Unassociated Document


     

    EXHIBIT
10.2

    [EXECUTION
COPY]       

    


    AGREEMENT
OF LEASE

    


    BETWEEN

    


    ONE-TWO
JERICHO PLAZA OWNER, LLC,

    LANDLORD

    


    AND

    


    NATHAN’S
FAMOUS SERVICES, INC.,

    TENANT

    


    Premises
located at

    One
Jericho Plaza

    Jericho,
New York 11753

    


    Dated:
September 11, 2009


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Article
      1

                                                  	 
      
	
                                                    Demised
      Premises and Lease Term

                                                  	
                                                    1

                                                  
	 
      	 
      
	
                                                    Article
      2

                                                  	 
      
	
                                                    Basic
      Rent and Additional Rent

                                                  	
                                                    7

                                                  
	 
      	 
      
	
                                                    Article
      3

                                                  	 
      
	
                                                    Use
      - Name of Building

                                                  	
                                                    11

                                                  
	 
      	 
      
	
                                                    Article
      4

                                                  	 
      
	
                                                    Repairs
      - Business Machines

                                                  	
                                                    11

                                                  
	 
      	 
      
	
                                                    Article
      5

                                                  	 
      
	
                                                    Changes,
      Alterations, Etc.

                                                  	
                                                    13

                                                  
	 
      	 
      
	
                                                    Article
      6

                                                  	 
      
	
                                                    Compliance
      with Laws

                                                  	
                                                    15

                                                  
	 
      	 
      
	
                                                    Article
      7

                                                  	 
      
	
                                                    Assignment,
      Subletting, Mortgaging, Etc.

                                                  	
                                                    16

                                                  
	 
      	 
      
	
                                                    Article
      8

                                                  	 
      
	
                                                    Indemnification
      by Tenant

                                                  	
                                                    19

                                                  
	 
      	 
      
	
                                                    Article
      9

                                                  	 
      
	
                                                    Services

                                                  	
                                                    20

                                                  
	 
      	 
      
	
                                                    Article
      10

                                                  	 
      
	
                                                    Inspection
      By Landlord - Right To Enter

                                                  	
                                                    23

                                                  
	 
      	 
      
	
                                                    Article
      11

                                                  	 
      
	
                                                    Condemnation

                                                  	
                                                    24

                                                  
	 
      	 
      
	
                                                    Article
      12

                                                  	 
      
	
                                                    Fire
      and Other Casualty and Required Insurance

                                                  	
                                                    25

                                                  
	 
      	 
      
	
                                                    Article
      13

                                                  	 
      
	
                                                    Subordination

                                                  	
                                                    28

                                                  
	 
      	 
      
	
                                                    Article
      14

                                                  	 
      
	
                                                    Certificates
      by Tenant and Landlord

                                                  	
                                                    29

                                                  
	 
      	 
      
	
                                                    Article
      15

                                                  	 
      
	
                                                    Events
      of Default

                                                  	
                                                    30

                                                  
	 
      	 
      
	
                                                    Article
      16

                                                  	 
      
	
                                                    Waivers

                                                  	
                                                    32

                                                  
	 
      	 
      
	
                                                    Article
      17

                                                  	 
      
	
                                                    Landlord
      May Cure Defaults

                                                  	
                                                    34

                                                  
	 
      	 
      
	
                                                    Article
      18

                                                  	 
      
	
                                                    Miscellaneous
      Provisions

                                                  	
                                                    34

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Article
      19

                                            	 
      
	
                                              Quiet
      Enjoyment

                                            	
                                              36

                                            
	 
      	 
      
	
                                              Article
      20

                                            	 
      
	
                                              Definitions

                                            	
                                              36

                                            
	 
      	 
      
	
                                              Article
      21

                                            	 
      
	
                                              Surrender

                                            	
                                              37

                                            
	 
      	 
      
	
                                              Article
      22

                                            	 
      
	
                                              Notices

                                            	
                                              37

                                            
	 
      	 
      
	
                                              Article
      23

                                            	 
      
	
                                              Rules
      and Regulations

                                            	
                                              38

                                            
	 
      	 
      
	
                                              Article
      24

                                            	 
      
	
                                              No
      Representations by Landlord

                                            	
                                              38

                                            
	 
      	 
      
	
                                              Article
      25

                                            	 
      
	
                                              Inability
      to Perform

                                            	
                                              38

                                            
	 
      	 
      
	
                                              Article
      26

                                            	 
      
	
                                              Broker

                                            	
                                              39

                                            
	 
      	 
      
	
                                              Article
      27

                                            	 
      
	
                                              Successors
      and Assigns

                                            	
                                              39

                                            
	 
      	 
      
	
                                              Article
      28

                                            	 
      
	
                                              Exculpation

                                            	
                                              39

                                            
	 
      	 
      
	
                                              Article
      29

                                            	 
      
	
                                              Article
      Headings

                                            	
                                              40

                                            
	 
      	 
      
	
                                              Article
      30

                                            	 
      
	
                                              Antenna
      System

                                            	
                                              40

                                            
	 
      	 
      
	
                                              Article
      31

                                            	 
      
	
                                              Renewal
      Option

                                            	
                                              41

                                            
	 
      	 
      
	
                                              Article
      32

                                            	 
      
	
                                              Intentionally
      Omitted

                                            	
                                              43

                                            
	 
      	 
      
	
                                              Article
      33

                                            	 
      
	
                                              Storage
      Space

                                            	
                                              43

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Exhibit
A - Floor Plan

    Exhibit
B – Landlord’s Construction Rules and Regulations

    Exhibit
C – LANDLORD”S PRE-APPROVED
CONTRACTORS

    EXHIBIT D - cleaning
specifications

    Exhibit
E – rules and regulations

    Exhibit
F- parking diagram

    Exhibit G – STORAGE
SPACE

    EXHIBIT H
- Subordination, Non-Disturbance and Attornment Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    AGREEMENT OF LEASE made the
11th day of September, 2009, between ONE-TWO JERICHO OWNER, LLC , a
New York limited liability company, having its office at Two Jericho Plaza,
Jericho, New York 11753 (hereinafter called “Landlord”) and NATHAN’S FAMOUS SERVICES,
INC., a Delaware
corporation having offices at _________________________(hereinafter called
“Tenant”).

    


    WITNESSETH:

    


    ARTICLE
1

     

    Demised Premises and Lease
Term

    


    Section
1.1      Landlord is the fee owner of the land
(the “Land”) and
premises known and designated on the Nassau County Land and Tax Map as Section
11, Block 355, Lot 32, lying and being situate in Jericho, Town of Oyster Bay,
Nassau County, New York.

    


    Section
1.2     The Building on the premises is a three
(3) story office building consisting of two (2) wings known as Wings A and B and
generally known as and by the street address One Jericho Plaza, Jericho, New
York (the “Building”).

    


    Section 1.3      Subject to the
terms, covenants and conditions of this Lease, Landlord hereby leases to Tenant
and Tenant hereby hires from Landlord the twelve thousand five hundred
eighty-two (12,582) square feet of rentable floor space on the second (2nd ) floor
in Wing A of the Building, as shown on the floor plan (the “ Floor
Plan”) thereof annexed hereto and made a part hereof as Exhibit A (the “
Demised Premises”), which Building the parties hereto agree contains, in
the aggregate, two hundred seventy eight thousand three hundred twenty five
(278,325) square feet of rentable floor space.  Tenant approves and
accepts the aforesaid calculations for the purposes of this Lease, and has
examined and accepts the aforesaid floor plan.

    


    Section 1.4      The term of this
Lease shall be ten (10) years, commencing on January 1, 2010 (the “
Commencement Date”), subject to the terms
of this Lease, and expiring on December 31, 2019 (the “
Expiration Date”), subject to the Renewal Option (as hereinafter defined
in Section 31).

    


    Section
1.5      Tenant’s obligation to pay Basic Rent
(as hereinafter defined in Section 2.1) shall commence one (1) year after the Commencement Date (the
“
Rent Commencement Date”), subject to a Landlord Delay (as defined in
Section 2.2) or as otherwise discussed in Section 1.22 and in Section
2.2.

    


    Section
1.6      Effective as of the date of this Lease
(the “
Effective Date”), each party covenants and agrees that it shall keep and
abide by all of the express  terms, conditions and
covenants of this Lease on its part to be performed as of such date , it being understood that
although the Demised Premises shall not have been delivered to Tenant as of the
Effective Date, such terms, covenants and
conditions of this Lease shall be binding and enforceable on both parties as of
the Effective Date ,
subject, however to Tenant’s remedies
expressly provided in this Article 1 of the Lease.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Section 1.7      Tenant shall
endeavor to complete the performance of certain work (“
Tenant’s Work”) on or before the Commencement Date  which will be set forth in the Plans and
Construction Drawings (as said terms are hereinafter defined) and obtain any required certificate of occupancy or
completion in connection therewith  in compliance with Landlord’s Construction Rules and
Regulations annexed hereto as  Exhibit
B

    


    Section
1.8      (a)  As used herein, “
Tenant’s Work” shall mean and include all interior finish work and all
other improvements on or within the Demised Premises necessary for Tenant to
utilize the Demised Premises pursuant to the permitted uses described in Section
3.1 of the Lease.  Tenant shall be exclusively responsible for
performing Tenant’s Work, and Landlord shall have no obligation to perform any
aspect of Tenant’s Work, except as specifically set forth herein.

    


    (b)  Tenant shall construct
the Demised Premises in accordance with those design, development and building
plans and specifications as which will be prepared by Tenant and approved by
Landlord (the “Plans”),
which Plans shall be in form and detail sufficient for submission to all
appropriate governmental agencies for permits and approvals.  Landlord
shall provide Tenant with an allowance of One and 15/100 ($1.15) Dollars per
rentable square foot of the Demised Premises (i.e. Fourteen Thousand Four
Hundred Sixty Nine and 30/100 ($14,469.30) Dollars) (the “ Tenant
Plans Allowance”) for Tenant’s preparation of the
Plans.  Tenant will prepare the Plans as soon as reasonably
practicable following the Effective Date.    Within thirty (30) days of Tenant’s demand, at Tenant’s
sole option, Landlord shall pay the Tenant Plans Allowance to (i) Tenant or (ii)
Tenant’s architect.

    


    Section
1.9      a)  Landlord agrees to
approve or reject or object to Tenant’s Plans within ten (10) business days
after Tenant’s Plans shall be delivered to Landlord.  If Landlord has
not responded to the delivery by Tenant of Tenant’s Plans within said ten (10)
business day period, Tenant’s Plans shall be deemed approved.

    


    (b) In
the event Tenant disagrees with any of Landlord’s requested changes, then, in
that event, the parties shall promptly and diligently, in good faith, attempt to
resolve any differences.  In the event that no disagreement exists,
Tenant shall use commercially reasonable efforts complete a second set of Plans
(the “
Revised Plans”) and deliver same to Landlord within five (5) business
days of Tenant’s receipt of Landlord’s comments or such additional reasonable
time as is necessary for Tenant to complete same.  Landlord’s approval
of amendments and modifications to Tenant’s Plans shall not be unreasonably
withheld, conditioned or delayed.  Landlord shall have five (5)
business days after its receipt of the Revised Plans in which to approve or
reject such Revised Plans.  In the event Landlord rejects such Revised
Plans, the parties shall promptly and diligently, in good faith, attempt to
resolve any differences.  Upon Landlord’s acceptance of the Revised
Plans (the “ Final
Plans”), Landlord and Tenant shall initial all pages of the Final Plans
and each party shall receive a full set of initialed Final
Plans.  After Landlord has approved the Final Plans, Tenant  shall make no changes
thereto without the prior written consent of Landlord, which approval shall not be unreasonably withheld,
conditioned, or delayed.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


                              (c)
After approval of the Plans by Landlord, Tenant will promptly prepare a full set
of construction drawings which shall incorporate all elements of the Plans (the
“
Construction Drawings”) and which shall be consistent with the
Plans.  Tenant shall submit the Construction Drawings to Landlord for
its consent.  If Landlord does not respond to Tenant within ten (10)
business days after receipt, Landlord’s approval of Tenant’s Construction
Drawings shall be deemed to have been given.  The Construction
Drawings shall be sufficient, as required by the Town of Oyster Bay, to procure
a building permit. 

    


    (d)
Landlord shall deliver to Tenant, within five (5) business days after receipt of
such Construction Drawings from Tenant, any reasonable comments or requests for
changes, which Landlord may have with respect thereto.  In the event
Tenant disagrees with any of Landlord’s requested changes, then, in that event,
the parties shall promptly and diligently, in good faith, attempt to resolve any
differences.  In the event that no disagreement exists, Tenant shall
use commercially reasonable efforts to complete a second set of construction
drawings (the “
Revised Drawings”) and deliver the Revised Drawings to Landlord within
five (5) business days of its receipt of Landlord’s comments or such additional
reasonable time as is necessary to complete same.  Landlord shall have
five (5) business days after its receipt of the Revised Drawings in which to
approve or reject such Revised Drawings.  In the event Landlord
rejects such Revised Drawings, the parties shall promptly and diligently, in
good faith, attempt to resolve any differences.  Upon Landlord’s
acceptance of the Revised Drawings or the Construction Drawings, as the case may
be, Tenant shall submit such final construction drawings (the “ Final
Drawings”) to the Town of Oyster Bay and shall promptly procure a
building permit.  After the Final Drawings have been approved by
Landlord, Tenant shall make no changes thereto without the prior written consent
of Landlord, in each instance, except for non-material changes directed by the
applicable municipality that do not materially interfere or impact the design,
function, appearance or quality of the Demised Premises and do not increase the
Tenant Allowance (as defined in Section 1.10) or the Tenant Plans
Allowance.  Landlord shall not unreasonably withhold, condition or
delay its consent to the Plans, and Landlord’s rejection of or objection to the
Plans shall be deemed reasonable if, in Landlord’s reasonable determination, the
Plans need to be modified in order to safeguard the structural integrity and
systems of the Building.

    


                Section
1.10      In addition to the Tenant Plans
Allowance, Landlord shall reimburse Tenant up to a maximum of Thirty-Five and
00/100 ($35.00) Dollars per rentable square foot of the Demised Premises (i.e.
Four Hundred Forty Thousand Three Hundred Seventy and 00/100 ($440,370.00)
Dollars) (the “ Tenant
Allowance”) for costs incurred directly by Tenant in its performance of
Tenant’s Work (except for any costs incurred by Tenant in Tenant’s preparation
of the Plans), including demolition (the “
Demolition Work”) prior to the commencement of Tenant’s
Work.  Tenant may use the Tenant Allowance in its discretion in
connection with the design and construction of the Demised Premises and all
other work performed in connection with readying the Demised Premises for
Tenant’s initial occupancy, including wiring, computer and telecommunications
systems, furniture, engineering and architectural fees, and other professional
fees.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    Section
1.11      (a) Tenant’s Work shall be performed
in compliance with Legal Requirements (as hereinafter defined in Section 1.12)
and all necessary permits, licenses, signoffs and approvals required to be
obtained for the completion of Tenant’s Work shall be obtained by Tenant. Upon
the completion of Tenant’s Work, the Demised Premises shall be in compliance
with all Legal Requirements, including
all 
building codes, public authorities, and Tenant shall ensure that the Demised
Premises shall fully comply with the same throughout the term of this
Lease.  Notwithstanding the foregoing, in the event that as of the
date of this Lease there exist as to the Demised Premises any violations of
record or conditions if not remediated would cause the issuance of a violation,
including, without limitation, any fire safety violations regarding ingress and
egress or the absence of sufficient ceiling draft curtain walls (collectively,
“
Landlord’s Violations”), which may in any way impede or delay Tenant from
obtaining any permits or approvals in connection with Tenant’s Work
(collectively, the “Approvals”),
Landlord shall promptly make commercially reasonable efforts to remove or
remediate same, subject to Section 1.22.

    


    (b)  All of Tenant's Work and
its entry and access to the Demised Premises shall be done in such a manner so
as not to interfere with, delay, or impose any expense upon Landlord in the
maintenance of the Building; nor to interfere with the operations of other
tenants in the Building; nor to physically adversely affect any part of the
Building outside the interior of the Demised Premises; nor (in Landlord's sole
judgment) to impair the structural integrity of the Building nor affect the
proper functioning of any of the mechanical, electrical, HVAC, plumbing,
sanitary or other systems of the Building not exclusively serving the Demised
Premises; nor violate any of Landlord's rules or regulations affecting the
Building or the Demised Premises or any Legal
Requirements.  Notwithstanding anything herein contained to the
contrary, Tenant shall, at Tenant's sole cost and expense, make all repairs to
the Building necessitated by Tenant's Work, and shall keep and maintain in good
order and condition all installations arising from and all defects in Tenant's
Work, and shall make all necessary replacements thereto.

    


    Section
1.12      As used herein, " Legal
Requirements " shall mean all present or future laws, statutes and
ordinances including building codes and zoning regulations and ordinances
ordinary and extraordinary, foreseen or unforeseen, and the orders, rules,
regulations, directives, recommendations and requirements of all federal, state,
county, city and borough departments, bureaus, boards, agencies, offices,
commissions and other subdivisions thereof, or of any official thereof, or of
any other governmental, public or quasi-public authority, including all
requirements of the Americans With Disabilities Act, or of the National Board of
Fire Underwriters or other body having similar functions.

    


    Section
1.13      Nothing contained in this Lease shall
be deemed to require Tenant to use union labor to perform Tenant’s Work,
provided that Tenant's contractor(s) shall conduct the performance of its work
in such manner so as to avoid labor disputes and disruptions which will
interfere with other work in or the operation or use of the
Building.  Tenant’s contractors shall be required to work in harmony
with other contractors at the Building.  Contractors and
subcontractors performing Tenant’s Work shall deliver to Landlord certificates
of insurance as proof of insurance prior to the commencement of Tenant’s
Work.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    Section
1.14 Tenant shall be responsible for all fire protection work in the
Demised Premises, including obtaining all necessary approvals and inspections as
required by the Landlord's insurance carrier.

    


    Section
1.15 Tenant shall diligently prosecute all applications for
approvals, permits, authorizations and certificates issued by governmental
agencies of the State of New York, County of Nassau and Town of Oyster Bay which
are required for the performance of Tenant's Work and to operate the Demised
Premises for the permitted uses.  Landlord agrees to join in Tenant's
applications for required permits and approvals (at the cost and expense of
Tenant), and to reasonably cooperate with Tenant in connection
therewith.

    


    Section
1.16      In connection with Tenant’s Work and
the Tenant Allowance:

     

    (a)
Landlord shall not be required to make any reimbursement of the Tenant Allowance
more often than once per month.

     

    (b)
Tenant shall provide an invoice from Tenant’s general contractor specifying in
reasonable detail the nature of the work performed or materials purchased for
which payment is being requested, as well as a certificate from Tenant’s
architect on a standard AIA G702 requisition form with respect to any payment
request.  Each of said requisitions shall also be accompanied by
waivers of lien from Tenant’s general contractor and other contractors (with
respect to such portion of Tenant’s Work being paid at such time, to the extent
obtainable, and in any event with respect to those portions of Tenant’s Work for
which payments have theretofore been made) with respect to the work performed
for which payment is sought.

     

                 (c)
Notwithstanding anything to the contrary herein, in the event that it is
determined that Tenant has received a notice of violation of any Legal
Requirements in connection with Tenant’s Work, Landlord shall be entitled to
withhold payments of Tenant’s Allowance until such violation is removed or the
condition is remedied by Tenant.

     

                 (d)
Except as to payment for the Demolition Work, Landlord may retain five (5%)
percent of each Tenant reimbursement request of Tenant’s Allowance until a
certificate or temporary certificate of occupancy is issued for Tenant’s Work
and Tenant delivers the AutoCAD file reflecting Tenant’s Work.

     

    Section
1.17   Tenant shall not permit any mechanic’s,
materialmen’s or other liens to be filed against all or any part of the Demised
Premises, the Building or against Tenant’s leasehold interest in the Demised
Premises, by reason of or in connection with Tenant’s Work.  In the
event that any such lien is filed against all or any part of the Demised
Premises, the Building or against Tenant’s leasehold interest in the Demised
Premises, Tenant shall be required to either discharge the lien by payment or
file a bond as required by law.

     

    Section
1.18    Upon completion of Tenant’s Work, Tenant
shall deliver to Landlord certificates or temporary certificate of occupancy
and/or completion covering all of Tenant’s Work and the AutoCAD file reflecting
Tenant’s Work.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Section
1.19      (a)  In connection with
Tenant’s Work, for any and all subcontractors (collectively, the “
Designated Trades”) intending to perform work (the “
Designated Trades Work”) comprising either (i) refuse removal, (ii)
roofing, (iii) mechanical, electrical, plumbing and fire prevention systems or
(iv) lock installations (except for electromagnetic locks), Tenant shall only
use the contractors and vendors as listed on Exhibit C attached
hereto or subsequently designated by Landlord (collectively, the “ Landlord’s Pre-Approved
Contractors”).  Tenant may solicit bids from contractors
seeking to perform the Designated Trades Work other than Landlord’s Pre-Approved
Contractors (except for refuse removal) (the “ Other
Contractors”), provided however that each of Landlord’s Pre-Approved
Contractors shall have the right to match the lowest bid for the applicable work
received by Tenant from any such Other Contractors.  In such event,
Landlord shall have the right, but not the obligation, to compel Tenant to use
any of Landlord’s Pre-Approved Contractors for the applicable Designated Trades
Work provided that (i) Landlord shall pay (in addition to the Tenant Allowance
and Tenant Plans Allowance) the difference between the subject bids, (ii) the
applicable Landlord Pre-Approved Contractor is able to adequately perform the
work required by Tenant and (iii) the applicable Landlord Pre-Approved
Contractor shall maintain customary insurance coverage as is required by
Landlord, and the holder of any mortgage encumbering the Building for the
applicable Designated Trades Work.  In the event that (i) the
applicable Landlord Pre-Approved Contractor does not match the lowest bid
received by Tenant from any such Other Contractors for the applicable Designated
Trades Work, and (ii) Landlord does not pay the difference between the foregoing
subject bids, then Tenant shall be permitted to use any such applicable Other
Contractor for the performance of the applicable Designated Trades
Work.  Notwithstanding the foregoing, in no event shall Tenant be
permitted to use contractors or vendors without Landlord’s prior written
approval, which shall not be unreasonably withheld, conditioned or
delayed.  In the event Tenant utilizes Tenant’s Other Contractor for
the performance of any of the Designated Trades Work, Landlord shall, at all
times, cooperate in a commercially reasonable manner with said
contractor.  In the event that any labor strife occurs as a result of
the selection of a particular contractor or vendor selected by Tenant, Tenant
shall replace such contractor or vendor following Landlord’s reasonable
approval.

    


    Section
1.20      Landlord represents and covenants to
Tenant that on the Commencement Date,  the Demised Premises shall, to
the best of Landlord’s knowledge, be free of all asbestos-containing materials
and hazardous substances (as such term is defined in the Comprehensive
Environmental Response and Liability Act) and shall be in compliance with all
applicable codes and regulations enacted pursuant to any federal, state or local
governmental law or regulation, inclusive of the provisions of the Americans
With Disabilities Act of 1992.  Landlord shall be solely responsible
for the removal of all asbestos-containing materials in the Demised
Premises.

    


    Section
1.21      Contemporaneously with the Effective
Date, Landlord shall deliver possession of the Demised Premises to Tenant vacant
and free of any and all leases, tenancies and occupants.

    


    Section
1.22      In the event that the Town of Oyster
Bay or any other applicable agency or municipality requires as a condition of
the issuance of the Approvals certain work (the “ Fire
Protection Work”) regarding ingress and egress or the installation of
draft curtain walls other than work required to be performed by Landlord
pursuant to Section 1.11 (a), (i) Tenant shall be solely responsible for any and
all costs in connection with such Fire Protection Work within the Demised
Premises and (ii) the Rent Commencement Date shall be extended concurrently with
the time to amend the Plans, if required, and perform such Fire Protection Work,
up to a maximum of sixty (60) days, in the aggregate. 


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    ARTICLE
2

    


    Basic Rent and Additional
Rent

    


    Section
2.1      Tenant covenants and agrees, as
conditions of this Lease, to keep and abide by all of the terms, covenants and
conditions of this Lease on the part of Tenant to be performed and to pay Basic
Rent and electric for the Demised Premises as set forth in the following
schedule.

    


    
      
        
          
            
              	
                      Lease Year

                    	 	
                      Annual Basic Rent

                    	 	 	
                      Monthly Basic Rent

                    	 	 	
                      Annual Electric*

                    	 	 	
                      Monthly Electric*

                    	 
	
                      1

                    	 	$	385,638.36	 	 	$	32,136.53	 	 	$	42,149.76	 	 	$	3,512.48	 
	
                      2

                    	 	$	393,351.12	 	 	$	32,779.26	 	 	$	42,149.76	 	 	$	3,512.48	 
	
                      3

                    	 	$	401,218.20	 	 	$	33,434.85	 	 	$	42,149.76	 	 	$	3,512.48	 
	
                      4

                    	 	$	409,242.60	 	 	$	34,103.55	 	 	$	42,149.76	 	 	$	3,512.48	 
	
                      5

                    	 	$	417,427.44	 	 	$	34,785.62	 	 	$	42,149.76	 	 	$	3,512.48	 
	
                      6

                    	 	$	425,775.96	 	 	$	35,481.33	 	 	$	42,149.76	 	 	$	3,512.48	 
	
                      7

                    	 	$	434,291.52	 	 	$	36,190.96	 	 	$	42,149.76	 	 	$	3,512.48	 
	
                      8

                    	 	$	442,977.36	 	 	$	36,914.78	 	 	$	42,149.76	 	 	$	3,512.48	 
	
                      9

                    	 	$	451,836.96	 	 	$	37,653.08	 	 	$	42,149.76	 	 	$	3,512.48	 
	
                      10

                    	 	$	460,873.68	 	 	$	38,406.14	 	 	$	42,149.76	 	 	$	3,512.48	 


            

          

        

      

    

    


    For
Tenant’s convenience, Basic Rent and electric payments shall be payable in equal
monthly installments on the first day of each month during the term of the
Lease, in advance.  For the purposes of this Lease, the term “lease
year” shall mean for (a) the first lease year, the one (1) year period
commencing on the Commencement Date plus, if the Commencement Date is not the
first day of a calendar month, the number of days between the Commencement Date
and the end of the month in which the Commencement Date occurs and (b) each
lease year thereafter, the one (1) year period commencing on the expiration of
the preceding lease year.  If the Commencement Date occurs on a day
other than the first day of the month, Basic Rent for the first month of the
term shall be apportioned.  Such first month’s Basic Rent shall be due
and payable on Tenant’s execution of this Lease.

    


    Section
2.2      (a) Tenant shall not be required to pay
Basic Rent for the Demised Premises (but shall pay Storage Rent as hereinafter
defined and as set forth in Section 33.2 of this Lease) during the first (1st ) lease
year and during the last two (2) months of the initial term of the Lease,
provided that Tenant is not in default under this Lease beyond any applicable
grace or cure periods  at the time of such
abatement of rent, or such later date if Tenant cures said
default.  Tenant’s obligation to pay Additional Rent (as hereinafter
defined) shall commence as of the Commencement Date. “Additional Rent”
shall mean all other charges, costs, damages and fees, including Tax Payments
(as defined in Section 2.7) under this Lease, which do not constitute Basic
Rent.

     

    
      
        

      

    

    
      *
Electric is subject to escalation
and adjustment pursuant to Article 9.

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    (b)  Notwithstanding
any other provision to the contrary contained herein, in the event that Tenant
fails to substantially complete Tenant’s Work by the Commencement Date and such
failure is due solely to a Landlord Delay, the Commencement Date and the Rent
Commencement Date shall be extended one (1) day for each day of delay between
the Commencement Date and the date that Tenant’s Work has been substantially
completed.  Further notwithstanding any other provision to the
contrary contained herein, Tenant’s failure to substantially complete Tenant’s
Work by the Commencement Date due to any reason other than Landlord Delay shall
in no way create an event of default or in any way impact or affect Tenant’s
obligations under this Lease.

    


     (c)   The
term “
Landlord Delay” shall mean any delay attributable solely to Landlord and
not an Unavoidable Delay (as defined in Section 25.2) and, shall include, (i)
Landlord’s failure to grant timely approvals or consents as required hereunder,
(ii) material interference by Landlord with Tenant’s Work which is not otherwise
permissible under this Lease or which may be required under a Legal Requirement
(unless due to Landlord’s failure to have complied with a Legal Requirement),
(iii) failure by Landlord to make freight elevators or Building personnel
reasonably available in connection with Tenant’s Work or Tenant’s move-in to the
Demised Premises, (iv) Landlord’s failure to remove or remediate any Landlord
Violations, (v) failure by Landlord to reasonably cooperate with Tenant and (vi)
failure by Landlord to complete its demolition of the Demised Premises within
two (2) weeks following the unconditional delivery to Landlord of the Lease and
a work order for the demolition, each executed by Tenant, provided that any of
the matters identified in subsections (i) through (vi) above causes a delay in
the permitting or construction of Tenant’s Work, or in Tenant’s procurement of
any temporary or permanent certificate of occupancy or other required
governmental certificate or “sign off” needed in connection with the completion
of Tenant’s Work and Tenant’s right to occupy the Demised Premises after such
completion.

    


    Section
2.3             Tenant
acknowledges and agrees that Landlord is or may be accorded certain real estate
tax abatement advantages pursuant to State and Local Laws, and Tenant shall
derive or share in the benefit of such abatement.

    


    Section
2.4             For
the purposes of determining Tenant’s share of increases in Taxes, as such term
is hereinafter defined, the parties agree that the total content of the Building
is two hundred seventy eight thousand three hundred twenty five (278,325) square
feet; that the Demised Premises contain twelve thousand five hundred eighty two
(12,582) square feet and that the percentage of increases chargeable to Tenant
for increases in Taxes is 4.52% (which percentage is herein referred to as
“ Tenant’s Proportionate
Share”).


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    Section
2.5             For
the purposes of this Article 2 and other provisions of this Lease:

     

    (a)           The
term “Taxes” shall mean
(i) the real estate taxes, assessments and special assessments imposed upon the
Land, Building and all other improvements, betterments or facilities located on,
appurtenant to, or benefiting, the Land by any federal, state, municipal or
other governments or governmental bodies or authorities, as well as all charges
for water and sewer, whether measured by meter or otherwise, and whether or not
any of the foregoing are not final assessments or are the basis of any
proceeding instituted or commenced to contest the amount or validity of any of
the same, and (ii) any expenses incurred by Landlord in contesting such taxes or
assessments and/or the assessed value of the Land, Building and all other
improvements, betterments or facilities located on, appurtenant to, or
benefiting the Land, which expenses shall be allocated to the Base Tax Year or
the Tax Year to which such expenses relate, to the extent that Landlord is successful in such
proceeding . If at any time during the term of this Lease the methods of
taxation prevailing on the date hereof shall be altered so that in lieu of, or
as an addition to or as a substitute for, the whole or any part of such real
estate taxes, assessments and special assessments now imposed on real estate
there shall be levied, assessed or imposed (x) a tax, assessment, levy,
imposition, license fee or charge wholly or partially as a capital levy or
otherwise on the rents received therefrom or (y) any other such additional or
substitute tax, assessment, levy, impositions, fees or charges or the part
thereof so measured or based shall be deemed to be included within the term
“Taxes” for the purposes thereof.  Taxes shall not mean income, taxes, franchise, gift,
excise, transfer, capital stock, estate, succession or inheritance taxes or
penalties or interest for late payment of any tax in respect of which Tenant
shall have duly made payment of Additional Rent as herein
provided.

    


    (b)           The
term “Base Tax Year”
shall, for (i) Town and County taxation purposes, mean calendar year 2010 and (ii) State and school district taxation
purposes, mean the 2009/2010 fiscal tax year.

    


    (c)           The
term “Base Taxes” shall
mean the Taxes for the Base Tax Year.

    


    (d)           The
term “Tax Year” shall,
for (i) Town and County taxation purposes, mean the period of twelve (12)
calendar months beginning on January 1, 2010, and each succeeding twelve (12)
month period thereafter and (ii) State and school taxation purposes, mean the
period of twelve (12) calendar months beginning on July 1, 2009, and each
succeeding twelve (12) month period thereafter.

    


    (e)           The
term “ Tax
Statement” shall mean a written statement prepared by Landlord or its
agent, setting forth Landlord’s computation of the sum payable by Tenant under
this Article 2 for a specified Tax Year or portion thereof, as the case may
be.

    


    Section
2.6             If
the real estate fiscal tax year of the Town of Oyster Bay, the school district
in which the Building is located, the County of Nassau, State of New York or any
other entity to whom Taxes are paid or who levies, assesses or imposes Taxes
shall be changed during the term hereof, any Taxes for a real estate fiscal tax
year, a part of which is included within a particular Tax Year and a part of
which is not so included shall be apportioned on the basis of the number of days
in the real estate fiscal tax year included in the particular Tax Year for the
purpose of making the computations under Section 2.6.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    Section
2.7            
If the Taxes for any Tax Year during the term of this Lease exceed the Base
Taxes, Tenant shall pay for such Tax Year an amount (herein called “ Tax
Payment”) equal to Tenant’s Proportionate Share of the
excess.  The first payment due Landlord under this Section 2.6 shall
be due and payable in full within fifteen (15) days of Landlord’s furnishing
Tenant with a Tax Statement for the entire applicable Tax
Year.  Thereafter, until Landlord shall furnish Tenant with a Tax
Statement for the then Tax Year, Tenant shall, as an “on account” payment
against the Tax Payment for the then Tax Year, pay to Landlord on the first day
of each month in advance an amount determined by dividing the Tax Payment for
the preceding Tax Year by the number of months between the first day of the
month subsequent to Tenant’s receipt of such statement and the end of the then
Tax Year; (b) promptly after the Tax Statement for such Tax Year is furnished to
Tenant, Landlord shall give notice to Tenant stating whether the installments of
the Tax Payment previously made for such Tax Year were greater or less than the
installments of the Tax Payment to be made for such Tax Year in accordance with
the Tax Statement, and (i) if there shall be a deficiency, Tenant shall pay the
amount thereof within fifteen (15) days after demand therefor, or (ii) if there
shall have been an overpayment, Landlord shall promptly either refund to Tenant
the amount thereof or permit Tenant to credit the amount thereof against
subsequent payments under this Article 2; and (c) on the first day of the month
following the month in which the Tax Statement is furnished to Tenant, and
monthly thereafter throughout the remainder of such Tax Year, Tenant shall pay
to Landlord an amount equal to one-twelfth (1/12th) of the Tax Payment shown on
the Tax Statement. If there shall be any increase in the Taxes for any Tax Year,
whether during or after such Tax Year, or if there shall be any decrease in the
Taxes for any Tax Year during such Tax Year, Landlord shall furnish to Tenant a
revised Tax Statement for such Tax Year, and the Tax Payment for such Tax Year
shall be adjusted and paid or refunded, as the case may be, substantially in the
same manner provided in the preceding sentence.

    


    Section
2.8             In
lieu of billing Tenant in a lump sum payment for the full Tax Payment as
provided in Section 2.6 above, Landlord, at its option, may bill Tenant monthly
or quarterly for Tenant’s Proportionate Share of the excess of any installment
of Taxes for any Tax Year over the corresponding installment of Base Taxes, each
of which payments shall be made by Tenant to Landlord no later than fifteen (15)
days prior to the date on which each such installment of Taxes shall be payable
to the appropriate tax receiving authority.

    


    Section
2.9             If
the Base Taxes are reduced as a result of an appropriate proceeding or
otherwise, Landlord shall give notice to Tenant of the amount by which Tax
Payments previously made were less than the Tax Payments required to be made
under this Article, and Tenant shall pay the amount of the deficiency within ten
(10) days after demand therefor.

    


    Section
2.10           If,
as a result of a certiorari proceeding, Landlord shall receive a refund of the
Taxes for any Tax Year, Landlord shall either pay to Tenant, or permit Tenant to
credit against subsequent payments under this Article, Tenant’s Proportionate
Share of the net refund (after deducting from such total refund the costs and
expenses, including, but not limited to, appraisal, accounting and legal fees of
obtaining the same, to the extent that such costs and expenses were not included
in the Taxes for such Tax Years); provided, however, such payment or credit to
Tenant shall in no event exceed Tenant’s Tax Payment paid for such Tax
Year.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    Section
2.11           If
a Tax Year commences or ends before or after the commencement or expiration or
termination of the term of this Lease, the Tax Payment thereof shall be prorated
to correspond to that portion of such Tax Year occurring within the term of this
Lease.

    


    Section
2.12           The
parties agree that it is the obligation of Tenant to pay its Proportionate Share
of any and all Taxes in each Tax Year over the Base Taxes whether the same
result from increases in tax rates, increases in assessed valuation, a
combination of both, or a combination of increases and decreases of such items,
irrespective of the cause of the increase in Taxes.

    


    Section
2.13           The
payments due from Tenant to Landlord under this Article 2, other than Basic
Rent, shall be, and hereby are deemed, Additional Rent and may be collected as
such, and Tenant’s obligation to pay Basic Rent and Additional Rent shall
survive the expiration or earlier termination of this Lease.

    


    Section
2.14           Basic
Rent, and Additional Rent and all other charges payable under this Lease shall
be paid in lawful money of the United States at the office of Landlord, Two
Jericho Plaza, Jericho, New York 11753, or at such other place as Landlord may
from time to time designate, in advance.

     

    ARTICLE
3 

     

    Use - Name of
Building

    


    Section
3.1             Tenant
may use and occupy the Demised Premises for general, administrative and executive offices, and for Tenant’s accessory test kitchen facility  (including, but not limited to the preparation of foods
for said facility) and for no other purposes.  The use of all
or any portion of the Demised Premises other than the accessory tests kitchen
facility for the preparation or storage of food is expressly
prohibited.  Tenant shall not permit occupancy of the Demised
Premises, which in the aggregate exceeds one (1) person for every two hundred
(200) square feet of rentable area.  The Building may be designated
and known by any name Landlord may choose, and such name may be changed from
time to time at Landlord’s sole discretion.

    


    ARTICLE
4                 

    


    Repairs - Business
Machines

    


    Section
4.1             Tenant
shall take good care of the Demised Premises and the fixtures and appurtenances
therein.  All damage or injury to the Demised Premises and to such
fixtures and appurtenances, or to the Building, or to its fixtures,
appurtenances and equipment, caused by Tenant’s moving property in and out of
the Building or the Demised Premises, or by installation or removal of fixtures,
furniture or other property, or from any other cause, shall be repaired,
restored or replaced promptly by Tenant, at its sole cost and
expense.  All repairs, restorations and replacements shall be in
quality and class equal to the original work or installations.  If
Tenant fails to make such repairs, restorations or replacements, the same may be
made by Landlord, upon ten (10) days written notice to Tenant, at Tenant’s
expense, and the amounts spent by Landlord (together with interest thereon at
the prime rate published by The Wall Street Journal plus five (5%) percent, or
if such rate be illegal then at the highest permissible rate, from the date of
Landlord’s expenditure through the date of Tenant’s payment in full) shall be
collectible as Additional Rent, to be paid by Tenant within fifteen (15) days
after rendition of a bill by Landlord.  Nothing contained in this Article 4 shall require
Tenant to make any structural changes or changes to any Building systems except
to the extent caused by the negligent acts or omissions of Tenant, its agents or
employees or necessitated by Tenant’s particular manner of use and not for
normal and customary ordinary office purposes.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


    Section
4.2              Landlord shall, at its expense, maintain and make all
repairs and replacements structural and otherwise, necessary to keep in good
order and repair the interior and exterior of the Building (including the roof
and existing penetrations) and the public portions of the Building and the Land,
as well as the Building’s mechanical equipment, plumbing, heating, air
conditioning, gas and electricity, sprinkler and other systems, if any, except
to the extent that such obligation is expressly Tenant’s under the Lease.
Landlord shall use commercially reasonable efforts to perform any work pursuant
hereto in such a manner so as to minimize interference with Tenant's business,
provided no additional costs for labor and overtime premium are incurred
thereby.  All repairs, restorations and replacements by either party
shall be of a quality commensurate with similar class multi-tenanted office
buildings located on Long Island, New York, and shall be done in good and
workmanlike manner. Landlord shall maintain the parking lots, grounds and other
exterior improvements in a manner commensurate with similar class multi-tenanted
office buildings located on Long Island, New York, including, without
limitation, repair, snow removal, parking lot striping, exterior lighting and
the like.

     

    Section
4.3             There
shall be no allowance to Tenant for a diminution of rental value, and no
liability on Landlord’s part, by reason of inconvenience, annoyance or injury to
Tenant’s business arising from the making of repairs, alteration, additions or
improvements in or to the Demised Premises or the Building, or to the fixtures,
appurtenances or equipment thereof, by Landlord, Tenant or
others.  Landlord will use good faith efforts to not interrupt
Tenant’s use and enjoyment of the Demised Premises when making such repairs,
alterations, additions or improvements, but the obligation to use good faith
efforts shall not require Landlord to employ overtime labor or pay any premium
or surcharge for labor or materials.

    


    Section
4.4             Business
machines and mechanical equipment belonging to Tenant which cause vibration,
noise, cold or heat that may be transmitted to the Building’s structure, or to
any leased space therein, to such a degree as to be objectionable to Landlord or
to any other tenant in the Building, shall be placed and maintained by Tenant,
at its sole expense, in settings of cork, rubber or spring-type vibration
eliminators or other means sufficient to absorb and prevent such vibration,
noise, cold or heat.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


    Section
4.5              Notwithstanding anything to the contrary contained in
this Lease, if solely as a result of (a) Landlord’s failure to make any repairs
Landlord is obligated to make pursuant to the terms of this Lease or (b)
Landlord’s failure to supply any services required under this Lease (but
excluding any failure caused by or as a result of any act or omission of Tenant,
its agents or its employees), the Demised Premises shall become Untenantable (as
hereinafter defined) for a period of five (5) consecutive business days (the
“
Threshold Period”) after Tenant has given
Landlord written notice of such Untenantability (as hereinafter defined), and if
such Untenantability continues after the end of said Threshold Period, then
Basic Rent and Additional Rent (including Storage Rent) payable hereunder shall
be abated for the period commencing on the first day to occur following the
expiration of such Threshold Period, and shall continue until the earlier of (i)
the date on which the Demised Premises shall no longer be Untenantable and (ii)
the date on which Tenant shall occupy all or any material portion of the Demised
Premises for the substantially normal conduct of its business; provided,
however, that (x) the commencement of the
Threshold Period shall be extended one (1)
day for each day that Landlord’s failure to make such repairs or supply such
services is caused by Unavoidable Delay and (y) if the Untenantability is a
result of a fire or other casualty,
then Article XII shall govern and
control.  As used in this Lease, the terms “Untenantable” or “Untenantability” shall mean the inability of Tenant to use
substantially the entire Demised Premises for the conduct of Tenant’s
business.

    


    ARTICLE
5    

    


    Changes, Alterations,
Etc.


    Section
5.1             Tenant
shall make no alterations, installations, additions or improvements, whether
structural or nonstructural, including those of a decorative nature, in or to
the Demised Premises without the prior written consent of
Landlord.  All fixtures and all paneling, partitions, railings and
like installations and all equipment and machinery installed in, or in
connection with Tenant’s use or occupancy of, the Demised Premises at any time,
either by Tenant or by Landlord on Tenant’s behalf shall, upon installation,
become the property of Landlord and shall remain upon and be surrendered with
the Demised Premises unless Landlord, by notice to Tenant no later than twenty
(20) days prior to the date fixed as the expiration of this Lease, elects to
relinquish Landlord’s right thereto and to have them removed, in which event the
same shall be removed from the premises by Landlord on behalf of Tenant, at
Tenant’s expense. Nothing in this section shall be construed to give Landlord
title to, or to prevent Tenant’s removal of, trade fixtures, office furniture
and equipment.  All such property permitted or required to be removed
by Tenant prior to expiration of the term of this Lease and not removed by
Tenant prior to such expiration shall be deemed abandoned, and shall become
Landlord’s property.  Tenant agrees that Landlord may remove and
dispose of any such abandoned property.  Tenant agrees to reimburse
Landlord, within ten (10) days from the rendition of a bill by Landlord to
Tenant, for all costs and expenses reasonably incurred by Landlord in removing
and disposing of any such abandoned property or property which Landlord had
removed on behalf of Tenant and in repairing any damage to the Building or
Demised Premises caused by such removal.  Tenant agrees to indemnify
and hold Landlord harmless for any loss, damage or claim relating to Landlord’s
removal or disposition of such abandoned property by any person that may claim
ownership of, or an interest in, such property.  Notwithstanding anything to the contrary herein, if
Landlord shall have notified Tenant at the time of Landlord’s review and
approval of the Plans, or subsequent request by Tenant to Landlord for its
consent to any alteration(s), that it will be requiring Tenant to remove the
non-standard or atypical office or atypical installations at or prior to the
expiration of the term of this Lease, then Landlord, by notice given to Tenant
at any time prior to the Expiration Date or not later than 15 days after any
earlier termination of this Lease, may require Tenant, notwithstanding any other
terms herein, to remove all or any fixtures that do not constitute a standard
office installation, such as, by way of example only, kitchens, vaults, safes,
raised flooring and stairwells.  If Landlord shall give such notice,
then Tenant, at Tenant’s expense, prior to the Expiration Date, or, in the case
of an earlier termination of this Lease, within 15 days after the giving of such
notice by Landlord, shall remove the same from the Premises, shall repair and
restore the Premises to the condition existing prior to installation thereof and
shall repair any damage to the Premises or to the Building due to such
removal.   


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    Section
5.2             In
order to preserve the fire insurance classification and rating of the Building
and of the Demised Premises, Tenant covenants that it will not insert or install
in the Demised Premises any material, paint, wall covering, curtain, drapery,
furniture, fixtures or other items of personal property having a “surface flame
spread ratio in excess of twenty-five (25)” as that term is used and commonly
accepted for fire insurance rating purposes.

    


    Section
5.3             Any
mechanic’s lien filed against the Demised Premises or the Building for work done
or claimed to have been done for, or materials furnished to, Tenant shall be
discharged by Tenant, at Tenant’s expense, by payment, filing of the bond
required by law or otherwise within thirty (30) days of the notice of such filing.

    


    Section
5.4             Notwithstanding
anything to the contrary herein contained, Tenant shall have the right, at its
own cost and expense and without requiring Landlord’s consent, to make
non-structural alterations to the Demised Premises provided (i) all governmental
and municipal permits, consents and approvals are, at Tenant’s sole cost and
expense, obtained and kept in full force and effect, (ii) the alterations would,
and do, not consist of any changes or additions to the Building’s HVAC,
electrical, plumbing and other mechanical systems other than the distribution
portions of those systems exclusively serving, and which effect is confined to,
the Demised Premises (for the consequences of which effect on the Demised
Premises Landlord shall have no responsibility), (iii) the alterations would,
and do, not increase Landlord’s cost of providing Building services over the
standards set forth in this Lease that Landlord is required to furnish Tenant
without additional charge, (iv) the aggregate cost of any discrete alterations
or set of alterations does not exceed Twenty-Five Thousand and no/100 ($25,000.00 ) Dollars, (v) the alterations are not
visible from any point outside of the interior of the Demised Premises, (vi) all
such work is done in compliance with the Building’s rules and regulations
governing such work and (vii) all changes affecting the Building’s HVAC,
electrical, plumbing and other mechanical systems are done only by contractors
designated by (but in no event affiliated with) Landlord, provided said work is at competitive rates,  it being understood and
agreed that Tenant shall, prior to the undertaking of such alterations or
repairs, furnish Landlord with (i) a full set of plans and specifications set
forth for such work stamped “Approved” by the appropriate governmental or
municipal agencies with jurisdiction thereof if such approval is necessary or
(ii) copies of any working drawings that Tenant or its contractors or agents may
have if no such approval is necessary.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    ARTICLE
6 

    


    Compliance with
Laws

    


    Section
6.1             To
the best of Landlord’s knowledge, the Building is in material compliance with
Legal Requirements.  Tenant, at Tenant’s own expense, shall comply
with all requirements of law, rules, ordinances or regulations, present or
future, of any federal, state, municipal or other public authority having
jurisdiction over the Demised Premises, and with all requirements of the New
York Fire Insurance Exchange, or similar body, and of any liability insurance
company insuring Landlord against liability for accidents in or connected with
the Building, and shall not at any time use or occupy the Demised Premises in
violation of the Certificate of Occupancy for the Building, or be in conflict
with fire insurance policies covering the Building, or the fixtures and property
therein, or in a manner contrary to the purposes set forth in Section 3.1
hereof. Tenant shall comply with all reasonable rules, regulations and orders of
Landlord designed to promote the safety, good order and character of the
Building as a first-class office building, and with respect to the placing of
safes, machinery or other heavy material, and with the recommendations of any
insurance carrier.  Any increase in the fire insurance premium
applicable to the Building resulting from Tenant’s failure to comply with the
foregoing or from the manner in which Tenant uses and occupies the Demised
Premises, or any other expense caused to Landlord by reason of Tenant’s failure
to comply with the foregoing, shall be paid by Tenant to Landlord, as Additional
Rent on the first day of the month immediately following the effective date of
such increase or the incurring of such expense, as the case may
be.  In no event shall Tenant be obligated to remove any violations of
record as of the date of this Lease nor shall Tenant be obligated to perform any
remediation for any condition existing as of the date of this Lease that may
become a violation of record, subject to Section 1.22 hereof.

    


    Section
6.2              Notwithstanding anything in this Lease to the contrary,
Tenant shall not be required to alter the Demised Premises in any manner to
comply with Legal Requirements, or insurance requirements or environmental laws
if (i) as of the date of this Lease such Legal Requirements, insurance
requirements or environmental laws are in effect and the Demised Premises are in
violation of same, (ii) the alterations are structural in nature, (including,
without limitation, the installation of sprinklers in the Demised Premises)
unless Tenant’s particular manner of use or method of operation (in
contradistinction to the mere use of the Demised Premises for general and
administrative office purposes) has given rise to the requirement to make a
structural alteration, (iii) the alterations relate to any system or portion
thereof, including, without limitation, heating, ventilating, air conditioning,
plumbing, electrical or fire and/or smoke suppression and/or containment
systems, unless Tenant installed the system or unless Tenant’s particular manner
of use or operation (in contradistinction to the mere use of the Demised
Premises for general and administrative office purposes) has given rise to the
requirement to make such alteration to a system or (iv) the alterations relate
to environmental contaminants, including, without limitation, asbestos, which
contaminants existed prior to the date of this Lease.  In the event
that any condition referred to in this Section 6.2 occurs, the result of which
is the issuance of a violation or an adverse affect on Tenant’s operations, then
Landlord will remove said violation or remediate the subject condition within
twenty (20) days (unless removal or remediation is not reasonably possible
within said period, provided Landlord  commences such removal or
remediation within said twenty (20) day period and diligently pursues the
completion of removal or remediation thereafter), failing which, on fifteen (15)
days prior written notice to Landlord, Tenant may proceed to complete such
removal or remediation and offset the reasonable cost thereof against the next
installment(s) of Basic Rent.


    
      
         


      

      
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    ARTICLE
7 

    


    Assignment. Subletting.
Mortgaging. Etc.

    


    Section
7.1             Tenant
shall not, by operation of law or otherwise, assign, mortgage, hypothecate or
encumber this Lease, or sublet or permit the Demised Premises or any part
thereof to be used or occupied by others, without Landlord’s prior written
consent, in each instance, which consent shall not
be unreasonably withheld or delayed,  except that Tenant may,
provided it is not then in default hereunder beyond any applicable grace and
notice period provided herein for the cure thereof, sublet all or any portion of
the Demised Premises or assign all its interest in this Lease to its parent
company or a corporation or other entity under common control with Tenant or a
subsidiary or affiliate of it or its parent company, or to a corporation or
other entity in which it is merged, consolidated or acquired by, or to which all
or substantially all of its stock or  assets are sold (each
of which entity is hereinafter referred to as a “Permitted Transferee”), in
which event, Tenant shall (within thirty (30) days subsequent to the assignment
or subletting, as the case may be) give Landlord written notice of such
subletting or assignment, as the case may be, such notice to be accompanied by
an agreement executed by the sublessee with such sublessee agreeing, to the
extent of the term of the sublease and the portion of the Demised Premises so
sublet, to perform Tenant’s obligations hereunder in the event of a subletting
or by an assumption agreement executed in recordable form by Tenant and the
proposed assignee in the event of an assignment, each of which agreements must
in all respects be reasonably acceptable to Landlord. Any mortgage,
hypothecation, sale, transfer or other disposition of any (i) partnership
interest in Tenant (other than a transfer of an existing interest from one
partner to another existing partner) if Tenant is a partnership or (ii) controlling interest in  stock or voting rights
in Tenant (other than a transfer from an existing shareholder to another
existing shareholder or whose shares are traded on a publicly listed stock
exchange) if Tenant shall be a corporation, as the case may be, shall be deemed
to be an assignment of this Lease.   The consent of Landlord
to any assignment or subletting shall not (i) be deemed or construed to
constitute a waiver of the provisions of this Section or (ii) relieve Tenant of
the obligation, as a condition precedent, from first obtaining Landlord’s
express written consent to any further assignment or subletting. If this Lease
be assigned or if the Demised Premises or any part thereof be underlet or
occupied by anybody other than Tenant, Landlord may collect rent from the
assignee, undertenant or occupant, and apply the net amount collected to the
rent herein reserved, but no such assignment, underletting, occupancy or
collection shall be deemed a waiver of the prohibition on assignment, subletting
and occupancy contained in this Article 7, or the acceptance of the assignee,
undertenant or occupant, as tenant, or a release of Tenant or any guarantor of
Tenant’s performance under this Lease from their obligations under this Lease
and guaranty, respectively.


    
      
         


      

      
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    Section
7.2            Notwithstanding
the provisions of Section 7.1 hereof, Tenant shall, subject to obtaining
Landlord’s reasonable consent and subject to Landlord’s right to recapture as
set forth in Section 7.3 hereof, have the right to assign this Lease or sublet
a part of or  the entire Demised
Premises, provided Tenant shall submit to Landlord (i) the name of the proposed
assignee or subtenant, as the case may be; (ii) the terms and conditions of the
assignment or subletting, as the case may be, including, but not limited to, the
proposed commencement date; (iii) the nature and character of the proposed
assignee or subtenant, as the case may be, and of its or their business; and
(iv) banking, financial and other credit information relating to the proposed
assignee or subtenant, as the case may be, reasonably sufficient to enable
Landlord to determine the financial responsibility of the proposed assignee or
subtenant, as the case may be. If the proposed assignee or subtenant, as the
case may be, is, in the reasonable opinion of Landlord, of sufficient financial
responsibility to enable such (y) assignee to perform the obligations on
Tenant’s part to be paid and performed under this Lease or (z) subtenant to
perform, to the extent provided in the sublease, the obligation on Tenant’s part
to be paid and performed under this Lease, and the nature and character of the
proposed occupancy of the Demised Premises by such proposed assignee or
subtenant, as the case may be, conform to the character and dignity of the
Building and to the other occupants thereof, Landlord agrees that its consent to
the proposed assignment or subletting, as the case may be, shall not be
unreasonably withheld or delayed, provided Landlord does not exercise its right
of recapture, as hereinafter set forth.

    


    Section
7.3             Upon
the submission by Tenant of the information required by Section 7.2 hereof,
Landlord shall have twenty (20) business days within which to determine whether
or not to recapture this Lease from Tenant
or, in the alternative, within which to consent to or to reject the assignee or
subtenant, as the case may be, proposed by Tenant. If, within such twenty (20)
business day period, Landlord advises Tenant that it will recapture this Lease,
Tenant will, within thirty (30) days after such notification, execute and
deliver to Landlord or to Landlord’s designee, an unconditional assignment of
this Lease, in form and substance satisfactory to Landlord, effective as of a
mutually agreeable date, but in no event later than the commencement date of
such assignment or sublease, as the case may be.  Tenant shall not be
entitled to consideration or payment from Landlord (or Landlord’s designee) in
connection with any such assignment.  It is the intention of the
parties that in the event of such assignment to Landlord, or Landlord’s
designee, as a means of recapture, the cost of any required demising wall shall
be split equally between Landlord and Tenant.  If, within such twenty
(20) business day period Landlord advises Tenant that it will recapture this
Lease, the Lease shall be terminated in the event of a request to assign or in
the event of a sublet of all or more than fifty (50%) percent of the Demised
Premises, then only with regard to such sublet premises, provided that said
sublease or assignment is not to a Permitted Transferee.  If Landlord
consents to the proposed assignment or subletting, as the case may be, requested
by Tenant, Tenant shall be free to assign this Lease to the proposed assignee or
sublet the Demised Premises to the proposed subtenant, as the case may be, for a
period of one hundred twenty (120) days
after the date of Landlord’s consent, which consent shall lapse, cease and
terminate if the assignment or subletting is not accomplished within that one hundred twenty (120) day period. If Landlord
fails or omits to give notice to Tenant within thirty (30 )
days of its receipt of the information required by Section 7.2 hereof, Landlord
shall be deemed to have rejected the assignee or subtenant, as the case may be,
proposed by Tenant.  In the event that Landlord shall, pursuant to
Section 7.2 of this Lease, consent to any proposed assignment or sublease, as
the case may be, Tenant must within sixty (60) days of such consent by Landlord,
furnish Landlord with (i) an assignment of this Lease to the assignee executed
in recordable form by Tenant accompanied by an assumption agreement executed in
recordable form by Tenant and the proposed assignee in the case of an
assignment, or (ii) a sublease executed in recordable form by Tenant and the
subtenant and an agreement (enforceable by Landlord) executed in recordable form
by Tenant and the subtenant with such subtenant agreeing to perform Tenant’s
obligations under this Lease in the case of a sublease, each of which
assignment, sublease and agreement must in all respects be reasonably acceptable
to Landlord.  If Landlord exercises its option to terminate this
Lease, then this Lease (or such part of the
Demised Premises in the event of a sublet for less than the entire Demised
Premises) 
shall terminate on the proposed assignment or sublease commencement date
specified in Section 7.2 and all Basic Rent and Additional Rent shall be paid
and apportioned to such date.


    
      
         


      

      
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    Section
7.4             If
Landlord shall, pursuant to any of the provisions of this Lease, decline to give
its consent to any proposed assignment or subletting, as the case may be, Tenant
shall indemnify, defend and hold harmless Landlord against and from any and all
loss, liability, damages, costs and expenses (including reasonable counsel fees)
resulting from any claims that may be made against Landlord by any brokers or
other persons who dealt with Tenant in connection with the proposed assignment
or subletting, as the case may be.  Tenant covenants and agrees that
each assignment of this Lease or subletting of the Demised Premises entered into
by Tenant that requires Landlord’s approval or consent shall contain an express
provision conditioning the validity and effectiveness of the assignment or
subletting, as the case may be, and the rights hereunder of assignee or
subtenant, as the case may be, to Landlord’s approval of the assignment or
subletting, as the case may be. If it is judicially determined that Landlord had
no right to withhold, delay or condition its consent to a proposed assignment or
subletting, Landlord’s sole obligation and liability shall be limited to the
granting of such consent promptly subsequent to that judicial
determination.

    


    Section
7.5             If
Tenant shall sublease the Demised Premises to anyone or any entity other than a
Permitted Transferee for rents or other sums which for any period shall exceed
the Basic Rent and Additional Rent payable under this Lease for the same period,
Tenant shall pay Landlord, as Additional Rent hereunder fifty percent (50 %) of the amount of any rents, additional
charges or other consideration payable, and paid, under the sublease to Tenant
by the subtenant which is in excess of the Basic Rent and Additional Rent
accruing during the term of this Lease net of reasonable and actual
out-of-pocket brokerage, legal and architectural fees and the cost of any
alterations made in compliance with this Lease incurred by Tenant in
consummating said sublease.  Tenant shall make commercially reasonable
efforts to enforce the terms, covenants and conditions of any such
sublease.

    


    Section
7.6             Tenant
shall reimburse Landlord within ten (10) days for any reasonable  costs that may be
incurred by Landlord in connection with any proposed assignment or sublease,
including, without limitation, the costs of making investigations as to the
acceptability of the proposed assignee or subtenant, and reasonable legal fees
and costs incurred in connection with considering any requested consent, but in
no event more than $3,000.00 per request.


    
      
         


      

      
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    ARTICLE
8

     

    Indemnification by
Tenant

    


    Section
8.1             Tenant
shall defend (with counsel reasonably satisfactory to Landlord) and indemnify
and hold harmless Landlord and Landlord’s directors, officers, employees,
members and agents against any claim, expense, loss, or liability paid, suffered
or incurred as the result of (a) any breach, violation or non-performance by
Tenant, its agents, directors, officers, employees, contractors (and its and
their employees), visitors and/or licensees, guests or customers of any
covenant, condition or agreement of this Lease on Tenant's part to be fulfilled,
kept, observed and performed, (b) any and all claims against Landlord of
whatever nature arising from any act, omission or negligence of Tenant, its
agents, directors, officers, employees, contractors (and its and their
employees), visitors and/or licensees, guests or customers, (c) all claims
against Landlord arising from any accident, injury or damage whatsoever caused
to any person or to the property of any person and occurring during the term of
this Lease in or about the Demised Premises, excluding, however, such claims
resulting from any work or thing done in or about the Demised Premises by
Landlord or Landlord’s employees, agents or contractors, and (d) all claims
against Landlord arising from any accident, injury or damage occurring outside
of the Demised Premises but anywhere within or about the Building, where such
accident, injury or damage results or is claimed to have resulted from an act or
omission of Tenant or Tenant’s agents, directors, officers, employees,
contractors (and its and their employees), visitors and/or licensees, guests or
customers.  Tenant shall not be entitled to assert any claims for
damages to personal property, fixtures, installations or improvements, or to
assert a claim that Tenant has been constructively evicted from all or any
portion of the Demised Premises, because of a condition resulting from
Landlord's fault or from the action or omission of any other tenant of leased
space in the Building, unless Tenant shall have first informed Landlord, and
such other persons as are entitled to notice pursuant to the provisions of
Section 13.2 hereof, in writing, of the objectionable condition or conditions,
and Landlord, or such other persons referred to in Section 13.2 hereof, shall
have failed within a reasonable time after receipt of such notice to remedy the
condition or conditions complained of.  The Tenant’s obligations to
Landlord pursuant to this Article shall survive the termination of this
Lease.

    


    Section
8.2             (i)  Landlord shall indemnify and save Tenant and its
employees and agents harmless from and against (i) any and all claims against
Tenant which are caused by the negligence or willful misconduct of Landlord or
its contractors, licensees, agents, employees or invitees in or about the
Building, (ii) all claims against Tenant which arise from any construction or
other work undertaken by Landlord in the Building during the term of the Lease,
(iii) all claims against Tenant arising from any breach or default of the Lease
by Landlord, and (iv) all claims against Tenant which arise from any accident,
injury, or damage whatsoever, caused to any person or to the property of any
person occurring in or about the Common Areas (as hereinafter defined), except
if such is caused by the willful misconduct or  gross negligence of
Tenant, its contractors, licensees, subtenants, agents, servants, employees,
invitees or visitors.

    


                (ii)
The term “ Common
Areas” shall mean the parts of the Building
and the Land designated by Landlord from time to time for the common use of all
tenants.


    
      
         


      

      
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    ARTICLE
9 

     

    Services

    


    Section
9.1            
For the purposes of this Lease, the term “weekdays” shall exclude Saturdays,
Sundays and holidays; and the term “holidays” shall mean New Year’s Day,
Presidents’ Day, Decoration or Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas, and such other holidays as may from time to time be
nationally recognized.

    


    Section
9.2              Landlord
shall provide access to the Demised Premises 24
hours per day, 7 days per week, including elevators that service the
Building.

    


    Section
9.3             (A)           Landlord
shall, through the air-conditioning systems and heating systems of the Building,
furnish to the Demised Premises, on weekdays, on an all-year round basis,
air-conditioning or heating from 8:00 A.M. to 6:00 P.M. on weekdays and 8:00
A.M. to 1:00 P.M. on Saturdays, and subject to all laws, rules, regulations and
statutes of all governments, including agencies and departments thereof having
or claiming jurisdiction over the Building or the Demised
Premises.  Tenant shall, in addition to the $3.35 per rentable square
foot per year charge, reimburse Landlord for the cost of electricity used to
operate Tenant’s supplemental HVAC, if any, the costs of which shall be
determined by Landlord based upon an electrical survey that Landlord shall, from
time to time, cause to be done.

    


    (B)           Landlord
will maintain the air-conditioning system in a manner befitting a first-class
building, and will use reasonable care to keep the same in proper and efficient
operating condition. Landlord will not be responsible for the failure of the
heating, ventilating and air-conditioning systems to meet the requirements
hereinbefore specified, if such failure results from the occupancy of the
Demised Premises by more than an average of one person for each 200 square feet
of rentable area, or if Tenant installs and operates machines and appliances the
total connected electrical load of which exceeds six (6) watts per square foot
-of rentable area, or if Tenant arranges or rearranges partitioning so as to
interfere with the normal operation of the heating, ventilating and
air-conditioning systems; it being understood and agreed that any changes
required to rectify the situation, if the situation is rectifiable, shall be
done by Landlord, at Tenant’s cost and expense, and all increases in costs
necessary to operate said systems, if any, occasioned by, or resulting from,
Tenant’s acts or omissions shall be chargeable to, and paid by,
Tenant.

    


    (C)           Tenant
agrees to keep, and cause to be kept closed, all the windows and the Building
doors in the Demised Premises at all times, and Tenant agrees to cooperate
fully with Landlord, and to abide by all the regulations and requirements which
Landlord may reasonably prescribe for the proper functioning and protection of
said heating, ventilating and air-conditioning systems.


    
      
         


      

      
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    (D)           Provided
Tenant gives Landlord written notice prior to (i) 1:00 P.M. of the applicable
day for which after-hours services are being requested in the case of
after-hours services on weekdays and (ii) 3:00 P.M. on the Friday preceding the
applicable Saturday or Sunday for which after-hours services are being requested
in the case of after-hours services on Saturdays or Sundays, Landlord will, on
weekdays after 6:00 P.M. and on Saturdays between the hours of 8:00 A.M. and
1:00 P.M. (exclusive of holidays) and at any time on Sundays (exclusive of
holidays), as the case may be, provide heating and/or air-conditioning, at the
rate of (a) $95.00 per hour from April 1st through
October 31st and
$115.00 per hour from November 1st through
March 31st where
the after-hours service is requested for any day other than a Sunday or a
holiday and the after-hours services requested are for a continuous,
uninterrupted period for the day involved (i.e., the service is requested to
commence at a specified time and to continue from that time to any specified
period of time up to 8:00 A.M. of the following day in the case of a specified
weekday or until midnight of a specified Saturday) and (b) $95.00 per hour from
April 1st through
October 31st and
$115.00 per hour from November 1st through
March 31st per
hour on Sundays or where the after-hours services requested are not for a
continuous, uninterrupted period (i.e., the service is requested to commence at
a specified time on a weekday and to cease and then recommence prior to 8:00
A.M. of the following day or the service is requested to commence at a specified
time on a Saturday and to cease and then recommence prior to midnight of that
Saturday) with a minimum three (3) hour charge for each period (if there is any
break between requested service, each period separated by a break shall be
treated as a period) of such after-hours services. Landlord shall not be
required to provide heating or air-conditioning on holidays. 

    


    Section
9.4             (A)           Tenant
agrees to pay to Landlord as and for Additional Rent the cost of the electric
service exclusive of the energy required for heat and air-conditioning to be
furnished by Landlord during weekday business hours and Saturdays (exclusive of
holidays) from 8:00 A.M. to 1:00 P.M. an amount computed at the rate of $3.35
per rentable square foot per year, payable monthly on the first of every month,
based on 238 hours per month. The reference herein or in the succeeding
paragraphs relating to rates, bills or charges of electricity and to escalation
thereof shall be deemed to include and refer to any and all components of the
bill rendered or to be rendered in the future by the utility company furnishing
such electricity (the “ Utility
Company”), including, but not limited to time of day charges, fuel
adjustments, demand or other charges, and taxes. Tenant shall, in addition to
the $3.35 per rentable square foot per year charge, reimburse Landlord for the
cost of electricity used to operate Tenant’s supplemental HVAC, if any, the
costs of which shall be determined by Landlord based upon an electrical survey
that Landlord shall, from time to time, cause to be done.

    


    (B)           The
foregoing formula is predicated upon Tenant having a connected load of six (6)
watts per rentable square foot.  Any excess above said six (6) watts
per rentable square foot shall be charged to Tenant at the rate of $0.459 per
rentable square foot per year, as such charge may be adjusted upwards as
provided in Sections 9.6 and 9.7 hereof, for each excess watt (or part thereof,
computed and adjusted to the nearest one-hundredth).

    


    Section
9.5             In
the event that Tenant shall require electricity service beyond the normal 238
hours per month, Tenant shall pay the additional charge of $.00117 per rentable
square foot per hour (based on six (6) watts per rentable square foot), as such
charge may be adjusted upwards as provided in Sections 9.6 and 9.7 hereof.
Landlord will bill Tenant for said charges, on a monthly or quarterly basis, at
Landlord’s option, and Tenant shall pay the same within thirty (30) days after
its receipt of the bill therefor. Upon Tenant’s failure to pay any such bill for
the foregoing charges, Landlord shall be entitled to collect such charges as in
the case of a failure to pay rent. The provisions of this Article shall survive
the expiration or earlier termination of this Lease.


    
      
         


      

      
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    Section
9.6             The
rates referred to in Sections 9.3 through 9.5 are based upon current rates
promulgated by the Utility Company. All of the rates referred to
in the aforesaid Sections of this Article are subject to increase to reflect
changes in rate and classifications and increases in rates employed by the
Utility Company. Tenant agrees to pay such increase in rates and changes in
rates and classifications ,
provided such increases are uniformly
charged to all other tenants in the Building . Landlord shall give due
notice to Tenant of any such increases or change in classification. Tenant shall
not be or become entitled to a reduction in rent, Additional Rent, or to other
reimbursement in the event it uses less energy than is contemplated by the
aforesaid Sections of this Article.

    


    Section
9.7             Landlord
hereby reserves to itself the right, from time to time, to cause a reputable
electric engineering company (the “Engineer”) to make a survey of
Tenant’s electric energy usage requirements to determine whether the six (6)
watts per rentable square foot limitation has been exceeded and, if so, to what
extent. If these surveys indicate at the time that Tenant’s electricity usage
exceeds six (6) watts per rentable square foot, and the cost to Landlord by
reason thereof, computed on an annual basis at rates which would be charged by
the Utility Company is in excess of the initial cost similarly computed, then
the Additional Rent provided for in Section 9.4(B) shall be appropriately
increased commencing with the first day of the month immediately following the
completion of such survey and the submission of a copy thereof to Tenant and the
increases shall be effective as of the date of the change of connected power
load or electric consumption occurred (as determined by the surveyor) with such
retroactive payment payable in a lump sum within thirty (30) days of Landlord’s
furnishing Tenant with a bill therefor.

    


    Section
9.8             Landlord
reserves the right to discontinue furnishing such electric energy to Tenant at
any time, upon giving not less than sixty (60) days prior written notice to
Tenant to such effect, and from and after such effective date of termination,
Landlord shall no longer be obligated to furnish Tenant with electric energy. If
Landlord exercises such right of termination, this Lease shall remain unaffected
thereby, and continue in full force and effect, and thereafter Tenant shall
arrange to obtain electric service direct from the public utility company
servicing the Building, utilizing the then existing electric feeders, risers and
wiring serving the Demised Premises to the extent that the same are available,
suitable and safe for such purpose. Landlord, at Tenant’s expense, shall do all
work necessary to provide such direct service, including installations of
meters, additional wiring and panel board, as may be necessary therefor, so as
to enable Tenant to receive its electric current directly from the Utility
Company without any expense to Landlord.


    
      
         


      

      
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    Section
9.9            Landlord
shall have full and unrestricted access to all air-conditioning and heating
equipment, and to all other utility installations servicing the Building and the
Demised Premises. Landlord reserves the right temporarily to interrupt, curtail,
stop or suspend air-conditioning and heating service, and all other utility, or
other services, because of Landlord’s inability to obtain, or difficulty or
delay in obtaining labor or materials necessary therefor, or in order to comply
with governmental restrictions in connection therewith, or for any other cause
beyond Landlord’s reasonable control. Except as specifically set forth herein,
no diminution or abatement of Basic Rent, Additional Rent, or other compensation
shall or will be claimed by Tenant, nor shall this Lease or any of the
obligations of Tenant hereunder be affected or reduced by reason of such
interruptions, stoppages or curtailments, the causes of which are hereinabove
enumerated, nor shall the same give rise to a claim in Tenant’s favor that such
failure constitutes an actual or constructive, total or partial eviction from
the Demised Premises.

    


    Section
9.10           Landlord
agrees to provide in the Demised Premises all other services set forth in Exhibit D , annexed
hereto and made a part hereof, entitled “Cleaning Schedule”. Landlord
shall not be liable to provide any extra cleaning services occasioned by
Tenant’s use of the Demised Premises after 6:00 P.M. on weekdays nor shall
Landlord be required to provide cleaning services on Saturdays, Sundays or
holidays.  In the event that Tenant desires such extra cleaning
services, or the cleaning of the interior glass partitions, same shall be
performed at Tenant’s sole cost and expense at then current standard rates in
the Building.

    


    Section
9.11           Tenant
agrees that extraordinary waste, such as crates, cartons, boxes, etc. (the
discarding of used furniture or equipment being deemed extraordinary waste)
shall be removed from the Building and properly disposed of away from the Land
by Tenant, at Tenant’s own cost and expense. At no time shall Tenant place any
waste of any kind in any public areas. If Tenant does so, the parties agree that
everything so placed is abandoned and of no value to Tenant, and Landlord may
have the same removed and disposed of at Tenant’s expense. This remedy is in
addition to any other remedies Landlord may have.

    


    ARTICLE
10 

    


    Inspection By Landlord -
Right To Enter

    


    Section
10.1           Tenant,
at all times during the term hereof after reasonable advance notice to Tenant
(except in an emergency, in which event only such notice, if any, as is
reasonable under the circumstances shall be required), shall permit inspection
of the Demised Premises during business hours by Landlord, and Landlord’s agents
or representatives, and by or on behalf of prospective purchasers and/or
mortgagees, and, during the twelve (12) months next preceding the expiration of
this Lease, shall permit inspection thereof by or on behalf of prospective
tenants.


    
      
         


      

      
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    Section
10.2           Tenant
shall permit Landlord to erect, use and maintain unexposed pipes, wires, ducts
and conduits in and through the Demised Premises. Landlord or Landlord’s agents
shall have the right, after reasonable advance notice to Tenant (except in an
emergency, in which event only such notice, if any, as is reasonable under the
circumstances shall be required) to enter the Demised Premises to facilitate the
making of repairs and improvements to other portions of the Building, including
other tenant’s space, and to make such repairs or alterations as Landlord deems
desirable for the proper operation of the Building. Landlord shall have the
right to enter the Demised Premises at any time, to examine them, or when
necessary for the protection of the Demised Premises and/or the Building. In
connection with the foregoing, Landlord shall be allowed to take all materials
into and upon the Demised Premises that may be required for such repairs,
improvements or alterations, without the same constituting an eviction of
Tenant, in whole or in part, and without any abatement or diminution of the
Basic Rent or Additional Rent. In making of such repairs or alterations,
Landlord, to the extent practicable and consistent with efficiency and economy,
will exercise reasonable diligence so as to minimize the disturbance of or
interference with the business of Tenant. Nothing herein contained, however,
shall be deemed or construed to impose on Landlord any obligation,
responsibility or liability whatsoever for the care, supervision or repair of
the Building or any part thereof, other than as herein provided. Landlord shall
also have the right, at any time, without the same constituting an actual or
constructive eviction, and without incurring any liability to Tenant therefor,
to change the arrangement and/or location of entrances or passageways, doors and
doorways and corridors, elevators, stairs, toilets or other public parts of the
Building, provided Landlord, at its expense, shall make such alterations,
additions or changes which may be required to adapt the Demised Premises to such
new conditions.

    


    ARTICLE
11 

    


    Condemnation

    


    Section
11.1           If
all, or substantially all, of the Building shall be lawfully condemned or taken
in any manner for any public or quasi-public use, this Lease shall cease and
terminate as of the date of vesting of title in the conditions.

    


    Section
11.2           If
a portion of the Building or parking area shall be so condemned or taken, but if
such taking shall substantially affect the Demised Premises or if such
condemnation or taking shall be of a substantial part of the Demised Premises,
Landlord and Tenant shall each have the right, by delivery of notice in writing
to the other party, to terminate this lease and the term and estate hereby
granted, as of the date of the vesting of title in the condemnor. If neither
party shall so elect, this Lease shall be and remain unaffected by such
condemnation or taking, except that, effective as of the date of actual taking,
the Basic Rent payable by Tenant shall be diminished by an amount which shall
bear the same ratio to the Basic Rent as the rentable square foot floor area of
the portion of the Demised Premises taken bears to the rentable square foot
floor area of the Demised Premises, and Tenant’s Proportionate Share shall be
adjusted accordingly.

    


    Section
11.3           In
the event of the termination of this Lease in accordance with the provisions of
Section 11.1 or 11.2 hereof, the Basic Rent and the Additional Rent shall be
apportioned and prorated accordingly. In the event of any taking, partial or
otherwise, Tenant shall not be entitled to claim or receive any part of any
award or compensation which may be awarded in any such condemnation proceeding,
or as a result of such condemnation or taking, whether the same be for the value
of the unexpired term of this Lease or otherwise, or to any damages against
Landlord and/or the condemning authority. Nothing herein contained, however,
shall be deemed to preclude Tenant from making any separate claim against the
condemnor for the value of any fixtures or other installations made by Tenant in
the Demised Premises and which do not, upon installation or the expiration or
earlier termination of this Lease, become the property of Landlord, or for
Tenant’s moving expenses.


    
      
         


      

      
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    ARTICLE
12 

    


    Fire and Other Casualty and
Required Insurance

    


    Section 12.1         
(a)           If
the Demised Premises or any part thereof shall be damaged by fire or other
casualty, Tenant shall give immediate notice thereof to Landlord and this Lease
shall continue in full force and effect except as hereinafter set
forth.

    


    (b)           If
the Demised Premises are partially damaged or rendered partially unusable by
fire or other casualty, the damages thereto shall be repaired by and at the
expense of Landlord and the rent, until such repair shall be substantially
completed, shall be apportioned from the day following the casualty according to
the part of the premises which is usable.

     

    (c)           If
the Demised Premises are totally damaged or rendered wholly unusable by fire or
other casualty, the rent shall be paid up to the time of the casualty and
thenceforth shall cease until the date when the premises shall have been
repaired and restored by Landlord, subject to Landlord’s right to elect not to
restore the same as hereinafter provided.

    


    (d)           If
the Demised Premises are rendered wholly unusable (whether or not the Demised
Premises are damaged in whole or in part) or if the Building shall be so damaged
that Landlord shall decide to demolish it or to rebuild it then, in any of such
events, Landlord may elect to terminate this Lease by written notice to Tenant
given within ninety (90) days after such fire or casualty specifying a date for
the expiration of this Lease, which date shall not be more than sixty (60) days
after the giving of such notice, and upon the date specified in such notice, the
term of this Lease shall expire as fully and completely as if such date were the
date set forth above for the expiration of this Lease and Tenant shall forthwith
quit, surrender and vacate the premises without prejudice, however, to
Landlord’s rights and remedies against Tenant under the Lease provisions in
effect prior to such termination, and any rent owing shall be paid up to such
date and any payments of rent made by Tenant which were on account of any period
subsequent to such date shall be returned to Tenant. Unless Landlord shall serve
a termination notice as provided for herein, Landlord shall make the repairs and
restorations under the conditions of (b) and (c) hereof, with all reasonable
expedition subject to delays due to adjustment or insurance claims, labor
troubles and causes beyond Landlord’s control.

     

    (e)            If the Demised Premises shall be substantially damaged
or destroyed during the final year of the term of this Lease or if at any time
during the term of this Lease to the extent that repair or restoration would
require more than nine (9) months or if it in fact takes more than nine (9)
months to repair, Tenant shall have the option, to be exercised by giving
written notice to Landlord, within thirty (30) days of the occurrence of such
damage or failure to complete same by expiration of said nine (9) month period,
to terminate this Lease and the Term and estate hereby granted as of the date of
such damage or destruction.  Nothing contained hereinabove shall
relieve Tenant from liability that may exist as a result of damage from fire or
casualty, except as may be expressly provided otherwise in Section
12.2.


    
      
         


      

      
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    Section
12.2           Landlord
will secure an appropriate clause in, or endorsement to, any fire and extended
coverage insurance policy covering the Building, pursuant to which its insurance
companies (i) waive all right of claims and/or subrogation against Tenant with
respect to losses payable under such policies and/or (ii) agree that such
policies shall not be invalidated should the insured waive in writing prior to a
loss any or all rights of recovery against any party for losses covered by such
policies, Landlord agrees that it will not make any claim against or seek to
recover from Tenant for any loss or damage to the Building covered by such fire
and extended coverage insurance to the extent that the entire loss or damage has
been paid by the insurance company and collected by Landlord. If, as a condition
of making either of the aforesaid clauses or endorsements available to Landlord,
the insurance carrier of Landlord shall require the payment of an additional
premium, over and above the normal and standard premium for the coverage
involved, Landlord will notify Tenant of such premium or charge, and if Tenant
shall require that either of the available clauses or endorsements be contained
in Landlord’s policy or policies, Tenant agrees to and shall pay the additional
premium cost or charge. Landlord shall carry throughout the term of this Lease
(i) all-risk full replacement cost (or in such lower amount as the then holder
of the first mortgage shall permit) fire and extended coverage insurance on the
Building and all realty improvements therein, including a rent loss endorsement
for at least twelve (12) months, (ii) comprehensive general liability insurance
with respect to all Common Areas of the Building in an amount not less than that
required of Tenant with respect to the Demised Premises, and (iii) workers’
compensation equal to the statutory requirements or that required of Tenant
under this Lease with respect to its employees.

    


    Section
12.3           Tenant
acknowledges that Landlord will not carry insurance on Tenant’s personal
property, contents, furniture and/or furnishings or any fixtures or equipment,
improvements, or appurtenances removable by Tenant and agrees that Landlord will
not be obligated to repair any damage thereto or replace the same, for any
reason whatsoever.  Tenant shall, throughout the term of this Lease,
maintain at its own cost and expense, (a) insurance against loss or damage by
fire and such other risks and hazards as are insurable under present and future
standard forms of fire and extended coverage insurance policies (including,
without limitation, protection against vandalism, malicious mischief and
sprinkler, equipment, boiler and machinery insurance against leakage or
explosion), to the personal property, furniture, furnishings and fixtures
belonging to Tenant located in the Demised Premises, in an amount adequate to
cover actual replacement cost, which insurance policies may include a provision
for the deduction from any recovery thereof of a sum in such amount as is then
standard in insurance policies insuring property similar to Tenant’s property,
(b) comprehensive general liability insurance in the amounts set forth in
Section 12.5, (c) worker’s compensation and employer’s liability insurance in
the amounts set forth in Section 12.5, and (d) umbrella liability insurance in
the amounts set forth in Section 12.5.  All insurance required to be
maintained by Tenant under this Lease shall be approved by Landlord and shall be
provided by insurance companies with an A.M. Best Rating of “AX” or better and
who are licensed by the state of New York.  Prior to Tenant’s taking
occupancy of, or undertaking work in, any portion of the Demised Premises, and
thereafter not less than thirty (30) days prior to the expiration of any policy
or policies, evidence of the issuance, or renewal, of such policy or policies,
or a new certificate for the initial or renewal period, as the case may be,
shall be delivered to Landlord.  Such evidence or certificate shall
clearly state that the insurance coverage applies in New York
State.  Such insurance shall name Landlord, Landlord’s controlled
subsidiaries, and Landlord’s agents, officers, directors, members servants and
employees as additional insureds on a primary basis and shall contain an
agreement on the part of the insurance company (A) not to cancel such policy or
coverage, or change the terms of such coverage, without thirty (30) days prior
written notice to Landlord and (B) that no act or omission of any named assureds
will invalidate the policy as to the other named insureds. In the event of the
occurrence of any fire or other casualty insured against by Tenant’s policy,
Landlord, at the time of the occurrence of any such event, when called on to do
so by Tenant, will by appropriate written instrument, assign to Tenant all of
Landlord’s right, title and interest in and to such insurance
proceeds.  Tenant agrees to look solely to its insurance company for
payment for any loss or damage to its property, and not to make any claim
against, or seek to recover from, Landlord, its officers, directors, members,
servants, agents or employees for such loss or damage, whether or not the loss
or damage was due to the acts or omissions of Landlord or its officers,
directors, members, servants, agents or employees. Upon the occurrence of any
casualty insured against, Tenant shall have full authority to, and shall, take
all necessary measures to negotiate, compromise or adjust any loss under
Tenant’s policy. Tenant hereby waives any and all right of recovery, which it
might otherwise have against Landlord, its employees and servants, agents and
employees for loss or damage to Tenant’s furniture, furnishings, fixtures and
personal property. Tenant, at its cost and expense, will cause its insurance
carrier to include, in each policy of insurance that Tenant is, by the terms and
provisions of this Lease, required to obtain or which is obtained by Tenant, an
endorsement (i) waiving the right of subrogation against Landlord and Landlord’s
agents, officers, directors, members, servants and mortgagees with respect to
losses payable under such policies or (ii) agreeing that such policies shall not
be invalidated should the insured waive in writing prior to a loss any or all
right of recovery against any party for losses covered by such
policies.


    
      
         


      

      
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    Section
12.4           Subject
to the foregoing provisions of this Article 12, Tenant hereby expressly waives
the provisions of Section 227 of the Real Property Law, or any other law or
statute hereafter enacted of similar import, and agrees that the foregoing
provisions of this Article shall govern and control in lieu
thereof.

    


    Section
12.5           Tenant
shall maintain at its own cost and expense:

    


    (a)           Commercial General Liability Insurance covering
the Demised Premises on an occurrence basis with minimum limits of liability in
an amount equal to One Million ($1,000,000.00) Dollars for bodily injury,
personal injury or death to any one person and Two Million ($2,000,000.00)
Dollars for bodily injury, personal injury or death to more than one (1) person,
or a single limit of Two Million ($2,000,000.00) Dollars for bodily injury,
personal injury or death per occurrence, and with a separate limit of Two
Million ($2,000,000.00) Dollars for Products/Completed Operations per
occurrence, and Two Hundred Fifty Thousand ($250,000.00) Dollars with respect to
damage to property by water or otherwise, such policy shall name Landlord, the
holder of any mortgage and/or over, ground or master lease on all or any portion
of Landlord’s interest in the Land and/or Building, as additional named assureds
to the extent of Tenant’s acts or omissions or the acts or omissions of Tenants’
contractors, agents, its and their employees and its guests, customers or
invitees and shall provide that the same may not be cancelled or terminated
without at least thirty (30) days written notice to Landlord and the additional
named assureds by the insurance company issuing such policy, and that no act or
omission to act of Tenant shall invalidate such insurance as to Landlord and the
other additional named assureds;


    
      
         


      

      
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    (b)           Worker’s
Compensation and Employer’s Liability Insurance in accordance with the laws of
the State of New York;

    


    (c)           Umbrella
liability insurance with maximum limits of liability in an amount equal to Five
Million ($5,000,000.00) Dollars per occurrence with a Five Million
($5,000,000.00) Dollar minimum aggregate; and

    


    (d)           When reasonably required by Landlord, such other
insurance against other insurable hazards and in such amounts as may from time
to time be commonly and customarily insured against and are generally available
for tenants in first-class, Class A office buildings in Nassau County, New
York.

    


    Section
12.6            During the term of this Lease and any renewal hereof,
Landlord shall keep and maintain in full force and effect, standard liability
and property insurance in amounts and on terms that are commonly and customarily
insured against and are generally available for and selected by other owners of
similar class multi-tenanted office buildings located on Long Island, New
York.

    


    Section
12.7            Tenant shall have the right to insure and maintain the
insurance coverages set forth in this Article 12 under blanket insurance
policies covering other premises occupied by Tenant so long as such blanket
policies comply as to terms and amounts with the insurance provisions set forth
in this Lease; provided that upon request, Tenant shall deliver to Landlord a
certificate of Tenant’s insurer evidencing the portion of such blanket insurance
allocated to the Demised Premises.

    


    ARTICLE
13

    


    Subordination

    


                 Section
13.1   Provided that a fully executed non-disturbance
agreement is delivered to Tenant in the form annexed hereto as Exhibit H , this
Lease shall be, and at all times shall continue to be, subject and subordinate
to (i) all mortgages and/or over, ground or master leases which may now or
hereafter affect all or any portion of the Land, Building and other improvements
now or hereafter erected on the Land and any and all further advances on all
such mortgages, and (ii) any renewals, spreaders, increases, modifications,
consolidations, replacements and extensions of such mortgages or leases. This
clause shall be self-operative, and no further instrument of subordination shall
be required, except Tenant, if requested by any such mortgagee or lessor or
proposed mortgagee or lessor, agrees to confirm this subordination by promptly
executing (in recordable form) any certificate or other document that Landlord
may reasonably request in confirmation of such
subordination.  Landlord will obtain a non-disturbance agreement from
the holder of the mortgage currently encumbering the Land and the Building  and shall obtain a non-disturbance agreement from the
future holder of any mortgage encumbering the Land or the Building in
substantially the same form as annexed as Exhibit H attached hereto.


    
      
         


      

      
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    Section
13.2           Tenant,
for the benefit of any mortgagee, agrees that:

    


    (a)           except
as otherwise provided for herein, it will not pay to Landlord more than one
month’s rent in advance;

     and

    


    (b)           in
the event of any default on the part of Landlord arising out of or accruing
under this Lease, whereby the validity or the continued existence of this Lease
might be impaired or terminated by Tenant by reason of any such default or
defaults, Tenant will give written notice thereof to any mortgagee or holder of
a ground, master or over lease affecting all or any part of the Land and/or
Building, and grant to such mortgagee or holder of a ground, master or over
lease a reasonable time after the giving of such notice by Tenant to cure and
following the time when such mortgagee or leaseholder shall have become entitled
under the applicable mortgage or lease to remedy the same, and that such right
on the part of any such mortgagee or holder of a ground, master or over lease to
cure any such default or defaults shall not be deemed to create any obligation
on such party’s part to cure or to undertake the elimination of any such default
or defaults, unless the mortgagee or holder of a ground, master or over lease
elects to do so.

    


    ARTICLE
14

    


    Certificates by Tenant and
Landlord

    


    Section
14.1           At
any time and from time to time, Tenant, for the benefit of Landlord and the
holder of any mortgage or ground, master or over lease affecting all or any
portion of the Land and/or Building, on at least fifteen (15
) days prior written request by Landlord, will deliver to Landlord a written
statement, in recordable form, certifying that this Lease is not modified and is
in full force and effect (or if there shall have been modifications, that the
same is in full force and effect as modified, and stating the modifications),
the Commencement Date and the dates to which the Basic Rent, Additional Rent and
other charges have been paid, and whether or not, to the best knowledge of the
signer of such statement, there are any then existing defaults on the part of
either Landlord or Tenant in the performance of the covenants, conditions or
other provisions of this Lease, and, if so, specifying the default of which the
signer of such statement has knowledge.


    
      
         


      

      
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    ARTICLE
15

    


    Events of
Default

    


    Section
15.1    
If Tenant defaults in fulfilling any of the covenants of this Lease including,
without limitation, the covenants for the payment of Basic Rent, Additional Rent
or any other charge or payment payable under this Lease and Tenant fails to cure such default
within five (5) days of receipt of written notice from Landlord of such default
(any failure after notice in
such payment being hereinafter referred to as a “ Monetary
Default”); or if the Demised
Premises become abandoned for a period in excess of twenty (20)
business days other than as a result of a casualty rendering the Demised
Premises untenantable; or if there shall be filed by or against Tenant in any
court pursuant to any statute a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver, custodian or trustee of all
or a portion of Tenant’s property or if Tenant makes an assignment for the
benefit of creditors, or petitions for or enters into arrangement with creditors
(any of which events are hereinafter referred to as an “ Event of
Insolvency”); or if any
execution or attachment shall be issued against Tenant or any of Tenant’s
property whereupon the Demised Premises shall be taken or occupied by someone
other than Tenant; then, in any one or more of such events, upon Landlord
serving a written fifteen (15) days notice upon Tenant specifying the nature of
said default and upon the expiration of said fifteen (15) days, if Tenant shall
have failed to comply with or remedy such default, or if the said default or
omission complained of is other than a Monetary Default and shall be of a nature
that the same cannot be completely cured or remedied within said fifteen (15)
day period, and if Tenant shall not have diligently commenced curing such
default within such fifteen (15) day period, and if Tenant shall not thereafter
with reasonable diligence and in good faith proceed to remedy or cure such
default, then Landlord may serve a written three (3) days notice of cancellation
of this Lease upon Tenant, and upon the expiration of said three (3) days, this
Lease and the term thereunder shall end and expire as fully and completely as if
the expiration of such three (3) day period were the day herein definitely fixed
for the end and expiration of this Lease and the term thereof and Tenant shall
then quit and surrender the Demised Premises to Landlord but Tenant shall remain
liable as hereinafter provided.

     

    Section
15.2      
If the notice provided for in Section 15.1 hereof shall have been given, and the
term shall expire as aforesaid or if Tenant shall make default in the payment of
the basic annual rent reserved herein or any item of Additional Rent herein
mentioned or any part of either or in making any other payment herein
required 
after notice and opportunity to cure provided for in Section 15.1
; then and in any of such events Landlord may re-enter the demised premises
either by force or otherwise and dispossess Tenant and the legal representative
of Tenant or other occupants of the demised premises by summary or other legal
proceedings or otherwise and remove their effects and hold the premises as if
this Lease had not been made, and Tenant hereby waives the service of notice of
intention to re-enter or to institute legal proceedings to that
end.

     

    Section
15.3     
Notwithstanding any expiration or termination prior to the Lease expiration date
as set forth in this Article 15, Tenant’s obligation to pay Basic Rent and
Additional Rent under this Lease shall continue to and cover all periods up to
the date provided in this Lease for the expiration of the term
hereof.


    
      
         


      

      
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    Section
15.4      In case of any such
re-entry, expiration and/or dispossess by summary proceedings or otherwise as
set forth in this Article 15 (a) the rent shall become due thereupon and be paid
up to the time of such re-entry, dispossess and/or expiration, together with
such expenses as Landlord may reasonably incur for legal expenses, reasonable
attorneys’ fees, brokerage fees, and/or putting the Demised Premises in good
order, or for preparing the same for re-rental; (b) Landlord may relet the
premises or any part or parts thereof, either in the name of Landlord or
otherwise, for a term or terms, which may at Landlord’s option be less than or
exceed the period which would otherwise have constituted the balance of the term
of this Lease and may grant concessions or free rent; and/or (c) Tenant and its
successors shall, in addition to the other rights and remedies and damages
Landlord has, or may claim, prove or collect, by virtue of any other provision
contained herein or by virtue of any statute or rule of law, also pay Landlord
as liquidated damages (and not as a penalty) for the failure of Tenant to
observe and perform said Tenant’s covenants herein contained: (y) any deficiency
between the rent hereby reserved and/or covenanted to be paid and the net
amount, if any, of the rents collected on account of the lease or leases of the
demised premises for each month of the period which would otherwise have
constituted the balance of the term of this Lease or, at Landlord’s option, (z)
a sum which at the time of such termination of this Lease or at the time of any
such re-entry by Landlord, as the case may be, represents the then value of the
excess, if any, of (i) the aggregate amount of the basic annual rent and the
Additional Rent which would have been payable by Tenant (conclusively presuming
the average monthly Additional Rents to be the same as were payable for the
year, or if less than three hundred sixty-five (365) days have then elapsed
since the commencement date, the partial year, immediately preceding such
termination or re-entry) for the period commencing with such earlier termination
of this Lease or the date of any such re-entry, as the case may be, and ending
with the date contemplated as the expiration date hereof if this Lease had not
so terminated or if Landlord had not so re-entered the demised premises, over
(ii) the aggregate rental value of the demised premises for the same
period ,
discounted
at the rate of six (6%) percent.  The failure or refusal
of Landlord to relet the premises or any part or parts thereof shall not release
or affect Tenant’s liability for damages. In computing such liquidated damages
there shall be added to the said deficiency such expenses as Landlord may
reasonably incur in connection with reletting, such as legal expenses,
reasonable attorneys’ fees, brokerage fees and for keeping the demised premises
in good order or for preparing the same for reletting. Any such liquidated
damages shall be paid in monthly installments by Tenant on the rent days
specified in this Lease and any suit brought to collect the amount of the
deficiency for any month shall not prejudice in any way the rights of Landlord
to collect the deficiency for any subsequent month by a similar proceeding.
Landlord, at Landlord’s option, may make such alterations, repairs, replacements
and/or decorations in the demised premises as Landlord, in Landlord’s sole
judgment, considers advisable and necessary for the purpose of reletting the
demised premises; and the making of such alterations and/or decorations shall
not operate or be construed to release Tenant from liability hereunder as
aforesaid. Landlord shall in no event be liable in any way whatsoever for
failure or refusal to relet the demised premises or any parts thereof, or, in
the event that the demised premises are relet, for failure to collect the rent
thereof under such reletting. In the event of a breach or threatened breach by
Tenant of any of the covenants or provisions hereof, Landlord shall have the
right of injunction and the right to invoke any remedy allowed at law or in
equity as if re-entry, summary proceedings and other remedies were not herein
provided for. Mention in this Lease of any particular remedy shall not preclude
Landlord from any other remedy, in law or in
equity.


    
      
         


      

      
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    Section
15.5   In
the event Tenant fails to pay within
five (5) days of the date 
when due any installment of Basic Rent or item of Additional Rent herein
mentioned or any part of either or making any other payment herein required,
then Tenant shall, in addition to, and not in substitution of, the unpaid
installment, item or charge or any part of the same, pay to Landlord, on demand,
interest at the prime rate published by The Wall Street Journal plus five
(5
%) percent (or if such rate be illegal, then the highest permissible
rate)
on the unpaid installment, item or charge from the due date of the respective
installment, item or charge, or all or any portion thereof through the date of
payment.  In addition, Tenant shall at such time as each such late or
delinquent payment is paid, pay to Landlord as administrative charge (and not as
a penalty) the amount of Five Hundred ($500.00) Dollars for each such late or
delinquent payment to reimburse Landlord for the expense and time in handling
such delinquent payments.  Nothing contained in this Section 15.5
shall be a grant of a grace period or in any way toll or extend any payment
date, it being understood that Landlord may reject or refuse to accept any
delinquent or late payment.  Notwithstanding the foregoing, no such
administrative charge shall be imposed or such interest assessed on the first
late payment of Basic Rent in any period of twelve (12) consecutive months (not
necessarily calendar months) during the term of this Lease, provided that Tenant
pays such installment of Basic Rent by the fifteenth (15th) day of the month in
which such unpaid installment is
due.

     

    ARTICLE
16

     

    Waivers

     

    Section
16.1     
After re-entry thereupon, by Landlord, or after any warrant to dispossess or
judgment in ejectment, Tenant, for itself and for all persons claiming through
or under it, hereby expressly waives any and all rights which are or may be
conferred upon Tenant by any present or future law to redeem the Demised
Premises, or after reentry, to any new trial in any action of ejectment under
any provision of law. If Landlord shall acquire possession of the Demised
Premises by summary proceedings, or in any other lawful manner without judicial
proceedings, it shall be deemed a re-entry within the meaning of that word as
used in this Lease.


     

    Section
16.2     
Except in the case of any action, proceeding or counterclaim brought or asserted
by either of the parties against the other for personal injury or property
damage, Landlord and Tenant hereby waive a trial by jury of any and all issues
arising in any action or proceeding or counterclaim between the parties hereto,
or their successors, arising out of or in any way connected with this Lease (or
any of its provisions), Tenant’s use or occupancy of the Demised Premises,
and/or any claim of injury or damage. Tenant hereby expressly waives the right
to interpose a counterclaim (other
than any compulsory counterclaim) 
against Landlord in any summary proceeding brought by Landlord against Tenant
pursuant to this Lease, and agrees that it will not seek to consolidate or join
for trial with any such summary proceedings, any action or proceeding Tenant may
theretofore have commenced, or thereafter commence, against
Landlord.


    
      
         


      

      
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    Section
16.3     
Failure of Landlord to insist on strict performance of the covenants, conditions
or other terms of this Lease, or to exercise any option herein conferred on
Landlord in any one or more instances, shall not be construed as a waiver or
relinquishment for the future of any covenants, conditions, options or terms,
but the same shall be and remain in full force and effect. The receipt by
Landlord of any installment of Basic Rent or item of Additional Rent or other
charge payable hereunder with knowledge of the breach of any covenant hereof
shall not be deemed a waiver of such breach, and no waiver by Landlord of any
provision hereof shall be deemed to have been made unless expressed in writing
and signed by Landlord. No surrender of the Demised Premises shall be valid
unless accepted by Landlord in writing. This Lease shall not be modified by any
oral or implied agreement or custom, all the terms of the contract between
Landlord and Tenant having been fully set forth
herein.


    
      
         


      

      
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    ARTICLE
17

     

    Landlord
May Cure Defaults

     

    Section
17.1     
In the event of any breach of this Lease, or of any covenant hereof by Tenant,
Landlord may, at any time thereafter, on reasonable notice to Tenant, cure such
breach for the account and at the expense of Tenant. If Landlord, by reason of
such breach, is compelled or elects to pay any sum of money, or do any act which
would require the payment of any sum of money, or incurs any expense, including
reasonable attorney’s fees, in instituting, prosecuting or defending any action
or proceeding to enforce Landlord’s right hereunder or otherwise, the sums so
paid or expenses and obligations so incurred by Landlord, together with interest
at the per annum rate of eighteen (18%) percent (or if such rate be illegal, at
the highest permissible rate) through the date of payment shall be deemed to be
an item of Additional Rent hereunder, and shall be paid by Tenant to Landlord
within ten (10) days of rendition of a bill to Tenant
therefor.

     

    ARTICLE
18

     

    Miscellaneous
Provisions

     

    Section
18.1     
Intentionally Omitted.

     

    Section
18.2     
Common parking areas shall be provided at no additional cost for use by Tenant,
its personnel and visitors in common with such other parties as Landlord shall
permit to use the same on a “first come, first served” basis. Landlord reserves
the right, at all times during the term hereof, to designate and redesignate
such parking areas and to prescribe the use thereof and to promulgate and
enforce rules and regulations with respect to the same. Tenant, its permitted
assignees and subtenants, personnel and visitors shall not, at any time, park
trucks or delivery vehicles in any of the areas designated for automobile
parking. Tenant shall not be entitled to any minimum or maximum number of
parking spaces or areas except reserved
spaces based on the ratio of one (1) space per 1,000 rentable square
feet
shall be designated for Tenant’s exclusive use in
the
locations 
shown on the 
Exhibit F 
annexed to this Lease
.. Landlord shall have no responsibility to police or otherwise insure Tenant’s
use thereof. All parking spaces and parking areas shall be unattended and shall
be utilized at the vehicle owner’s own risk.  Landlord shall not be
liable for any injury to persons or property or loss by theft, or otherwise, of
any vehicle or its contents.  Nothing herein contained shall prevent
or preclude Landlord from reserving certain parking spaces or areas to be used
on a designated or reserved basis by the parties designated by
Landlord
, as
long as Landlord maintains the aforementioned reserved spaces and parking ratios
required by code for Tenant’s non-exclusive parking.


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    Section
18.3     
Landlord agrees that Tenant’s move into the Building will take place on
Saturdays, Sundays and holidays, and that during the period while Tenant is in
the process of moving into the Building, Landlord, if requested by Tenant,
shall, at Tenant’s expense, furnish air-conditioning or heating, as the case may
be, and elevators to serve the Demised Premises, and Tenant hereby acknowledges
that Landlord will require Landlord’s personnel (not to exceed two people) to be
present during the move-in and that the costs therefor shall be paid by Tenant.
The costs of such personnel are currently $57.00 per hour, including tax, per
employee. Tenant agrees to give at least four (4) days prior written notice to
Landlord of the date of any such move, to use the loading areas designated by
Landlord for such moving and for deliveries, and to otherwise abide by the rules
established by Landlord as respect deliveries to or moving into or out of the
Demised Premises or the
Building.

     

    Section
18.4      
The parties covenant and agree that neither this Lease nor any of the
Certificates set forth in Article 14 of this Lease shall be
recorded.

     

    Section
18.5     
If any term or provision of this Lease or the application thereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, the remainder
of this Lease, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall
be valid and be enforced to the fullest extent permitted by
law.

     

    Section
18.6     
If Landlord is unable to deliver possession of all or any portion of the Demised
Premises because of the holding-over or retention of possession of any tenant,
under tenant or occupant, or for any other reason, Landlord shall not be subject
to any liability for failure to give possession and the validity of this Lease
shall not be impaired under such circumstances, nor shall the same be construed
in any way to extend the term of this Lease
, except
as otherwise expressly provided in this Lease
.. If permission is given to Tenant to enter into the possession of all or any
portion of the Demised Premises prior to the date specified as the commencement
of the term of this Lease, Tenant covenants and agrees that such occupancy shall
be deemed to be under all the terms, covenants, conditions and provisions of
this Lease, except as to the covenant to pay rent 
or additional rent
.. The provisions of this section are intended to constitute “an express
provision to the contrary” within the meaning of Section 223-a of the New York
Real Property Law.

     

    Section
18.7      Tenant
shall defend (with counsel satisfactory to Landlord) and indemnify and save
Landlord harmless from and against any liability or expense arising from the use
and occupation of the Demised Premises by Tenant or anyone on the Demised
Premises with Tenant’s permission or from any breach of this
Lease.

    
 

    Section
18.8     
Landlord shall, by virtue of the computerized tenant listing system located in
the Building’s main lobby and without expense to Tenant, initially list on such
system the name of Tenant and such officers or employees of Tenant, as Tenant
shall designate in writing to Landlord.  Landlord shall, from time to
time, have the right to change or alter the Building’s directory system,
provided that there is always a directory system in place. Landlord shall, at no
cost or expense to Tenant, install Tenant’s name and, at Tenant’s reasonable
cost and expense, the name of any permitted sublessee or assigns on the
multi-tenant directory in the lower
level.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    Section
18.9     
This Lease may be executed in one or more counterparts, each of which shall be
deemed an original.  Said counterparts shall constitute one and the
same instrument and shall be binding upon each of the undersigned as fully and
completely as if all had executed the same
instrument.


     

    Section
18.10    
As of the date hereof, there is a fitness facility in the Building (the “Fitness
Facility”) maintained and operated by Landlord that is available only to tenants
of Jericho Plaza at the annual rate of One Hundred Sixty Five and 00/100
($165.00) Dollars.  The Fitness Facility shall be maintained and
operated by Landlord for so long as, in Landlord’s sole discretion, the Fitness
Facility is located in the
Building.

     

    ARTICLE
19

     

    Quiet
Enjoyment

     

    Section
19.1     
If and so long as Tenant pays the Basic Rent, Additional Rent and other charges
reserved or payable under this Lease, and performs and observes all the
covenants and provisions hereof, Tenant may quietly enjoy the Demised Premises
during the term of this Lease, without hindrance or molestation by any one
claiming by or through Landlord, subject, however, to the terms of this Lease
and to all ground, over or master leases and the mortgages hereinbefore
mentioned and to which this Lease is
subordinate.

     

    ARTICLE
20

     

    Definitions

     

    Section
20.1     
The term “Landlord”
as used in this Lease, shall mean only the owner, or the mortgagee in
possession, for the time being, of the Land or the Building (or the owner, or
the leasehold mortgagee in possession, of a lease of the Land or the Building),
so that in the event of any transfer of title to said Land and/or Building or
said lease, or in the event of a lease of the Building or of the Land, the said
Landlord shall be and hereby is entirely freed and relieved of all covenants and
obligations of Landlord hereunder, arising after such transfer, and it shall be
deemed and construed as a covenant running with the Land, without further
agreement between the parties or their successors in interest, or between the
parties and the transferee of title to said Land and/or Building or said lease,
or the said lessee of the Land or the Building, that the transferee of title or
the lessee has assumed and agreed to carry out any and all covenants and
obligations of Landlord
hereunder.


     

    Section
20.2      
The term “rent”
as used in this Lease, shall mean Basic Rent, Additional Rent and all other
charges or payments payable under this
Lease.


    
      
         


      

      
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    ARTICLE
21

     

    Surrender

     

    Section
21.1     
On the last day of the term demised, or on the sooner termination thereof,
Tenant shall peaceably and quietly leave, surrender and yield up unto Landlord
the Demised Premises, broom-clean, in good order and repair, ordinary wear and
tear excepted, together with all alterations, additions and improvements which
may have been made in the Demised Premises, except as otherwise provided for
under this Lease. All property not removed by Tenant shall be deemed abandoned
by Tenant. If the Demised Premises are not surrendered at the end of the term in
the condition and on the basis provided for in this Lease, Tenant shall
indemnify Landlord against damage, loss and liability resulting from Tenant’s
failure or refusal to surrender the Demised Premises in the condition and on the
basis provided in this Lease, and Tenant, on demand of Landlord, shall reimburse
Landlord for such damage, loss and liability and which damage, loss and
liability shall include, without limitation, claims made by any succeeding
tenant founded on Landlord’s delay in delivering the Demised Premises.
Notwithstanding anything to the contrary herein contained, Tenant agrees that
the minimal use and occupancy charge payable by Tenant for any holdover period
shall be at a per annum rate (prorated for the holdover period) equal to
one
and one half times
the rent payable by Tenant for the last lease year of the expired term, but
nothing herein contained shall be a consent by Landlord to such
holdover.

     

    ARTICLE
22

     

    Notices

     

                
Section 22.1     
Any notice or demand, consent, approval or disapproval required to be given by
the terms and provisions of this Lease or under any statute, shall be in
writing, and shall be given or made by mailing the same, by prepaid, certified
mail, or
by overnight mail 
addressed to (i) Landlord at Two Jericho Plaza, Jericho, New York 11753, with a
copy to Eric C. Rubenstein, Esq., Ruskin Moscou Faltischek, P.C., East Tower,
15th
Floor, 1425 RXR Plaza, Uniondale, New York 11556-0190 and (ii) Tenant at One
Jericho Plaza, Jericho, New York 11753, Attn: Eric Gatoff, CEO, with a copy to
Farrell
Fritz, P.C., 1320 RXR Plaza, Uniondale, New York 11556-1320, Attn: Robert E.
Sandler, Esq.

     

    Either
party, however, may designate in writing such new or other address to which such
notice given hereunder by mail shall be deemed delivered when deposited in a
general or branch office maintained by the United States Postal Service,
enclosed in a certified, prepaid wrapper, addressed as hereinbefore
provided.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    ARTICLE
23

     

    Rules
and Regulations

     

    Section
23.1     
Tenant and Tenant’s servants, employees and agents shall observe faithfully and
comply strictly with the rules and regulations set forth in Exhibit
E
attached hereto and made a part hereof, and such other and further reasonable
rules and regulations as Landlord or Landlord’s agents may from time to time
adopt. Written notice of any additional rules or regulations shall be given to
Tenant. Nothing in this Lease contained shall be construed to impose on Landlord
any duty or obligation to enforce the rules and regulations, or the terms,
covenants or conditions in any other lease, against any other tenant of the
Building, and Landlord shall not be liable to Tenant for violation of the same
by any other tenant, its servants, employees, agents, visitors or
licensees.

     

    ARTICLE
24

     

    No
Representations by Landlord

     

    Section
24.1     
Landlord and Landlord’s agents have made no representations or promises with
respect to the Building or the Demised Premises, except as herein expressly set
forth. This Lease sets forth the full understanding of the parties. No agreement
hereafter made shall be effective to change, modify, discharge or constitute an
abandonment of this Lease, in whole or in part, unless such agreement is in
writing and signed by the party against whom enforcement of such change,
modification, discharge or abandonment is
sought.

     

    ARTICLE
25

     

    Inability
to Perform

     

    Section
25.1     
This Lease, and the obligation of Tenant to pay Basic Rent, Additional Rent and
the other charges payable hereunder and to perform all the other covenants and
agreements hereunder on the part of Tenant to be performed shall in no way be
affected, impaired or excused because Landlord is unable to fulfill any of its
obligations under this Lease, or to supply, or is delayed in supplying, any
service expressly or impliedly to be supplied, or is unable to make, or is
delayed in making, any repair, addition, alteration or decoration, or is unable
to supply or is delayed in supplying any equipment or fixtures, if Landlord is
prevented from or delayed in doing so by reason of strikes or labor troubles, or
any outside cause whatsoever, including, but not limited to, governmental
preemption in connection with a national emergency, or by reason of any rule,
order or regulation of any department or subdivision thereof of any governmental
agency, or by reason of the condition of supply and demand which have been or
are affected by war or other
emergency.


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    Section
25.2     
Landlord’s agreement to do the work in the Demised Premises as set forth herein
or to make repairs or to perform any of its obligations under this Lease shall
not require it to incur overtime costs and expenses, and except
as otherwise expressly provided in the Lease, 
shall be subject to Unavoidable Delays, which term “Unavoidable Delays” is
defined as those delays due to the events set forth in Section 25.1 and to Acts
of God, governmental restrictions, strikes, labor disturbances, shortages of
materials and supplies, and any other causes or events beyond Landlord’s
reasonable
control.

     

    ARTICLE
26

     

    Broker

     

    Section
26.1     
Landlord and 
Tenant warrant
and represent to each other that they have not
dealt with any
broker other than CB Richard Ellis and The Rochlin Organization (collectively,
the “Broker”)
and
Jeff Lichtenberg, as consultant (the “Consultant”), 
in connection with this transaction and had no conversations or dealings with
any other broker in connection with this transaction.  So far as
either party is aware the Broker is the only broker who negotiated this
Lease.  Each party hereby indemnifies the other against any claims of
any other broker or party by reason of said broker or party having had any
conversations or dealings with Tenant in connection with this transaction and
each party does hereby indemnify the other party against the same and agrees to
reimburse the other party for any damages that he other party might sustain by
reason of such claims including the cost of defending any action, including
reasonable legal fees, in connection therewith. Based on the foregoing
representation and indemnity, Landlord agrees to pay and to be solely
responsible for the payment of the brokerage commission or other compensation
payable to the Broker and
a consulting fee to the Consultant 
in connection with this transaction, as per separate agreement between Landlord
and Broker and Landlord and Consultant, if
any.

     

    ARTICLE
27

     

    Successors
and Assigns

     

    Section
27.1    
The covenants and agreements contained in this Lease shall inure to the benefit
of, and be binding on the parties hereto and on their respective successors in
interest and legal representatives, except as expressly otherwise hereinbefore
provided.

     

    ARTICLE
28

     

    Exculpation

     

    Section
28.1     
If Landlord or any successor in interest of Landlord shall be an individual,
joint venture, tenancy-in-common, firm or partnership, general or limited, there
shall be no personal liability on such individual or on the members of such
joint venture, tenancy-in-common, firm or partnership in respect to any of the
covenants or conditions of this Lease on Landlord’s part to be performed.
Further, Tenant shall look wholly and solely to the equity of Landlord in the
Real Property for the satisfaction of the remedies of Tenant for the collection
of a judgment (or other judicial process) requiring the payment of money by
Landlord in the event of a default by Landlord hereunder, and no other property
or assets of Landlord or its partners or principals, disclosed or undisclosed,
shall be subject to levy, execution or other enforcement procedure for the
satisfaction of Tenant’s remedies under or with respect to this Lease, the
relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of
the Demised Premises.


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    ARTICLE
29

     

    Article
Headings

     

    Section
29.1     
The Article headings in this Lease and the Table of Contents prefaced to this
Lease are inserted only as a matter of convenience and reference. They are not
deemed as limiting in any manner the content of the provisions which they
describe, and are not to be given any effect whatsoever in construing the
provisions of this Lease.


     

    ARTICLE
30

     

    Antenna
System

     

    Section
30.1     
Tenant, at its sole cost and expense, shall be permitted to install a satellite
dish or antenna (“
Antenna System”)
of a size approved in advance by Landlord and in a location on the roof of the
Building approved in advance by Landlord, subject to the following
conditions:

     

    (a)         
Tenant shall comply with all rules, regulations and policies of Landlord
regarding the installation of
antennae;

     

    (b)         
The right to install and maintain the Antenna System shall be subject to Tenant
not being in default under this
Lease;

     

    (c)         
Tenant may not generate any income from the resale of service of radio
communications or for broadcasting or providing telecommunication services to
others;

     

    (d)         
Tenant shall prepare and submit drawings and specifications showing the proposed
location of all components of the Antenna System and a detailed description of
the equipment that Tenant proposes to install and the work that Tenant proposes
to perform in connection with the installation of the Antenna System, which
shall all be subject to Landlord’s
approval;

     

    (e)         
Tenant shall be required to obtain all approvals and permits from the Department
of Buildings of the Town of Oyster Bay and any other governmental or
quasi-governmental authority having
jurisdiction;


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    (f)         
Tenant shall pay the reasonable expenses of Landlord and its engineers,
architects or consultants regarding the review of plans and specifications and
the supervision of the installation of the Antenna
System;

     

    (g)         
Tenant shall keep and maintain the Antenna System in a safe condition and in
good order and state of repair, comply with all required governmental approvals
and applicable rules regulations and policies of Landlord applicable to the
Antenna System and its use, operation and maintenance, and comply with all
precautions and safeguards required by Landlord’s insurance company with respect
to the Antenna System;

     

    (h)         
At Landlord’s request, and at Tenant’s sole cost and expense, Tenant shall paint
the portion of the Antenna System on the roof in a color selected by Landlord
not less frequently than once every two (2) years, install and maintain such
lightning rods and/or air terminals on or about the portion of the Antenna
System on the roof of the Building, as Landlord may require, comply with all
requirements of the Federal Communications Commission or any successor thereto
and any other federal, state or local governmental or quasi-governmental
authorities exercising similar jurisdiction, and obtain and pay for promptly, as
and when due, all applicable licenses and respective copyrights, trade secrets,
proprietary or other tangible or intangible property rights of any kind
whatsoever employed by Tenant in connection with the operation of the Antenna
System;

     

    (i)         
Tenant
shall use and operate the Antenna System in a manner that does not in any way
constitute a health hazard or danger to property or interfere with any radio,
television or other telecommunications transmissions or receptions of Landlord
or of any of Landlord’s other tenants, occupants or
licensees;

     

    (j)         
Tenant
shall, at any time and from time to time following Landlord’s request, relocate
the Antenna System or any portion thereof to a location designated by
Landlord;

     

    (k)         
Prior to the date which is thirty (30) days before the expiration date or
earlier termination of the Lease, Tenant shall, at Tenant’s sole cost and
expense, remove the Antenna System and repair any damage to the Building
occasioned by reason of installation, operation, maintenance or removal of the
Antenna System; and

     

    (l)         
If Tenant elects to install a VSAT on the roof of the Building (the
“Satellite”), Tenant shall pay, as Additional Rent, the annual sum of Two
Hundred Fifty and 00/100 ($250.00) Dollars.  The installation, size
and location of the Satellite shall be subject to Landlord’s prior review and
approval.

     

    ARTICLE
31

     

    Renewal
Option

     

    Section
31.1     
Provided Tenant is not in a Monetary Default under this Lease (subsequent to any
required notice and the expiration of any cure period), and has not assigned its
interest in this Lease or sublet the Demised Premises, or any part thereof
(other than to a Permitted Transferee) at the time of the exercise of the within
option and as of the effective date of the renewal, Tenant shall (provided that
this Lease shall not have been theretofore earlier terminated) have one (1)
option (the “
Renewal Option”)
to extend the term of this Lease for a five (5) year renewal period (the
“
Renewal Term”)
upon the terms and conditions set forth
herein.


    
      
         


      

      
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    Section
31.2     
(a)  The Renewal Term shall commence on the expiration of the last
lease year of the term of the Lease and shall expire on the fifth (5th
) anniversary ther
eof (the “
Renewal Expiration Date”
), or such earlier date upon which this Lease may be terminated as herein
provided.

     

    (b)           
The Renewal Option may be exercised only by Tenant giving Landlord written
notice (the “
Renewal Notice”
) of such exercise at least nine (9)
months prior to the expiration date of the last lease year of the term of the
Lease, provided, however, that the Renewal Notice shall be validly and
effectively given only if, on the date that Tenant shall exercise the Renewal
Option (the “
Exercise Date”
) the requirements of Section 31.1 have been satisfied.  
TIME SHALL BE OF THE ESSENCE
with respect to the giving of the Renewal Notice by Tenant to
Landlord.


     

    (c)           
Notwithstanding anything to the contrary contained in this Section 31.2, if, on
the comm
encement of the Renewal Term, there shall be an uncured monetary default by
Tenant beyond any applicable notice and cure period, then Landlord, in
Landlord’
s sole and absolute discretion, may elect, by written notice to Tenant, to void
Tenant’
s exercise of
the Renewal Option, in which case Tenant’
s exercise of the Renewal Option shall be of no force or effect and this Lease
shall terminate on the last day of last year of the term of the Lease, unless
sooner canceled or terminated pursuant to the provisions 
of this Lease or by law.


     

    (d)           
If Tenant shall validly exercise the Renewal Option in accordance with the
provisions of this Section 31.2, then this Lease shall be extended for the
Renewal Term upon all of the same terms, covenants and conditions contained
in
this Lease other than for any provisions relating to Landlord’
s obligation to do any construction or other work in the Demised Premises prior
to the Commencement Date or to give an allowance for any such construction or
other work in the Demised Premise
s prior to the Commencement Date, and the update in the Base Tax Year for
purposes of determining Additional Rent,  except that during the
Renewal Term, (i) the annual Basic Rent for the first year of the Renewal Term
shall reflect the then fair market val
ue of the Demised Premises taking into consideration similar spaces in
comparable buildings in the region and as determined in accordance with Section
31.3 and (ii)
from
and after the Exercise Date but subject to the provisions of Section 31.2(c) all
refer
ences in this Lease to the expiration or termination of this Lease shall be
deemed to refer to the last date of the Renewal Term and all references in this
Lease to the “term”
shall be deemed to include the Renewal
Term.


    
      
         


      

      
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    Section
31.3     
The in
itial determination of Basic Rent shall be made by Landlord pursuant to notice
(the “
FMV Notice”
) to Tenant no earlier
than two hundred seventy (270) days and no 
later than one
hundred eighty (180)
days prior to the commencement of the Renewal Term.  Such determination
shall be binding unless Landlord shall receive a notice from Tenant (the
“
FMV Objection Notice”
) objecting to Landlord’
s determination and providing Tenant’
s determination, within 30 days after Landlord shall have given Tenant the FMV
Notice.  If
Landlord and Tenant fail to agree upon the Basic Rent for the Renewal Term
within 15 days from Landlord’
s receipt of the FMV Objection Notice, then Landlord and Tenant shall each give
notice to the other setting forth the name of a disinterested and i
ndependent appraiser.  If either party shall fail to give such a
designation of an appraiser within 10 days of the expiration of such 15-day
period, then the first appraiser shall make the determination
alone.  If both parties properly designate the name o
f an appraiser, the appraisers shall then have 20 days to confer with each other
and attempt to reach an agreement as to the Basic Rent.  If the two
appraisers shall concur as to the determination of the Basic Rent for the
Renewal Term, such determination 
shall be final and binding on Landlord and Tenant.  If the two
appraisers fail to agree within said 20-day period, then they shall designate a
third disinterested and independent appraiser.  The decision of such
third appraiser shall be final and binding o
n Landlord and
Tenant.

     

    Section
31.4     TIME
SHALL BE OF THE ESSENCE
with regard to Tenant’
s delivery of the Renewal Notice for the Renewal Term.  If Tenant
shall fail to deliver to Landlord the Renewal Notice exactly as and when
required under t
his Article, the Renewal Option shall terminate immediately and shall have no
further force or effect.  The parties acknowledge that they have fully
negotiated the terms and provisions of this Article.  Tenant
acknowledges and agrees that Landlord has gran
ted Tenant the Renewal Option in consideration for Tenant’
s agreement that the same shall be strictly construed and enforced and that in
the event the Renewal Option shall terminate as provided above, Tenant shall not
be entitled to any grace, notice or cu
re periods otherwise provided under this
Lease.

     

    ARTICLE
32

     

    Intentionally
Omitted


     

    ARTICLE
33

     

    Storage
Space

     

               
Section 33.1   Landlord hereby leases to Tenant and Tenant
hereby hires from Landlord the six hundred seven (607) usable square feet of
storage space (the “
Storage Space”) on the concourse level of the Building known as Storage
Unit #10 as shown on the floor plan thereof annexed hereto and made a part
hereof as Exhibit
G.

     

               
Section 33.2 Tenant’s obligation to pay rent (the “
Storage Rent”) for the Storage Space shall commence on the Commencement
Date, as set forth in the following schedule:

    


    
      
        
          
            	
                    Lease Year

                  	 	
                    Annual Storage

                    Rent

                  	 	 	
                    Monthly

                    Storage Rent

                  	 
	
                    1

                  	 	$	10,926.00	 	 	$	910.50	 
	
                    2

                  	 	$	11,144.52	 	 	$	928.71	 
	
                    3

                  	 	$	11,367.36	 	 	$	947.28	 
	
                    4

                  	 	$	11,594.76	 	 	$	966.23	 
	
                    5

                  	 	$	11,826.72	 	 	$	985.56	 
	
                    6

                  	 	$	12,063.24	 	 	$	1,005.27	 
	
                    7

                  	 	$	12,304.56	 	 	$	1,025.38	 
	
                    8

                  	 	$	12,550.68	 	 	$	1,045.89	 
	
                    9

                  	 	$	12,801.72	 	 	$	1,066.81	 
	
                    10

                  	 	$	13,057.80	 	 	$	1,088.15	 


          

        

      

    


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    Section
33.3     Storage Rent shall be payable in equal
monthly installments on the first day of each month during the term of the
Lease, in advance.
 

    [Remainder
of page left intentionally blank; Signature page
follows]

     

    IN
WITNESS WHEREOF
, the parties hereto have duly executed this Agreem
ent the day and year first above written.

     

    
      
        
          
            
              	
                      LANDLORD:

                    
	
                      O
      NE-TWO JERICHO PLAZA OWNER,

                    
	
                      LLC

                    
	 
      	 
      	 
      
	
                      By:

                    	
                      /s/
      John A Saraceno, Jr.

                    
	 
      	
                      Name:

                    	
                      John
      A. Saraceno, Jr.

                    
	 
      	
                      Title:

                    	
                      Authorized
      Signatory

                    
	 
      	 
      	 
      
	
                      TENANT:

                    
	
                      NATHAN’
      S FAMOUS SERVICES, INC.

                    
	 
      	 
      	 
      
	
                      By:

                    	
                      /s/
      Eric Gatoff

                    
	 
      	
                      Name:

                    	
                      Eri
      c Gatoff

                    
	 
      	
                      Title:

                    	
                      Chief
      Executive
Officer

                    


            

          

        

      

    


    
      
         


      

      
        44

        
          

        

      

      
         


      

    

    


    
      
        	
                STATE
      OF NEW JERSEY

              	
                )

              
	 
      	
                )
      ss.:

              
	
                COUNTY
      OF MIDDLESEX

              	
                )

              


      

    

     

    On
the 28th day of August, in the year 2009, before me, the undersigned, a Notary
Public in and for said state, personally appeared John A. Saraceno, Jr.,
personally known to me or proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity and that by his signature on the
instrumen
t, the person or the entity upon behalf of which the person acted, executed the
instrument.


    
      
        	
                /s/
      Patricia A. Tiedmann

              
	
                Notary
      Public

              
	 
      
	
                PATRICIA
      A. TIEDMANN

              
	
                NOTARY
      PUBLIC OF NEW JERSEY

              
	
                Commission
      Expires
8/13/2012

              


      

    

     

    
      
        	
                STATE
      O
      F NEW YORK

              	
                )

              
	 
      	
                )
      ss.:

              
	
                COUNTY
      OF SUFFOLK

              	
                )

              


      

    

     

    On
the 24th day
of August, in the year 2009, before me, the undersigned, a Notary Public in and
for said state, personally appeared Eric Gatoff, personally known to me or
proved to me on the basis of satisfactor
y evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity and that by his
signature on the instrument, the person or the entity upon behalf of which the
person acted, exec
uted the instrument.


    
      
        	
                /s/
      Mary Hyland

              
	
                Notary
      Public

              
	 
      
	
                MARY
      HYLAND

              
	
                Notary
      Public, State of New York

              
	
                No.
      01HY4824424

              
	
                Qualifed
      in Suffolk County

              
	
                Commission
      Expires, May 31,
2010

              


      

    


    
      
         


      

      
        45