Exhibit 10.4



 





SUBLEASE
AGREEMENT (“Sublease” or “Agreement”)


 


THIS SUBLEASE is made and entered
into this March 15, 2013, by and between AVISTAR COMMUNICATIONS CORP.with an address at 1855 S. Grant Street, 4th Floor
, San Mateo, California 94402 (“Avistar” or the “Sublessor”) and International Safety Group, Inc.
with an address at 2975 Westchester Ave # 114, Purchase, NY 10577 (the “Subtenant”).


 


W
I T N E S S E T H:


 


WHEREAS, Avistar entered
into that certain Lease Agreement, dated December 4, 2006 (the “Master Lease”) with 708 Third Avenue Associates, LLC,
successor-in-interest to Clemons Properties Partners LP and the Estate of Leonard Marx, Sr. (collectively, “Landlord”);
and


 


WHEREAS, pursuant to
the Master Lease, Landlord leased to Avistarthat certain portion of the 11th Floor in the building commonly known as the Commerce
Building and located at 708 Third Avenue, New York, New York (the “Premises”), hereto as
Exhibit A; and


 


WHEREAS, Subtenant
desires to sublease the entire Premises from Avistar;


 


WHEREAS, Avistar has
agreed to sublease the Premises to Subtenant upon the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the above recitals and the covenants herein contained, the parties hereto agree as follows:


 


		1.	Term.



 


A.              
Upon the full and complete execution of this Sublease by Avistar, Landlord and Subtenant
(the “Commencement Date”), Avistar hereby leases to Subtenant and Subtenant hires from Avistar the Subleased Premises
for a term (the “Term”) commencing on the Commencement Date and expiring on March 30, 2017 (“End Date”).


 


		2.	Provisions Constituting Sublease. 



 


A.              
This Sublease is subject and subordinate to the Master Lease. Subtenant shall not have any
rights under this Sublease that exceed Avistar’s rights as Tenant under the Master Lease. In the event of any conflict between
this sublease and the Master Leasethat the terms of this sublease shall prevail.


 


B.              
All of the terms, covenants and conditions of the Master Lease are incorporated herein by
reference as if fully set forth herein. Such terms, covenants and conditions shall be applicable to this Sublease with the same
force and effect as if Avistar were the landlord under the Master Lease and Subtenant were the tenant thereunder. In case of any
default by Subtenant under any of the terms of this Sublease, Avistar shall have all of the rights against Subtenant as would
be available to Landlord against Avistar as the tenant under the Master Lease.


 


C.              
Subtenant shall not do any act that (i) constitutes a non-monetary default under the Master
Lease, (ii) causes the Master Lease to be terminated, (iii) causes Avistar to become liable for any fees, damages, costs, claims,
violations, or penalties to Landlord, or (iv) increase the basic monthly rent or other obligations of Avistar as tenant under
the Master Lease, which the base date for any increase shall be June 1, 2014 notwithstanding the earlier date set forth in the
Master Lease.


 


D.              
Whenever a provision of the Master Lease incorporated in this Sublease requires or refers
to Landlord’s consent or approval, such provision is incorporated in this Sublease, unless provided to the contrary herein,
shall be deemed to require or refer to both Landlord’s and Avistar’s consent or approval. In such a case, Subtenant
shall submit its request for consent or approval to Avistar. If Avistar’s consent is required hereunder and Avistar determines
to grant its consent or approval, or if Avistar’s consent is not required hereunder, Avistar shall forward the request to
Landlord for its consent or approval.


 




    	 



    	 



    


  


		3.	Rent.



 


A.              
Rent.For each month of the Term, Subtenant shall timely pay or
cause to be paid to Avistarthe rent and electric charges specified in the Sublease Fee & Payment Schedule Table indicated
below. Rent and electric charges, due on the first of each month, shall be paid as indicated below. Rent for month 1 shall be
paid in conjunction with execution of this Sublease. To the extent Subtenant has not made any payments
due hereunder within five (5) days after said amount is due, Subtenant shall pay to Avistar late charges and interest per the
terms of the Master Lease. The provisions of this section shall in no way relieve Subtenant of the obligation to make all required
payments when due, nor shall these provisions in any way limit Avistar’s remedies under this Sublease.


 


Sublease Fee and Payment Schedule: assumes
Commencement Date of April 1, 2013:


 


	Period/Months *	 	 	Monthly

Rent	 	 	Monthly

Electricity	 	 	# of 

Months	 	 	Total Rent 	 	 	Total

Electricity 	 	 	Total Rent +

Electricity 	 
	Months 1	 	 	$	22,094	 	 	$	1,894	 	 	 	1	 	 	$	22,094	 	 	$	1,894	 	 	$	23,988	 
	Months 2 to 4 (Rent-free period)	 	 	$	0	 	 	$	1,894	 	 	 	3	 	 	$	0	 	 	$	5,681	 	 	$	5,681	 
	Months 5 to 14	 	 	$	22,094	 	 	$	1,894	 	 	 	10	 	 	$	220,938	 	 	$	18,938	 	 	$	239,875	 
	Months 15 to 26	 	 	$	22,757	 	 	$	1,894	 	 	 	12	 	 	$	273,079	 	 	$	22,725	 	 	$	295,804	 
	Months 27 to 38	 	 	$	23,439	 	 	$	1,894	 	 	 	12	 	 	$	281,271	 	 	$	22,725	 	 	$	303,996	 
	Months 39 to 48	 	 	$	24,142	 	 	$	1,894	 	 	 	10	 	 	$	241,424	 	 	$	18,938	 	 	$	260,362	 



 


	*		from Commencement Date



 


B.              
Rent payable for any period of less than one calendar month shall be pro rated based upon
the number of days during such partial month included in the Term out of a thirty-day calendar month.


 


C.              
No Additional Rent – Subtenant shall only be obligated to pay any additional rent or
other charges such as real estate taxes (“Taxes”) which are imposed on Avistar under the Master Lease.


 


D.              
Rent payable by Subtenant to Avistar hereunder shall be paid promptly when due, without notice
or demand therefore. All Rent shall be paid to Avistar in lawful money of the United States at Avistar’s office, or to such
other address as Avistar may from time to time designate by notice to Subtenant. In the event Avistar delays or defaults in the
payment of Rent to the Landlord, then the Subtenant shall be authorized to pay Rent directly to the Landlord upon written notice
to Avistar. 


 


E.               
In addition, it is agreed between the parties as follows: that there will be no additional
rent, that the electric charges will remain at $1,894.00 for the duration of the sublease; there will be no operating cost adjustments
as set forth in paragraph number (37B) of the Master Lease, or any other additional rent escalations except as set forth herein.


 


		4.	Use of Premises, Furniture and Fixtures.



 


Subtenant shall lawfully
use the Subleased Premises for the Permitted Use as set forth in the Master Lease, provided, however, Avistar and Landlord each
acknowledge and agree that Subtenant’s operation of a brokerage business, together with ancillary offices, constitutes a
permitted use of the Subleased Premises. During the Term, Subtenant shall have access to all office
and conference room furniture, workstations, chairs and tables located within the Premises for Subtenant’s exclusive use
at no additional cost. Attached hereto as Exhibit B, and incorporated herein by this reference, is a list of all such furniture,
fixtures and equipment that Subtenant has a right to use (“Included FF&E”). Any item not included in Exhibit
B shall remain the property of Avistar and Subtenant shall have no rights with respect thereto. At any time during the Term,
Avistar may, at its option, assign to Subtenant, all or a portion of such Included FF&E, upon writing.


 




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		5.	Condition of Subleased Premises.



 


A.              
Subtenant has read and understood the provisions of (i) the Master Lease; and (ii) the attached
Consent Agreement attached hereto as Exhibit C, and agrees that all applicable terms and conditions of the Master Lease
and the Consent Agreement are incorporated into and made a part of this Sublease as if the Subtenant is the Tenant thereunder.
Subtenant assumes and agrees to perform the lessee’s obligations under the Master Lease during the Term to the extent that
such obligations are applicable to the Premises, except (i) that the obligation to pay rent to Landlord under the Master Lease
shall be considered performed by Subtenant to the extent and in the amount rent is paid to Avistar in accordance with Section 3
of this Sublease and (ii) Avistar’s obligations to Landlord under the Section 32 entitled “Security”. Subtenant
shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. If the Master Lease
terminates, this Sublease shall also automatically terminate. Notwithstanding anything else to the contrary, in the event of a
termination by Landlord under the Master Lease for partial or total damage, destruction, or condemnation of the Master Premises
or the building or project of which the Master Premises are a part, such termination shall not constitute a default or breach of
this Agreement by Avistar hereunder.


 


B.              
Subtenant hereby agrees that the Subleased Premises shall be subleased “as is,”
except that Avistar hereby represents that the Subleased Premises shall be and remain fully furnished with such office furniture
as further described in Exhibit B hereto attached. 


 


		6.	Notices



 


All
notices, consents, approvals, demands, requests, instruction or other document (collectively “Notices”) which are
required or desired to be given by either party to the other hereunder shall be in writing and, except as otherwise provided
for herein, shall be delivered personally , by certified mail, return receipt requested or by overnight delivery via Federal
Express or other recognized overnight carrier as follows:


 


If
to Landlord to:

708 Third Avenue Associates, LLC, c/o Marx Realty & Improvement Co., Inc.

708 Third Avenue, 21st Floor

New York, New York 10017

Attn: Claude T. Chandonnet, President & CEO with a copy to:

Glen Rosenberg, Esq. Vice President, General Counsel at the same address



 


 


If
to Avistar to:

Avistar Communications Corp.

1855 S. Grant Street, 4th Floor

San Mateo, CA 94402







With a copy to:

Rima Vanhill, Director of Contracts

One Palmer Drive

Glen Mills, PA 19342



If
to Subtenant to:

International Safety Group, Inc

2975 Westchester Ave # 114

Purchase, NY 10577



 


 


With
a copy to:

International Safety Group, Inc

708 Third Ave, 11th Floor

New York, NY 10017


  




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or to such other address as any party hereto
hereinafter designates in writing to any other party hereto in accordance with the provisions of this paragraph. Notice shall be
deemed effective hereunder as of the date of delivery in the case of personal delivery, or one business day after delivery to the
overnight carrier in the case of delivery by overnight carrier, as above.


 


		7.	Assignment and Subletting.



 


A.              
Subtenant shall have no right to assign this Sublease or sublet the premises without the
prior written consent of Landlord and Avistar. 


 


B.              
The terms of this provision shall apply to each sublease or assignment by Subtenant, and consent
to any one sublease or assignment shall not constitute consent to any future subleases or assignments. If this Sublease is assigned
or subleased by Subtenant or the Subleased Premises are occupied by any party other than Subtenant, Avistar may, if an uncured
default, as specified in the Master Lease, has occurred, collect rent from any such assignees, subtenants or occupants, and pay
the net amount collected to the Rent due hereunder. However, no such assignment, subletting, occupancy or collection shall be deemed
(i) a waiver of Subtenant’s obligations pursuant to this provision; (ii) the acceptance by Avistar and Landlord
of the assignee, subtenant or occupant as a subtenant or assignee hereunder; or (iii) a release of Subtenant from the further
performance of any of the terms, covenants and conditions of this Sublease.


 


		8.	Insurance and Indemnification.



 


Subtenant
hereby agrees to indemnify, defend and hold Avistar and any of its guarantors harmless from and against any and all (including
with limitation to insurance policies limits in force) costs, claims, actions, causes of action, debts, fines, fees, violations,
penalties damages, demands, expenses (including reasonable attorneys’ fees and costs through appeals), injuries, judgments,
liabilities, losses and suits, suffered, sustained or incurred by Avistar in connection with or as a result of any accident, act
or omission, claim, hazard, injury, violation of any health, zoning, fire, building or safety code, ordinance or regulation, death
or damage to person or property occurring in the Premises arising, directly or indirectly, in whole or part, out of the business
conducted by Subtenant (or any subsubtenant or assignee of Subtenant) in the Premises, or the use or occupancy of the Premises
by Subtenant (or any subsubtenant or assignee), or arising, directly or indirectly, in whole or in part, from any act or omission
of Subtenant (or any subsubtenant or assignee) or its licensees, servants, agents, employees or contractors or the breach or default
by Subtenant of any term, provision, covenant, or condition contained in this Agreement or the Master Lease which Subtenant, by
virtue of its occupancy of the Premises or the provisions of this Sublease, is obligated to perform; except to the extent the damage
is due to the gross negligence or willful misconduct of Avistar. Throughout the Term of this Sublease, Subtenant shall provide
and maintain in force a comprehensive policy of commercial general liability insurance in standard form for the benefit of, and
protection of, Landlord (as well as Merchants’ National Properties, Inc., Marx Realty & Improvement Co., Inc,, CBRE,
Inc., and Bank of America, N.A.), Avistar and Subtenant against claims for bodily injury, death or property damage in, upon, about
or on the Subleased Premises, written by insurance companies reasonably acceptable to Avistar and Landlord that are authorized
to conduct business in the State of New York with limits of liability of not lessthan $3,000,000 per occurrence. This policy must
be in place no later than two weeks from the Commencement Date. Avistar shall have the right to review and approve such policy
and shall provide a certificate of insurance to Landlord upon approval of same.


 


		9.	Alterations.



 


All non-structural
alterations, installations, additions, changes, improvements or replacements to the Subleased Premises shall be done at Subtenant’s
sole cost and expense subject to Avistar’s and the Landlord’s prior written consent, with such consent not to be unreasonably
withheld, delayed or conditioned. Avistar shall not withhold, delay or condition its consent to any non-structural, interior alterations,
installations, additions, changes, improvements or replacements that do not affect the maintenance or operation of any building
systems. No structural alterations shall be permitted.


 




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		10.	Reservation of Rights by Avistar.



 


This Sublease shall
not convey all of Avistar’s right, title and interest in and under the Master Lease, but shall convey only the Subleased
Premises as described herein on the terms and conditions of this Sublease. Avistar reserves all other rights in, to and under the
Master Lease unto itself with respect to the Avistar Premises.


 


		11.	Repair and Maintenance, Services and Utilities.



 


Subtenant shall be
responsible for, and shall maintain the Premises and shall make all repairs thereto and all maintenance thereof to keep the Premises
in good order and repair in accordance with the requirements of Tenants under the Master Lease. Subtenant shall be responsible
to procure at its expense all permits and licenses pertaining to Subtenant’s use of the Premises; and Subtenant shall comply
with all rules and regulations governing the use and occupancy of the Premises now existing or hereafter promulgated by Landlord
pursuant to the Master Lease.


 


Avistar’s obligations
for the provision of electricity, water and utility services to Subtenant shall be as provided for by Landlord to Avistar under
Master Lease Section 27. Throughout the Sublease Term, Subtenant agrees to pay for all:


 


a)                  
Charges by public or private utilities for telephone and data networking equipment within
the Premises; and, if Subtenant requires utility services not required under the Master Lease to be provided by Landlord without
charge, charges for such additional utility usage within the Premises. 


 


b)                  
Any special services requested from time to time by Subtenant, and all sums payable, if any,
(without limitation) under the Master Lease for such special services.


 


c)                  
Any repairs and maintenance to the Premises in accordance with the Master Lease.


 


d)                  
Any charges accrued by Subtenant as a result of Subtenant’s HVAC or freight elevator
use outside of the Building’s normal operating hours, which charges shall be determined by Landlord
per the Master Lease. Charges for HVAC are $308/hour and charges for the freight elevator are $394/hour, both for a minimum of
4-hours. All arrangments, including payment arrangements, for use of HVAC or freight elevator by Subtenant must be made directly
with Landlord (Landlord’s designated building manager).


 


		12.	Surrender.



 


Upon the End Date,
or if, at any time prior to expiration of the Term, this Sublease shall be terminated as a result of Subtenant’s default
hereunder or otherwise, Subtenant shall immediately quit and surrender up to Avistar possession of the Premises, in a broom-clean
condition and in good order and repair, ordinary wear and tear excepted, and Subtenant shall remove all of its personal property
therefore in accordance with and subject to the terms of the Master Lease. If such removal shall injure or damage the Premises,
Subtenant, at its expense, agrees to make repairs needed as a result of the installation and subsequent removal in good and workmanlike
fashion. All alterations, additions and improvements made by or on behalf of Subtenant, and not otherwise removed by Subtenant,
shall at Avistar’s election become Avistar’s property without compensation, allowance or credit to Subtenant. Subtenant
agrees to indemnify and save Avistar harmless from and against any and all loss, cost, expense or liability (including reasonable
attorneys’ fees) resulting from the failure of, or the delay by, Subtenant in surrendering the premises on or before the
expiration date, including, without limitation, any claims made by Landlord or any succeeding Subtenant due to, or arising from,
such failure.


 


		13.	Broker.



 


The parties represent
and warrant to each other that neither has utilized the services of any broker in connection with the consummation of this Sublease,
except for Helmsley Spears LLC on behalf of Subtenant and Cushman & Wakefield, Inc. on behalf of Avistar. All broker’s
commissions shall be paid by Avistar.


 




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		14.	Landlord’s Consent.



 


By executing this Sublease
in counterpart, the Landlord hereby acknowledges its consent and approval of this Sublease and the provisions hereof in favor of
the Subtenant.


 


		15.	Entire Agreement.



 


This Sublease constitutes
the entire understanding between the parties hereto concerning the subject matter hereof, and may not be altered, amended or otherwise
changed or modified except in a writing signed by all parties. This paragraph may not be orally modified.


 


		16.	Construction.



 


This Sublease is to
be deemed to have been prepared jointly by the parties hereto. If any inconsistency or ambiguity exists herein, it shall not be
interpreted against any party, but according to the application of rules of interpretation of contracts.


 


		17.	Counterparts.



 


This Sublease may be
executed in any number of counterparts, each of which shall be deemed to be an original, and such counterparts together shall constitute
one and the same instrument.


 


		18.               
	Binding.



 


This Sublease shall
inure to the benefit of, be enforceable by, and bind the parties hereto and their respective heirs, executors, successors, assigns.


 


		19.	Headings.



 


The
Article headings contained herein are for convenience only, and shall not in any way affect the interpretation or
enforceability of any provisions of this Sublease.


 


		20.	Quiet Enjoyment.



 


Avistar warrants and
represents to Subtenant that Avistar has the full right and authority to execute this Sublease. On paying Rent and observing and
keeping all covenants, agreements and conditions of this Sublease, the Subtenant shall peacefully and quietly have, hold and enjoy
the Subleased Premises throughout the Term without any hindrance from Avistar or any one claiming by, or through, Avistar.


 


		21.	Governing Law.



 


The parties hereby
agree that this Sublease shall be governed by the substantive laws of the State of New York. Both parties hereby consent to the
jurisdiction of the courts of the State of New York, with venue in New York County, with regard to any proceeding arising out of
or concerning this sublease agreement.


 


		22.	Severability.



 


If any part of this
Sublease is void or otherwise invalid and, hence, unenforceable, such invalid or void portion shall be deemed to be separate and
severable from the other portions of this Sublease, and the other portions shall be given full force and effect as though said
void and invalid portions or provisions had never been a part of this Sublease.


 




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		23.	Defined Terms.



 


Except as otherwise
indicated herein, all defined terms shall have the same meaning as in the Master Lease. Further, all references herein to Landlord
shall include its successors and assigns.


 


		24.	Security.



 


Upon
execution of this Sublease Agreement, in addition to the first month’s rent, Subtenant shall have delivered to Avistar
a cash deposit in the amount of $95,950 (“Security”)for the faithful
performance and observance by Subtenant of the terms, provisions and conditions of this Sublease; it is agreed that in the
event Subtenant defaults in respect of any of the terms, provisions and conditions of this Sublease, including, but not
limited to, the payment of rent and additional rent (“Default”), beyond any applicable grace or cure period,
Avistar may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of
any rent and additional rent or any other sum as to which Subtenant is in default or for any sum which Avistar may expend or
may be required to expend by reason of Subtenant’s default in respect of any of the terms, covenants and conditions
of this Sublease, including, but not limited to, any damages or deficiency in the reletting of the Premises, whether such
damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In
the event of such application, Subtenant must deposit with Avistar an amount equal to the amount of the original security
deposit minus the amount applied to cure Subtenant’s default immediately on notice from Avistar of the nature and
amount of such application. Provided Subtenant is not then in Default, and has not previously been in Default, the Security
shall be reduced to $47,975 from month 24 onwards. Said security deposit shall be maintained in a New York City
attorney’s escrow account and shall not be withdrawn except on (7) days notice to Subtenant. Subtenant shall be noticed
by Avistar within 30 days of any notice of default in the payment of rent or additional rent received by the Avistar from the
Landlord.


 


SIGNATURE PAGE FOLLOWS


 




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IN WITNESS WHEREOF,
Avistar and Subtenant have executed this Sublease as of the day and year first above written.


 


AVISTAR COMMUNICATIONS CORP.


 


	By:	/s/ Elias Murray Metzger	 
	Name:	Elias Murray Metzger	 
	Title:	CFO	 


 


SUBTENANT:


 


	By:	/s/ Michael R. Gianatasio	 
	Name:	Michael R. Gianatasio	 
	Title:	CEO	 


 




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EXHIBIT A attached to and forming part
of SUBLEASE dated March 15, 2013


 


see attached page


 




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EXHIBIT B attached to and forming part
of SUBLEASE dated March 15, 2013


 


Listing of Included FF&E (Furniture,
Fixtures and Equipment)

Reception Desk – 1

Cubes – 6

Conference Room Table – 1

Conference room chairs – 11

Tv’s in conference room – 2

End table in conference room – 1

Pantry chairs – 3

Tables in pantry – 2

Refrigerator and Microwave – 1

Corner office meeting table – 1

Reception couches – 3

Table in reception – 1

Desks – 18

Chairs – 33

Credenza in partner office – 1

IT Room Racks


 




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EXHIBIT C attached to and forming part
of SUBLEASE dated March 15, 2013


 


See attached pages


 


708
Third Avenue Associates, LLC


c/o Marx Realty & Improvement Co., Inc.


708 Third Avenue | New York, New York
10017


 


As
of March 20, 2013


 


Sublandlord,
Avistar Communications Corp.


 


Avistar Communications Corp.

1855 S. Grant Street

4th Floor

San Mateo, California 94402


 


Subtenant,
International Safety Group, Inc.


 


International
Safety Group, Inc.

2975 Westchester Avenue

#114

Purchase, New York 10577


 


	RE:	CONSENT
    TO SUBLEASE
	 	 
	“Building”:	708 Third Avenue, New York, New York
	 	 
	“Premises”	Suite 1100
	 	 
	 “Subleased Premises”:	The entirety of the Premises
	 	 
	“Landlord”:	708 Third Avenue Associates, LLC, successor-in-interest to Clemons Properties Partners, L.P. and the Estate of Leonard Marx, Sr.
	 	 
	“Sublandlord”:	Avistar Communications Corp.
	 	 
	“Subtenant”:	International Safety Group, Inc.
	 	 
	“Lease”:	Lease dated as of December 4, 2006, by and between Landlord, and Sublandlord, as tenant, and as the same may hereafter be amended, modified, extended or restated from time to time.
	 	 
	“Sublease”:	Sublease
    dated as of March 15, 2013 between Sublandlord and Subtenant, as attached hereto, as same may be amended, modified, extended
    or restated from time to time, as may be permitted hereunder.
	 	 
	Sublease Expiration Date:	March 30, 2017


			






 



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Ladies/Gentlemen:


 


You have requested Landlord’s consent
to the sublease of the Subleased Premises. Such consent is hereby granted on the terms and conditions, and in reliance upon the
representations and warranties, set forth in this letter (this “Agreement”).


 


		1.	Sublandlord represents and warrants to Landlord that (a) the Lease is in full force and effect;
(b) the Lease has not been assigned, encumbered, modified, extended or supplemented; (c) Sublandlord knows of no defense or counterclaim
to the enforcement of the Lease; (d) to Sublandlord’s knowledge, Sublandlord is not entitled to any reduction, offset or
abatement of the rent payable under the Lease; (e) Sublandlord is not in default of any of its obligations or covenants beyond
the expiration of any applicable notice and grace periods and is not in breach of any of its representations or warranties, under
the Lease; (f) Landlord has paid all amounts and to Sublandlord’s knowledge, performed all work required to be paid or performed
under the Lease in connection with the initial occupancy of the Premises under the Lease; and (g) to Sublandlord’s knowledge,
Landlord is not in default of any of its obligations or covenants under the Lease.Sublandlord further represents and warrants to
Landlord that the Limited Personal Guaranty of G. Burnett, dated December 4, 2006, remains in full force and effect for the Premises
(including the Subleased Premises) and that neither this Agreement nor the Sublease shall operate to release or waive any of the
terms or conditions of the Limited Personal Guaranty of G. Burnett, dated December 4, 2006.



 


		2.	Sublandlord and Subtenant each represents and warrants to Landlord that (a) the Sublease constitutes
the complete agreement between Sublandlord and Subtenant with respect to the subject matter thereof; (b) a true and complete copy
of the Sublease is attached hereto as Exhibit A ; (c) no rent or other consideration is being paid to Sublandlord by Subtenant
for the Sublease or for the use, sale or rental of Sublandlord’s fixtures, leasehold improvements, equipment, furniture or
other personal property except as set forth in the Sublease; and (d) the Subleased Premises shall be used for office purposes only
as set forth in the Lease, and Subtenant represents and warrants that it shall not utilize the Subleased Premises or any of the
Building services over and above that of a standard office tenant.



 


		3.	The Sublease shall be subject and subordinate to the Lease and this Agreement. Neither Sublandlord
nor Subtenant shall take, permit or suffer any action which would violate the provisions of the Lease or this Agreement.



 


		4.	Intentionally Deleted.



 


		5.	Intentionally Deleted.



 


		6.	Intentionally Deleted.



 


		7.	Landlord’s obligations to Sublandlord are governed only by the Lease and this Agreement.
Landlord’s obligations to Subtenant are only as expressly provided in this Agreement. Landlord shall not be bound or estopped
by any provision of the Sublease, including any provision purporting to impose any obligations upon Landlord (except as provided
in Paragraph 8 of this Agreement). Nothing contained herein shall be construed as a consent to, approval of, or ratification by
Landlord of, any of the particular provisions of the Sublease or any plan or drawing referred to or contained therein (except as
may be expressly approved herein). Landlord has not reviewed or approved any provision of the Sublease. Notwithstanding anything
to the contrary contained in the Sublease, the term of the Sublease shall end no later than the day that is one day prior to the
Expiration Date (as defined in the Lease), or March 31, 2017.



 




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		8.	If Sublandlord or Subtenant violates any of the terms of this Agreement, or if any representation
by Sublandlord or Subtenant in this Agreement is untrue in any material respect, or if Subtenant takes any action which would constitute
a default under the Lease after the giving of notice and the expiration of any grace period required under the Lease, then Landlord
may declare the Lease to be in default and avail itself of all remedies provided at law or equity or in the Lease with respect
to defaults.



 


		9.	Subject to the provisions of Paragraph 10 of this Agreement, if the Lease is terminated prior to
the stated expiration date provided therein, the Sublease shall likewise terminate on the date of such termination. In connection
with such termination, Subtenant, at its sole expense, shall surrender the Subleased Premises to Landlord in the manner provided
for in the Lease, including the removal of all its personal property from the Subleased Premises and from any part of the Building
to which it is not otherwise entitled to occupancy and repair all resulting damage to the Subleased Premises and the Building.
Except as otherwise provided in the Lease, Landlord shall have the right to retain any property and personal effects which remain
in the Subleased Premises or the Building on the date of termination of the Sublease, without any obligation or liability to Subtenant,
and to retain any net proceeds realized from the sale thereof, without waiving Landlord’s rights with respect to any default
by Sublandlord under the Lease or Subtenant under the foregoing provisions of this paragraph and the provisions of the Lease and
the Sublease. If Subtenant shall fail to vacate and surrender the Subleased Premises in accordance with the provisions of this
paragraph, Landlord shall be entitled to all of the rights and remedies which are available to a landlord against a tenant holding
over after the expiration of a term, and any such holding over shall be deemed a default under the Lease and a holding over by
Sublandlord with respect to the entire Premises under the Lease. In addition, Subtenant agrees that it will not seek, and it expressly
waives any right to seek, any stay of the prosecution of, or the execution of any judgment awarded in, any action by Landlord to
recover possession of the Subleased Premises. This paragraph shall survive the earlier termination of the Lease and the Sublease.



 


		10.	If the Lease is terminated before the stated expiration date of the Sublease, and if Landlord or
any other party then entitled to possession of the Subleased Premises so notifies Subtenant, Subtenant, shall either (i) immediately
quit and surrender possession of the Premises, or (ii) attorn to Landlord or any such party for the remainder of the stated term
of the Sublease under all the terms and conditions of the Sublease, except that the fixed rent and any additional rent ( including
electricity, taxes and other additional rent charges) payable by Subtenant to Landlord pursuant to the Lease (collectively, the
“Rent”) shall be the Rent set forth in the Lease. The party to whom Subtenantattorns shall, under such circumstances,
agree not to disturb Subtenant in its use and enjoyment of the Subleased Premises, provided Subtenant performs all of its obligations
under the Sublease (except as provided above). Such party shall not be required to honor or credit Subtenant for (a) any payments
of rent made to Sublandlord for more than one month in advance or for any other payment owing by, or on deposit with, Sublandlord
for the credit of Subtenant, (b) any obligation to perform any work or make any payment to Subtenantpursuant to a work letter,
the Sublease or otherwise, (c) any security deposit not in Landlord’s actual possession, (d) any obligation of, or liability
resulting from any act or omission of, Sublandlord, (e) any amendment of the Sublease not expressly consented to by Landlord, or
(f) any defenses, abatements, reductions, counterclaims or offsets assertable against Sublandlord. This provision is self-operative
upon demand for attornment, whether or not, as a matter of law, the Sublease may terminate upon the expiration or termination of
the term of the Lease. Subtenant, however, agrees to give Landlord or such other party, on request, an instrument acknowledging
an attornment according to these terms. No attornment pursuant to this paragraph shall be deemed a waiver or impairment of Landlord’s
rights under the Sublease to pursue any remedy not inconsistent with such attornment. In the event of such election by Landlord
or such other party, Sublandlord shall deliver to Landlord or such other party any security deposit which Sublandlord is then holding
under the Sublease.



 




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		11.	Sublandlord and Subtenant, jointly and severally, agree to indemnify Landlord (708 Third Avenue
Associates, LLC), Merchants’ National Properties, Inc., Marx Realty & Improvement Co., Inc., CBRE, Inc. and Bank of America,
N.A. against, and hold them harmless from (including with limitation to insurance policy limits in force), all reasonable costs,
damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of any claims for brokerage commissions,
finders fees or other compensation by reason of any person or entity claiming to have dealt with Sublandlord or Subtenant in connection
with the Sublease or procuring possession of the Subleased Premises. Sublandlord and Subtenant, at their sole expense, may defend
any such claim and settle any such claim at their expense, but only Landlord may approve the text of any stipulation, settlement
agreement, consent order, judgment or decree entered into on its behalf, when required. The provisions of this Paragraph 11 shall
survive the expiration or sooner termination of the Sublease.



 


		12.	Sublandlord and Subtenant, jointly and severally, agree to indemnify Landlord (708 Third Avenue
Associates, LLC), Merchants’ National Properties, Inc., Marx Realty & Improvement Co., Inc., CBRE, Inc. and Bank of America,
N.A. against, and hold them harmless from any and all (including with limitation to insurance policy limits in force) losses, costs,
expenses, claims and liabilities including, but not limited to, reasonable counsel fees, arising from any accident, injury or damage
caused by Sublandlord or Subtenant to any person or entity or to the property of any person or entity and occurring during the
term of the Sublease in or about the Subleased Premises. If any proceeding is brought against Landlord by reason of any such claim,
Sublandlord and Subtenant, jointly and severally, shall be responsible for Landlord’s reasonable costs and expenses (including,
with limitation to insurance policy limits in force, reasonable attorneys’ fees and expenses) incurred in connection therewith.
If any action or proceeding is brought against Landlord by reason of any such claims, Sublandlord and/or Subtenant, upon written
notice from Landlord, shall, at Sublandlord’s and Subtenant’s sole cost and expense, resist or defend such action or
proceeding, but may not settle any such claim without Landlord’s prior written approval. The provisions of this Paragraph
12 shall survive the expiration or earlier termination of the term of the Sublease or the Lease. The indemnity and any right granted
to Landlord pursuant to this paragraph shall be in addition to, and in limitation of insurance policy limits in force, Landlord’s
rights under the Lease or Sublease. Subtenant shall name: Landlord (708 Third Avenue Associates, LLC), Merchants’ National
Properties, Marx Realty & Improvement Co., Inc., CBRE, Inc. and Bank of America, N.A.all as additional insureds on all liability
insurance policies.



 




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		13.	Landlord’s consent to the Sublease does not include consent to any modification, supplement
or amendment of the Sublease, or to any Sublease of the Sublease or further subletting of the Subleased Premises, each of which
requires Landlord’s prior written consent. If Sublandlord or Subtenant desires Landlord’s consent to any such other
action it must specifically and separately request such consent. Sublandlord shall give Landlord prompt written notice if the Sublease
terminates prior to its stated term.



 


		14.	Neither the execution and delivery of this Agreement or the Sublease, nor any acceptance of rent
or other consideration from Subtenant by Landlord or Landlord’s agent shall operate to waive, modify, impair, release or
in any manner affect Sublandlord’s liability or obligations under the Lease or Subtenant’s liability or obligations
under the Sublease. Sublandlord and Subtenant each agrees that any additional services requested and authorized by Subtenant and
further authorized by Sublandlord, and the charges for such additional services that are assessed by Landlord constitute additional
rent payable under the Sublease.



 


		15.	If there shall be any conflict or inconsistency between the terms, covenants and conditions of
this Agreement or the Lease and the Sublease, then the terms, covenants and conditions of this Agreement or the Lease shall prevail.
If there shall be any conflict or inconsistency between this Agreement and the Lease, then the terms, covenants and conditions
of this Agreement shall prevail.



 


		16.	The Lease and this Agreement constitute the entire agreement of the parties with respect to Landlord’s
consent to the Sublease. This Agreement may not be changed except in writing signed by each party hereto.



 


		17.	All statements, notices and other communications given pursuant to this Agreement must be in writing
and must be delivered as provided in the Lease, addressed to Landlord and Sublandlord at its address set forth above and to Subtenant
at the Subleased Premises, or at such other address as any party may designate upon not less than 10 days prior notice given in
accordance with this paragraph.



 


		18.	Landlord’s rights and remedies under this Agreement shall be in addition to every other right
or remedy available to it under the Lease, at law, in equity or otherwise and Landlord shall be able to assert its rights and remedies
at the same time as, before, or after its assertion of any other right or remedy to which it is entitled without in any way diminishing
such other rights or remedies. The invalidity or unenforceability of any provision of this Agreement shall not impair the validity
and enforceability of any other provision of this Agreement.



 


		19.	This Agreement shall bind and inure to the benefit of the parties and their respective successors
and assigns, except that it shall not inure to the benefit of any successor or assign of Sublandlord or Subtenant whose status
was acquired in violation of the Lease or this Agreement.



 


		20.	Each of Landlord, Sublandlord, and Subtenant represents that it is duly authorized to execute and
deliver this Agreement on its respective behalf, and that each of Landlord, Sublandlord and Subtenant has full power and authority
to enter into this Agreement.



 




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		21.	This Agreement will be construed and governed by New York law. Sublandlord and Subtenant each consents
to the personal and subject matter jurisdiction of the courts of the State of New York, with venue in New York County.



 


		22.	This Agreement may be executed in counterparts, each of which shall be deemed an original, and
all such counterparts shall together constitute one and the same instrument.



 


		23.	Upon execution of this Agreement, Sublandlord agrees that it shall pay to Landlord a fee in the
amount of $2,500.00 in connection with and related to the preparation and execution of this Agreement.



 


		24.	EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO A JURY TRIAL IN
ANY CAUSE OF ACTION ARISING OUT OF, OR RELATING TO, THIS AGREEMENT.



 


[SIGNATURE
PAGE TO FOLLOW]


 


Please acknowledge your agreement
to the terms and conditions of this Agreement by signing the copy of this Agreement enclosed herewith and returning it to the Landlord.
You may consider Landlord’s consent to be effective upon your receipt of a fully executed copy of this Agreement.


 


	 	Very truly yours,
	 	 
	 	708 Third Avenue Associates, LLC
	 	 
	 	By:  Merchants’ National Properties Inc., Manager
	 	 
	 	By:	/s/ Claude T. Chandonnet
	 	Name:  	Claude T. Chandonnet
	 	Title:     	President and CEO


 


Agreed and Consented to by:


 


			



	
        Avistar
Communications Corp.

Sublandlord
	 	
        International
Safety Group, Inc.

Subtenant

	 	 	 
	By:	/s/ Elias Murray Metzger	 	By:	/s/ Michael R. Gianatasio
	Name:	Elias Murray Metzger	 	Name:	Michael R. Gianatasio
	Title:	C.F.O	 	Title:	C.E.O
	EIN:	88-0463156	 	EIN:	99-0363913


  



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