zenker Drive Extension, the following two (2)
courses:




	 	1.	 	Along a non-tangent curve to the right having a
radius of 1,050.00 feet, a chord bearing of
S 85°15’33” W and a chord bearing 69.18 feet, an arc distance of 69.20 feet
to an iron pin set;
	 
	 	2.	 	S 87°08’49” W, a distance of 173.35 feet to the
POINT OR PLACE OF BEGINNING.





     BEING 1.999 acres of land, more or less.




 









 





EXHIBIT A




	 	 	 
	Landlord

	 : 	Sonwil Development Group, L.L.C.
	Tenant

	 : 	Imaging and Sensing
Technology Corporation






Page 4 of 6



Reduced Copy of Survey Showing the Landlord’s Property





			
	Note:	 	The Landlord’s Property is Designated Parcel 5A
containing 17.457 acres











 









 






EXHIBIT
A




	 	 	 
	Landlord

	 : 	Sonwil Development Group, L.L.C.
	Tenant

	 : 	Imaging and Sensing
Technology Corporation






Page 4 of 6



Reduced Copy of Survey Showing the Landlord’s Property





			
	Note:	 	The Landlord’s Property is Designated Parcel 5A
containing 17.457 acres











 









 








EXHIBIT A



	 	 	 
	Landlord

	 : 	Sonwil Development Group, L.L.C.
	Tenant

	 : 	Imaging and Sensing Technology Corporation








Page 5 of 6




     The Leased Premises is defined as the Tenant’s space in the Buildings as follows:



	 	 	 
	Building No. 1
(# 100)

	 : 	15,324 square foot office building to be
used as Tenant’s corporate headquarters.
	 
	 	 
	Building No. 2
(# 300)

	 : 	30,000 square foot building to be used
for light manufacturing, warehouse, distribution and
related purposes together with office uses.
	 
	 	 
	Building No. 3
(# 500)

	 : 	30,000 square foot building to be used
for light manufacturing, warehouse, distribution and
related purposes together with office uses.
	 
	 	 
	Building No. 4 (# 200)

	 : 	40,000 square foot of space in the
building containing, in total, 40,000 square feet of space,
which space in the building to be used for light
manufacturing, warehouse, distribution and related purposes
together with office uses.







			
	Note:	 	The total space to be occupied by the Tenant as of the Commencement Date is 115,324 square
feet of space from the 115,324 Rentable Area of the Buildings.






			
	Note:	 	The location of each of the Buildings is shown in Page 6 of this Exhibit A.






 









 














 









 








EXHIBIT A




	 	 	 
	Landlord

	 : 	Sonwil Development Group, L.L.C.
	Tenant

	 : 	Imaging and Sensing
Technology Corporation






Page 6 of 6



Reduced Copy of Survey Showing the Leased Premises and the Buildings





			
	Note:	 	The Landlord’s Property is Designated Parcel 5A
containing 17.457 acres






			
	Note:	 	The Leased Premises consists of all the space in the Buildings shown













 











 





EXHIBIT B




	 	 	 
	Landlord

	 : 	Sonwil Development Group, Inc.
	Tenant

	 : 	Imaging and Sensing Technology Corporation






Page 1 of 8




     The Base Annual Rent and the Base Monthly Rent to be paid by the Tenant to the
Landlord with respect to each of the Buildings is as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Per Square Foot	 	Base Annual	 	Base Monthly
	Building	 	Base Annual Rent	 	Rent	 	Rent
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Building No. 1 (# 100)
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Corporate Headquarters
— 15,324 sq.ft.
	 	$	9.70	 	 	$	148,642.80	 	 	$	12,386.90	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Building No. 2 (# 300)
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sensor and Control Products
— 30,000 sq.ft.
	 	$	5.75	 	 	$	172,500.00	 	 	$	14,375.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Building No. 3 (# 500)
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Electro Optical — 30,000
sq.ft.
	 	$	5.85	 	 	$	175,500.00	 	 	$	14,625.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Building No. 4 (# 200)
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Visual Imaging — 10,000
sq.ft.
	 	$	5.85	 	 	$	58,500.00	 	 	$	4,875.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Visual Imaging 5,000 sq.ft.
	 	$	4.42	 	 	$	22,099.92	 	 	$	1,841.66	 






 









 





EXHIBIT B




	 	 	 
	Landlord

	 : 	Sonwil Development Group, Inc.
	Tenant

	 : 	Imaging and Sensing Technology Corporation







Page 2 of 8




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Per Square Foot	 	 	Base Annual	 	 	Base Monthly
	Building	 	Base Annual Rent	 	 	Rent	 	 	Rent
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Building No. 4
(con’t) (# 200)
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Analytical Lamps — 15,000 sq.ft.
	 	$	5.75	 	 	$	86,250.00	 	 	$	7,187.50	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	High Current Switch
— 10.000 sq.ft.
	 	$	5.85	 	 	$	58.500.00	 	 	$	4.875.00	 
	 	 	 	 	 	 	 	 	 	 
	Totals (all Buildings)
	 	 	 	 	 	$	721,992.72	 	 	$	60,166.06	 






     The parties acknowledge that the above amounts for Base Annual Rent and Base Monthly
Rent were based upon the Landlord receiving financing with respect to Landlord’s Project at
an interest rate of 7.15% per annum with payments computed on the basis of a fifteen (15)
year amortization period. The parties further acknowledge that, by reason of the Landlord
receiving certain tax exempt financing through the Chemung County Industrial Development
Agency based on the Tenant’s use of the Leased Premises, the interest rate with respect to
Landlord’s financing may be less than 7.15% per annum with the benefits of such lower
financing resulting in a reduced Base Rent to the Tenant as set forth herein.



 









 





EXHIBIT B




	 	 	 
	Landlord

	 : 	Sonwil Development Group, Inc.
	Tenant

	 : 	Imaging and Sensing Technology Corporation






Page 3 of 8




     Based on the foregoing, the parties agree that the Base Annual Rent and Base Monthly Rent to
be paid by the Tenant to the Landlord during each Lease Year of the original Term of the Lease
(being the Term for 10 years) shall be reduced by the difference between:




(i) the annual amount of interest payable by Landlord to its bank or other financial
institution with respect to the Landlord’s financing utilizing an assumed interest
rate of 7.15% per annum and an amortization period of fifteen (15) years; and




(ii) the actual amount of interest payable by Landlord to its bank or other
financial institution with respect to the Landlord’s financing utilizing the actual
interest rate charged to Landlord and an amortization period of fifteen (15) years.



     The reduction in Base Annual Rent shall be determined as set forth above and divided by twelve
(12) to determine the reductions in Base Monthly Rent.



     The parties acknowledge and agree that the 7.15% per annum rate set forth herein is an assumed
rate for purposes of computing the reductions in rent payable by Tenant. No modifications in the
Base Rent shall be made if a greater or lesser interest rate is actually obtained by Landlord
except to the extent set forth herein.



     In the event of any refinancing by the Landlord, the above reductions in rent shall be
re-computed. In such case, the parties agree that the Base Annual Rent and Base Monthly Rent to be
paid by the Tenant to the Landlord during each Lease Year of the original Term of the Lease or
portions thereof following




 











 





EXHIBIT B




	 	 	 
	Landlord

	 :  	Sonwil Development Group, Inc.
	Tenant

	 :  	Imaging and Sensing Technology Corporation






Page 4 of 8



such re-financing shall be reduced by the difference between:





(i) the annual amount of interest payable by Landlord to its bank or other financial
institution with respect to the Landlord’s financing utilizing an assumed interest
rate of 7.15% per annum for the balance of the original amortization period of
fifteen (15) years; and




(ii) the actual amount of interest payable by Landlord to its bank or other
financial institution with respect to the Landlord’s financing following such
refinancing utilizing the actual interest rate charged to Landlord for the balance
of the original amortization period of fifteen (15) years.


No refinancing undertaken by the Landlord shall operate to reduce the amount of reductions in the
Base Rent payable by Tenant by reason of the tax exempt financing obtained by Landlord resulting
from Tenant’s use of the Leased Premises.




     The above reductions in rent shall be applicable solely with respect to the original ten (10)
year Term of the Lease. In the event that the Tenant exercises its right to renew the term of this
Lease and there was a rate change with respect to the Landlord’s financing as is anticipated at the
end of the tenth (10th) year of the term of such financing, a similar calculation would
be made to determine the difference in the interest payable by Landlord for the balance of the
original fifteen (15) year amortization period if there was no tax exempt financing available to
Landlord and the interest actually payable by Landlord with respect to the Landlord’s financing for
the remainder of the original fifteen (15) year amortization period. In such event, Tenant would
receive the difference between the amount of interest payable by Landlord had there been no tax



 









 





EXHIBIT B



	 	 	 
	Landlord

	 :  	Sonwil Development Group, Inc.
	Tenant

	 :  	Imaging and Sensing Technology Corporation






Page 5 of 8



exempt financing and the amount of interest actually payable by Landlord by reason of such tax
exempt financing.




     Notwithstanding anything contained herein, to the extent that tax exempt financing is no
longer applicable to Landlord’s financing through no fault of the Landlord (e.g.,
based on Tenant’s change in use of the Leased Premises or otherwise), the above reductions in
rent shall no longer be applicable.



     By way of example, and not by way of limitation, in the event that Landlord obtains financing
in the sum of $5,024,690 with respect to the Project, the total amount of interest payable by
Landlord with respect to such financing at an assumed interest rate of 7.15% per annum and an
amortization period of fifteen (15) years would be $352,996.30 during the first year of the term of
such financing (being deemed for purposes of this example to be the same as the first Lease Year)
as set forth in the partial amortization schedule set forth in Page 7 of this Exhibit B. In the
event that Landlord obtains tax exempt financing such that the interest rate with respect to
Landlord’s financing is 6.00% per annum, the interest payable by Landlord with respect to such
financing utilizing a fifteen (15) year amortization period is $295,683.64 during the first year of
the term of such financing (being deemed for purposes of this example to be the same as the first
Lease Year) as set forth in the partial amortization schedule set forth in Page 8 of this Exhibit
B. The difference in such interest payments is $57,312.66 for such Lease Year. In such case,
Tenant’s Base Annual Rent for such year shall be reduced by $57,312.66. Tenant’s Base Monthly Rent
shall thus be reduced by the sum of $4,776.05 per month during such Lease Year. A similar procedure
shall be utilized to calculate the reduction in Tenant’s Base Rent during each Lease Year.



 









 





EXHIBIT B




	 	 	 
	Landlord

	 :  	Sonwil Development Group, Inc.
	Tenant

	 :  	Imaging and Sensing Technology Corporation






Page 6 of 8




     Continuing with the same example, in the event that there was a rate change with respect to
the Landlord’s financing at the end of the tenth (10th) year of the term of such
financing, a similar calculation would be made to determine the difference in the interest payable
by Landlord for the balance of the original fifteen (15) year amortization period if there was no
tax exempt financing available to Landlord and the interest actually payable by Landlord with
respect to the Landlord’s financing for the remainder of the original fifteen (15) year
amortization period.



     Notwithstanding anything contained in this Lease, any extra fees and expenses incurred by the
Landlord in obtaining tax exempt financing shall be paid by the Tenant or advanced by the Tenant to
the Landlord or to the third party to whom the same are to be paid.



[End of Page; the next page is page 7]





 











 





EXHIBIT B




	 	 	 
	Landlord

	:	 Sonwil Development Group, Inc.
	Tenant

	:	Imaging and Sensing Technology Corporation






Page 7 of 8




Loan Amortization Schedule




Loan Terms




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principle Amount
	 	$	5,024,690.00	 	 	Number of Payments	 	 	180	 
	Annual Interest rate
	 	 	7.15	%	 	Payment Amount	 	$	45,585.76	 
	Payments Per Year
	 	 	12	 	 	 	 	 	 	 	 	 
	Term in Years
	 	 	15	 	 	 	 	 	 	 	 	 
	Balloon Payment
	 	$	0.00	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payment	 	 	 	 	 	 	 	 	 
	Number	 	Principle	 	 	Interest	 	 	Balance	 
	0
	 	 	 	 	 	 	 	 	 	$	5,024,690.00	 
	1
	 	$	15,646.98	 	 	$	29,938.78	 	 	$	5,009,043.02	 
	2
	 	$	15,740.21	 	 	$	29,845.55	 	 	$	4,993,302.81	 
	3
	 	$	15,833.99	 	 	$	29,751.76	 	 	$	4,977,468.82	 
	4
	 	$	15,928.34	 	 	$	29,657.42	 	 	$	4,961,540.48	 
	5
	 	$	16,023.24	 	 	$	29,562.51	 	 	$	4,945,517.24	 
	6
	 	$	16,118.72	 	 	$	29,467.04	 	 	$	4,929,398.52	 
	7
	 	$	16,214.76	 	 	$	29,371.00	 	 	$	4,913,183.76	 
	8
	 	$	16,311.37	 	 	$	29,274.39	 	 	$	4,896,872.39	 
	9
	 	$	16,408.56	 	 	$	29,177.20	 	 	$	4,880,463.84	 
	10
	 	$	16,506.33	 	 	$	29,079.43	 	 	$	4,863,957.51	 
	11
	 	$	16,604.68	 	 	$	28,981.08	 	 	$	4,847,352.83	 
	12
	 	$	16,703.61	 	 	$	28,882.14	 	 	$	4,830,649.22	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Interest
	 	 	 	 	 	$	352,996.30	 	 	 	 	 






 









 





EXHIBIT B




	 	 	 
	Landlord

	:	Sonwil Development Group, Inc.
	Tenant

	:	Imaging and Sensing Technology Corporation






Page 8 of 8




Loan Amortization Schedule




Loan Terms




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principle Amount
	 	$	5,024,690.00	 	 	Number of Payments	 	 	180	 
	Annual Interest rate
	 	 	6.00	%	 	Payment Amount	 	$	42,401.19	 
	Payments Per Year
	 	 	12	 	 	 	 	 	 	 	 	 
	Term in Years
	 	 	15	 	 	 	 	 	 	 	 	 
	Balloon Payment
	 	$	0.00	 	 	 	 	 	 	 	 	 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payment	 	 	 	 	 	 	 	 	 
	Number	 	Principle	 	 	Interest	 	 	Balance	 
	0
	 	 	 	 	 	 	 	 	 	$	5,024,690.00	 
	1
	 	$	17,277.74	 	 	$	25,123.45	 	 	$	5,007,412.26	 
	2
	 	$	17,364.13	 	 	$	25,037.06	 	 	$	4,990,048.13	 
	3
	 	$	17,450.95	 	 	$	24,950.24	 	 	$	4,972,597.18	 
	4
	 	$	17,538.20	 	 	$	24,862.99	 	 	$	4,955,058.98	 
	5
	 	$	17,625.89	 	 	$	24,775.29	 	 	$	4,937,433.08	 
	6
	 	$	17,714.02	 	 	$	24,687.17	 	 	$	4,919,719.06	 
	7
	 	$	17,802.59	 	 	$	24,598.60	 	 	$	4,901,916.47	 
	8
	 	$	17,891.61	 	 	$	24,509.58	 	 	$	4,884,024.86	 
	9
	 	$	17,981.07	 	 	$	24,420.12	 	 	$	4,866,043.79	 
	10
	 	$	18,070.97	 	 	$	24,330.22	 	 	$	4,847,972.82	 
	11
	 	$	18,161.33	 	 	$	24,239.86	 	 	$	4,829,811.50	 
	12
	 	$	18,252.13	 	 	$	24,149.06	 	 	$	4,811,559.36	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Interest
	 	 	 	 	 	$	295,683.64	 	 	 	 	 








 









 








EXHIBIT C




	 	 	 
	Landlord

	:	Sonwil Development Group, Inc.
	Tenant

	:	Imaging and Sensing Technology Corporation






Page 1




Landlord’s Work




          The Landlord’s Work shall consist of constructing the Buildings together with all related site
work and interior improvements of the Leased Premises in accordance with the drawings set forth in
Pages 3 through 12 of this Exhibit C, copies of which have been provided to the Tenant and the
Landlord’s Standard Tenant Work Letter which is made a part of this Exhibit as Pages 13 and 14 of
this Exhibit C. Such work is to be modified as set forth on Page 15 and on Pages 16 and 17 of this
Exhibit C. To the extent that mechanical systems are not shown in such drawings, the systems to be
constructed shall be those systems described in a certain agreement between Sonwil Distribution
Center, Inc. and the Tenant dated January 19, 1999 (the “Agreement”).




          The parties acknowledge and agree that portions of the Work set forth in the drawings
identified as part of this Exhibit C are to be furnished, installed and constructed by the Tenant
at the Tenant’s cost and expense as set forth in such drawings and as set forth in this Exhibit C.




          The Landlord and Tenant further acknowledge and agree that there have been certain revisions
to the Work as shown on such drawings from that contained in the Agreement. The parties shall
determine the net aggregate amount of such additions or deletions no later than sixty (60) days
following the date of Substantial Completion of the last of the Buildings to be constructed. There
shall be no change in the Base Rent notwithstanding any such changes. To the extent there are
aggregate cost savings based on such changes in the Landlord’s Work from that set forth in the
Agreement, the Landlord shall pay the Tenant the amount thereof together with a mark-up of 15% of
such amount. To the extent there are aggregate cost increases based on such changes in the
Landlord’s Work from that set forth





 









 








EXHIBIT C




	 	 	 
	Landlord

	:	Sonwil Development Group, Inc.
	Tenant

	:	Imaging and Sensing Technology Corporation






Page 2




Landlord’s Work



in the Agreement, the Tenant shall pay the Landlord the amount thereof together with a mark-up of
15% of such amount.




          All materials shall be new. The Landlord’s Work shall be constructed in accordance with
applicable laws, rules, regulations and building codes. The Landlord shall cause all contractors
constructing the Leased Premises to warrant all work and materials for one (1) year unless a
manufacturer’s warranty is less than or greater than one (1) year in which event such
manufacturer’s warranty shall be applicable. The Tenant shall have the benefit and be subject to
all of the burdens of each applicable contractor’s warranty and manufacturer’s warranty as to the
items of the Landlord’s Work. In the event that the Landlord fails or refuses to enforce any
applicable contractor’s or manufacturer’s warranty pertinent to Leased Premises, the same shall be
deemed assigned to and enforceable by the Tenant to the extent that the same is pertinent to the
Leased Premises or any component thereof.




          The Landlord shall achieve Substantial Completion of the Buildings as follows: Building No. 1
(#100) by January 10, 2000; Building No. 2 (#300) by December 31, 1999; Building No. 3 (#500) by
December 3, 1999; and Building No. 4 (#200) by January 28, 2000.




[End of Page 2; the next page is page 3]





 











 





EXHIBIT
C




	 	 	 	 	 
	Landlord

	 	:
	 	 Sonwil Development Group, Inc.
	Tenant

	 	:
	 	 Imaging and Sensing Technology Corporation






Page
3




Landlord’s
Work



     The drawings and specifications which define the Landlord’s Work are itemized as
follows:



     Building and Related Drawings Prepared by or under the direction of Carmina
Silverstri Architects:




	 	 	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	___

	 	Face Sheet
	 	___	 	 	 	 	 	 
	 

	 	Sonwil Development Group, LLC	 	 	 	 	 	 	 	 
	 

	 	Building #100	 	 	 	 	 	 	 	 
	 

	 	Dated June 23, 1999	 	 	 	 	 	 	 	 
	 

	 	C.S Architect Project	 	 	 	 	 	 	 	 
	 

	 	No. 99009.02	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	T-l

	 	Tables
	 	3/18/99	 	 	 	 	 	 
	SP-1

	 	Site Layout Plan
	 	3/19/99
	 	8/26/99
	 	 	1	 
	SP-2

	 	Grading and Drainage Plan
	 	3/24/99
	 	4/29/99

8/26/99	 	 	 	 
	SP-3

	 	Sanitary Sewer and Waterline Plan
	 	3/24/99	 	 	 	 	 	 
	SP-4

	 	Site Details
	 	3/24/99	 	 	 	 	 	 
	SP-5

	 	Sanitary Sewer and Waterline Details
	 	3/24/99	 	 	 	 	 	 
	LP-1

	 	Site Landscape Plan
	 	3/19/99
	 	4/27/99
	 	 	1	 
	S-l

	 	Foundation/Floor Plan (#100)
	 	3/23/99
	 	4/08/99	 	 	 	 
	S-2

	 	Roof Framing Plan (#100)
	 	3/23/99
	 	4/08/99	 	 	 	 






 









 






EXHIBIT
C




	 	 	 	 	 
	Landlord

	 	:
	 	 Sonwil Development Group, Inc.
	Tenant

	 	:
	 	 Imaging and Sensing Technology Corporation






Page
4




	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	S-3
	 	General Notes (#100)	 	3/23/99	 	 	 	 
	S-4
	 	Typical Details (#100)	 	3/23/99	 	 	 	 
	S-5
	 	Sections (#100)	 	3/23/99	 	4/08/99	 	 
	A-l
	 	Floor Plan (#100)	 	3/25/99	 	4/08/99	 	 
	A-2
	 	Rough Plan (#100)	 	3/25/99	 	4/08/99	 	 
	 
	 	 	 	 	 	5/13/99	 	 
	A-3
	 	Exterior Elevations (#100)	 	3/25/99	 	4/08/99	 	 
	 
	 	 	 	 	 	5/13/99	 	 
	A-4
	 	Wall Sections (#100)	 	3/25/99	 	4/08/99	 	 
	 
	 	 	 	 	 	5/13/99	 	 
	A-5
	 	Wall Sections (#100)	 	3/25/99	 	4/08/99	 	 
	 
	 	 	 	 	 	5/13/99	 	 
	A-6
	 	Details & Door Schedule (#100)	 	3/25/99	 	4/08/99	 	 
	 
	 	 	 	 	 	5/13/99	 	 
	—
	 	Face Sheet	 	—	 	 	 	 
	 
	 	Sonwil Development Group, LLC	 	 	 	 	 	 
	 
	 	Building #200
 High Current Switch,	 	 	 	 	 	 
	 
	 	Visual Imaging Systems, Analytical Lamps	 	 	 	 	 	 
	 
	 	Dated June 23, 1999	 	 	 	 	 	 
	 
	 	C.S Architect Project	 	 	 	 	 	 
	 
	 	No. 99009.03	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	S-1
	 	Foundation/Floor Plan (#200)	 	3/25/99	 	6/12/99	 	 
	 
	 	 	 	 	 	6/24/99	 	 
	S-2
	 	Roof Framing Plan (#200)	 	3/23/99	 	4/08/99	 	 
	S-3
	 	General Notes (#200)	 	3/23/99	 	 	 	 
	S-4
	 	Typical Details (#200)	 	3/23/99	 	 	 	 






 









 






EXHIBIT
C




	 	 	 	 	 
	Landlord

	 	:
	 	 Sonwil Development Group, Inc.
	Tenant

	 	:
	 	 Imaging And Sensing Technology Corporation






Page
5




	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	S-5

	 	Sections (#200)
	 	3/23/99	 	 	 	 
	A-1

	 	Floor Plan (#200)
	 	6/10/99
	 	4/08/99	 	 
	 

	 	 	 	 	 	6/17/99	 	 
	A-2

	 	Roof Plan (#200)
	 	3/25/99
	 	4/08/99	 	 
	 

	 	 	 	 	 	6/17/99	 	 
	A-3

	 	Exterior Elevations (#200)
	 	3/25/99
	 	4/08/99	 	 
	 

	 	 	 	 	 	6/17/99	 	 
	A-4

	 	Wall Sections (#200)
	 	3/25/99
	 	4/08/99	 	 
	A-5

	 	Wall Sections (#200)
	 	3/25/99
	 	4/08/99	 	 
	 

	 	 	 	 	 	6/17/99	 	 
	A-6

	 	Wall Sections and Details (#200)
	 	3/25/99
	 	4/08/99	 	 
	 

	 	 	 	 	 	6/17/99	 	 
	A-7

	 	Details & Door Schedule (#200)
	 	6/10/99
	 	4/08/99	 	 
	 

	 	 	 	 	 	6/17/99	 	 
	—

	 	Face Sheet	 	— 	 	 	 	 
	 

	 	Sonwil Development Group, LLC	 	 	 	 	 	 
	 

	 	Building #300	 	 	 	 	 	 
	 

	 	Sensor & Control Products	 	 	 	 	 	 
	 

	 	Dated June 23, 1999	 	 	 	 	 	 
	 

	 	C.S Architect Project	 	 	 	 	 	 
	 

	 	No. 99009.04	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	S-1

	 	Foundation/Floor Plan (#300)
	 	3/23/99
	 	6/21/99	 	 
	S-2

	 	Roof Framing Plan (#300)
	 	3/23/99
	 	4/08/99	 	 
	S-3

	 	General Notes (#300)
	 	3/23/99	 	 	 	 
	S-4

	 	Typical Details (#300)
	 	3/23/99	 	 	 	 
	S-5

	 	Sections (#300)
	 	3/23/99	 	 	 	 






 









 






EXHIBIT
C




	 	 	 	 	 
	Landlord

	 	:
	 	Sonwil Development Group, Inc.
	Tenant

	 	:
	 	Imaging and Sensing Technology Corporation






Page
6




	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	A-1

	 	Floor Plan (#300)
	 	3/25/99
	 	6/17/99	 	 
	A-2

	 	Roof Plan (#300)
	 	3/25/99
	 	4/08/99

6/17/99	 	 
	A-3

	 	Exterior Elevations (#300)
	 	3/25/99
	 	6/17/99	 	 
	A-4

	 	Wall Sections (#300)
	 	3/25/99
	 	6/17/99	 	 
	A-5

	 	Wall Sections (#300)
	 	3/25/99
	 	4/08/99

6/17/99	 	 
	A-6

	 	Wall Sections and Details (#300)
	 	6/09/99
	 	4/08/99

6/18/99	 	 
	A-7

	 	Details & Door Schedule (#300)
	 	6/09/99
	 	4/08/99

6/18/99	 	 
	—

	 	Face Sheet
	 	—	 	 	 	 
	 

	 	Sonwil Development Group, LLC	 	 	 	 	 	 
	 

	 	Building #500	 	 	 	 	 	 
	 

	 	Electro-Optical Products	 	 	 	 	 	 
	 

	 	Dated June 23, 1999	 	 	 	 	 	 
	 

	 	C.S Architect Project	 	 	 	 	 	 
	 

	 	No. 99009.04	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	S-1

	 	Foundation/Floor Plan (#500)
	 	3/23/99
	 	4/08/99	 	 
	S-2

	 	Roof Framing Plan (#500)
	 	3/23/99
	 	4/08/99	 	 
	S-3

	 	General Notes (#500)
	 	3/23/99	 	 	 	 
	S-4

	 	Typical Details (#500)
	 	3/23/99	 	 	 	 
	S-5

	 	Sections (#500)
	 	3/23/99	 	 	 	 






 









 






EXHIBIT
C




	 	 	 	 	 
	Landlord

	 	:
	 	Sonwil Development Group, Inc.
	Tenant

	 	:
	 	Imaging and Sensing Technology Corporation






Page
7




	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	A-1

	 	Floor Plan (#500)
	 	3/25/99
	 	6/17/99	 	 
	A-2

	 	Roof Plan (#500)
	 	3/25/99
	 	4/08/99

6/17/99	 	 
	A-3

	 	Exterior Elevations (#500)
	 	6/10/99
	 	6/17/99	 	 
	A-4

	 	Wall Sections (#500)
	 	3/25/99
	 	6/10/99

6/17/99	 	 
	A-5

	 	Wall Sections
	 	3/25/99
	 	4/08/99

6/17/99	 	 
	A-6

	 	Wall Sections and Details (#500)
	 	3/25/99
	 	6/17/99	 	 
	A-7

	 	Details & Door Schedule (#500)
	 	3/25/99
	 	4/08/99	 	 






[End of Page; The next page follows.]






 









 








EXHIBIT
C




	 	 	 	 	 
	Landlord

	 	:
	 	Sonwil Development Group, Inc.
	Tenant

	 	:
	 	Imaging and Sensing Technology Corporation






Page
8





Tenant Improvement Plans Prepared by or under the direction of Carmina Silvestri
Architects and dated June 23, 1999, revised September 17, 1999 and summarized as
follows:



Building 100 “Corporate”;




Architectural:




	 	 	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	A-1

	 	Floor Plan, Wall Types & Details
	 	7/14/99
	 	8/24/99
	 	 	2	 
	A-2

	 	Reflected Ceiling Plan & Details
	 	7/13/99
	 	8/24/99	 	 	 	 
	A-3

	 	Door Schedule, Room Finish
Schedule, Millwork Details
	 	6/23/99
	 	8/23/99	 	 	 	 
	A-4

	 	Enlarged Plans, Misc. Sections
	 	7/13/99
	 	8/27/99	 	 	 	 






Building 200 “Visual Imaging Systems”:




Architectural:




	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	A-1

	 	Floor Plan, Wall Types & Details
	 	6/23/99
	 	9/17/99	 	 
	A-2

	 	Reflected Ceiling Plan & Details
	 	6/23/99
	 	9/17/99	 	 






 









 






EXHIBIT C




	 	 	 	 	 
	Landlord

	 	:
	 	Sonwil Development Group, Inc.
	Tenant

	 	:
	 	Imaging and Sensing Technology Corporation






Page 9




Building
200 “Visual Imaging Systems”, continued:




Architectural:




	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	A-3

	 	Door Schedule, Room Finish
Schedule, Enlarged Plans;
Millwork Details & Interior
Elevations
	 	9/03/99
	 	9/17/99	 	 






Building 200 “High Current Switch”:




Architectural:




	 	 	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	A-1

	 	Floor Plan, Wall Types & Details
	 	6/22/99
	 	9/17/99
	 	 	3	 
	A-2

	 	Reflected Ceiling Plan & Details
	 	6/23/99
	 	9/17/99	 	 	 	 
	A-3

	 	Door Schedule, Room Finish
Schedule, Enlarged Plans;
Millwork Details & Interior
Elevations
	 	9/03/99
	 	9/17/99	 	 	 	 






 









 






EXHIBIT C




	 	 	 	 	 
	Landlord

	 	:
	 	Sonwil Development Group, Inc.
	Tenant

	 	:
	 	Imaging and Sensing Technology Corporation






Page 10




Building 200 “Analytical Lamps”:




Architectural:




	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	A-1

	 	Floor Plan, Wall Types & Details
	 	6/23/99
	 	9/17/99	 	 
	A-2

	 	Reflected Ceiling Plan & Details
	 	6/23/99
	 	9/17/99	 	 
	A-3

	 	Door Schedule, Room Finish
Schedule, Enlarged Plans;
Millwork Details & Interior Elevations
	 	9/03/99
	 	9/17/99	 	 






Building 300 “Sensor & Control Products”:




Architectural:




	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	A-1

	 	Floor Plan, Wall Types & Details
	 	5/31/99
	 	9/17/99	 	 
	A-2

	 	Reflected Ceiling Plan & Details
	 	6/23/99
	 	9/17/99	 	 
	A-3

	 	Door Schedule, Room Finish Schedule, Enlarged Plans;
Millwork Details & Interior Elevations
	 	9/03/99	 	 	 	 






 









 






EXHIBIT C




	 	 	 	 	 
	Landlord

	 	:
	 	Sonwil Development Group, Inc.
	Tenant

	 	:
	 	Imaging and Sensing Technology Corporation






Page 11




Building 500 “Electro-Optical Products”:




Architectural:




	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	A-1

	 	Floor Plan, Wall Types & Details
	 	6/23/99
	 	9/17/99	 	 
	A-2

	 	Reflected Ceiling Plan & Details
	 	6/23/99
	 	9/17/99	 	 
	A-3

	 	Door Schedule, Room Finish
	 	9/03/99
	 	9/17/99	 	 
	 

	 	Schedule, Enlarged Plans;	 	 	 	 	 	 
	 

	 	Millwork Details & Interior Elevations	 	 	 	 	 	 






[End of Drawings describing Landlord’s Work]





The following drawings and specifications are listed for informational purposes
only and do not describe Landlord’s Work, except as noted:




Electrical Drawings prepared by or under the supervision of Thomas Associates
Architects & Engineers, P.C.:



Building 200:




	 	 	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	E 201

	 	Electrical
	 	7/30/99
	 	9/03/99

9/24/99
	 	 	4	 
	E-202

	 	Electrical Details
and Risers
	 	7/30/99
	 	9/03/99
	 	 	5	 






 









 






EXHIBIT C




	 	 	 	 	 
	Landlord

	 	:
	 	Sonwil Development Group, Inc.
	Tenant

	 	:
	 	Imaging and Sensing Technology Corporation






Page 12







	 	 	 	 	 	 	 	 	 	 	 
	Drawing	 	 	 	 	 	 	 	 
	Number	 	Title	 	Date	 	Revised Date	 	Notes
	Building 300:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	E-301

	 	Electrical
	 	7/30/99
	 	9/08/99
	 	 	4	 
	E-302

	 	Electrical Details
and Risers .
	 	7/30/99
	 	8/24/99

9/03/99
	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	Building 500:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	E-501

	 	Electrical
	 	7/30/99
	 	9/08/99
	 	 	4	 
	E-503

	 	Electrical Details
and Risers
	 	7/30/99
	 	8/24/99

9/03/99
	 	 	5	 






Notes




          The following notations pertain to the drawings identified on Pages 3 through 12
of Exhibit C, where indicated above:




          1. All hydrogen, oxygen and nitrogen tanks and equipment, cooling towers,
evaporators, pads, fences, gates, bollards and similar equipment are to be
supplied by Tenant at its sole expense and are not part of Landlord’s Work.




          2. Drawing is modified by the unmarked drawing received from Tenant on or about
October 14, 1999, which is attached as page 15 of this Exhibit C. A revised
drawing, to be prepared by Landlord’s architect consistent with the unmarked
drawing, shall be substituted for the existing drawing. The Reception desk is to
be supplied by Tenant. Cabinets and counter tops are to be supplied as provided
in attached Standard Tenant Work Letter.




          3. Additional grade level door not shown on drawing to be supplied by Landlord.




          4. Drawing included solely to show location on electrical panels.




          5.
Electrical panels identified by (S) are to be supplied by Landlord as part of
Landlord’s Work. All other electrical panels and equipment are to be supplied by
Tenant.






















 












 





EXHIBIT C




	 	 	 	 	 
	Landlord

	 	:
	 	Sonwil Development Group, Inc.
	Tenant

	 	:
	 	Imaging and Sensing Technology Corporation






Page 13




Landlord’s Standard Tenant Work Letter









STANDARD TENANT WORK LETTER




DEMISING WALLS



Constructed with metal studs and 5/8” gypsum wallboard. Wall to extend from bottom
of metal decking to floor. All exposed wall surface shall be taped, sanded and
finished with one coat of primer and two coats of satin latex paint.




INTERIOR PARTITIONS



Constructed with 3 1/2” metal studs and 1/2” gypsum wallboard. All partition walls
to be framed 16” on centers. 10 lineal feet of partition wall per 120 sq.ft. net
space. All walls to have one prime coat of paint and two coats of satin latex paint.




CEILINGS



Ceilings to be at the height of 8’ 6” minimum throughout Ceilings to be extruded
metal grid, white on black with 2’ x 2’ lay in acoustical tile with revealed edge.




DOORS, FRAMES, HARDWARE



Main Exterior Entrance: Doors tempered 1/4” tinted plate glass. Door to
be supplied with dead bolt with paddle hardware, closure and pivot hinge top and
bottom.



Interior Doors: One interior door for every 300 sq. ft. of finished area,
doors shall be



1 3/4”x3’-0”x7’-0” solid cone Birch Veneer in metal frame, stained and varnished or
painted. Interior doors will include door stop, passage set and three hinges. There
will be two closures for every eight interior door. There will be two lock sets for
every eight interior doors. All door hardware shall be Schlage mfg. or equal, with
brushed aluminum finish.




CARPET



Standard carpeting will be 28oz. commercial grade. All carpet to be polypropylene
action backed.




“Handled with Pride and Care”




 









 





EXHIBIT C




	 	 	 	 	 
	Landlord

	 	:
	 	Sonwil Development Group, Inc.
	Tenant

	 	:
	 	Imaging and Sensing Technology Corporation






Page 14




Landlord’s Standard Tenant Work Letter




VINYL FLOOR COVERING



All vinyl floor covering to be 3/32” heavy duty commercials
grade.



CABINETS/TOPS



One lineal foot of cabinets per cach 380 net foot of floor space. Cabinets
shall consist of lower cabinets and counter top. All cabinets of plastic
laminate construction.




PLUMBING



All plumbing fixtures for a ladies and men’s rest room to be commercial grade
and will comply with all local ordinances and handicap accessible.




HEATING AND COOLING



Forced air/heat system. One heating/cooling zone for approximately every 3,000
sq.ft. of net space, depending upon location within building. Relative humidity
controlled between 25% and 55%. System is designed to maintain 70 degrees F.
when outside temperature is 90 degrees F. and 70 degrees F. when outside
temperature is zero degrees F. A programmable thermostat unit will be installed
in each finished tenant area.




LIGHTING



In finished areas a 2’ x 4’ three tube lay in fixture will be supplied for every
100 sq. ft. Lighting will yield on average of 65 foot candles. Each room will
have one light switch. Fixtures arc parabolic, electronic ballasts with T-8
energy efficient lamps.




ELECTRICAL OUTLETS



For each 150 sq. ft. of finished area two duplex outlets will be
provided.




ELECTRICAL DISTRIBUTION



Electrical service to consist of 125 amps. 3 phase, 120/208 volt, all wiring to
comply with New York Fire Underwriter code.




“Handled with Pride and Care”





 









 








     



 









 





     




 



















 





EXHIBIT C




	 	 	 
	Landlord 

	 : 	Sonwil Development Group, Inc.
	Tenant 

	 : 	Imaging and Sensing Technology Corporation






Page 16




Landlord’s Work




     The Landlord and Tenant further acknowledge and agree that, with respect to the additional
5,000 square feet of space located in Building No. 4 (#200) being leased by Tenant for its
Visual Imaging Systems division, the following shall apply:




	 	1.	 	The ceiling will be painted white.
	 
	 	2.	 	The walls will be painted white.
	 
	 	3.	 	Electricity shall be pulled from the adjacent space.
	 
	 	4.	 	Lighting will be equal to the production area for the
building located at 400 Sonwil Drive, Cheektowaga, New York
leased by IST Conax Nuclear, Inc. from Sonwil Distribution
Center, Inc.
	 
	 	5.	 	Landlord to install:






120 volt duplex plugs;

2 plugs by dock door;

2 plugs in middle of facility, one on each wall; and

2 plugs in front of facility.




	 	6.	 	One truck level door, 8’x9’, with dock leveler, seal and
bumpers shall be installed equal to others being installed.
	 
	 	7.	 	The floor will be sealed.
	 
	 	8.	 	No entrance doors will be installed in the front portion of
the Building as to such space. The entrance door in the
rear portion in the Building as to such space will be
installed.
	 
	 	9.	 	Switching for lighting will be installed so that electricity
can be turned on for half of the space with a separate
breaker or breakers to reduce electrical costs.




 









 











EXHIBIT C




	 	 	 
	Landlord 

	 : 	Sonwil Development Group, Inc.
	Tenant 

	 : 	Imaging and Sensing Technology Corporation






Page 17




Landlord’s Work





	 	10.	 	Demising Wall will be located from H-4 to H-2 with no
demising wall installed from H-2 to the rear wall of the
Building as shown on drawing A-l for Building # 200 for
Visual Imaging Systems.
	 
	 	11.	 	Main MDP for Building #200 will have 200 A (480/277 V 3p)
breaker installed for future use by Tenant.





[End of Page 17; End of Exhibit C]




 









 








EXHIBIT D




	 	 	 
	Landlord 

	 : 	Sonwil Distribution Center, Inc.
	Tenant 

	 : 	Imaging and Sensing Technology Corporation






CONTINGENCIES, Page 1




     This Lease is contingent upon the following:




	 	A.	 	Landlord obtaining and closing on construction and permanent
financing for the construction of the Buildings, the related
site improvements and the Landlord’s Work and all matters
incidental thereto including, but not limited to,
procurement of all building and other permits necessary to
construct the Buildings, the said site improvements and the
Landlord’s Work. In the event that the Landlord does not
obtain and/or close on such construction and permanent
financing, the Landlord shall have the option to cancel and
terminate this Lease upon written notice to the Tenant and,
in the event of such cancellation, this Lease shall be
canceled and terminated and neither party shall have any
further rights or obligations hereunder.
	 
	 	B.	 	The Landlord being able to acquire the Landlord’s Property
at no cost to it other than legal fees and other normal real
estate transfer expenses.
	 
	 	C.	 	The Landlord’s Property being satisfactory to Landlord and
its lender with respect to the construction of the
Landlord’s Work based on environmental, wetlands,
geotechnical and other site-related studies.
	 
	 	D.	 	The plans which the Landlord has prepared with respect to
the Landlord’s Work being approved by Corning Consumer
Products, Inc. in accordance with its agreement with the
CCIDA and the Landlord being able to obtain all necessary
and required permits and approvals from governmental
authorities to construct the Landlord’s Work.





[End of Schedule]