LICENSE AGREEMENT

BEVMAX OFFICE CENTERS

880 Third Avenue, 9th & 12th Floors, New York, N.Y. 10022


 


	License #	   0046A   	 	 	Date	   2/19/2013    
	Licensee:	Glennart Consulting Group LLC
	(please indicate above if corporation, partnership, etc.
	1Principal’s/2Contact Person’s Name:	Arthur Raymond Malvett
	Persons Authorized to Use Office:	Glenn Foley, Arthur R. Malvett, Ryan Foley
	Federal ID:	45-4352665
	BOC Telephone #	212-593 0550
	Type of Business:	Medical Technology
	Licensed Office(s):	905A and 905B
	Fixed Fee/Additional Fees:	$4,500.00 Fixed Fee per month / $400.00 Additional Fees per month for  1-3 line Toshiba telephone including voicemail and 3 T-1 connections/users.
	Commencement Fee:	None
	Service Retainer:	$8,000.00
	Broker:	Daniel Soffer - S.O.S.
	License Term:	12 Months
	A)  Commencement Date	May 1, 2013
	B)  Termination Date:	April 30, 2014
	Person’s Authorized to Sign for Licensee:	Arthur Raymond Malvett
	Licensor:	Bevmax Office Centers 880 Third Avenue LLC
	 	 	 	 	 	 	 	 





This License Agreement made as of 2/19/2013
between Bevmax Office Centers 880 Third Avenue LLC (hereinafter “Licensor”) and Glennart Consulting Group LLC
(hereinafter “Licensee”) incorporates pages 2 and 3 of this License Agreement (attached hereto) and we both agree to
comply with all terms and conditions as delineated on this page, pages 2 and 3 of this License Agreement.


 


	Licensee:	Glennart Consulting Group LLC	 	Licensor:	Bevmax Office Centers 880 Third Avenue LLC
	 	 	 	 	 
	By:	/s/	 	By:	/s/
	 	Authorized Signature / Date	 	 	Authorized Signature / Date
	 	 	 	 	 
	 	Arthur Raymond Malvett	 	 	Fredric Feld
	 	Print Name	 	 	Print Name


 




    	 



    	 



    

 


License Agreement (Page 2)





 


		1.	Standard Services: In consideration of the Licensee’s payment of the Fixed Fee and
the Service Retainer (both listed on front page of this License Agreement) as well as other valuable consideration, 1) Licensor
allows Licensee to use the office pursuant to Premium Corporate Identity Plan as outlined on page 1 of this License Agreement (hereinafter
“Agreement”) 24 hours a day, 7 days a week for the License Term (listed on front page) subject to the Rules and Regulations,
a copy of which Licensee acknowledges was received with this Agreement, (which Rules and Regulations may be reasonably changed
by Licensor from time to time upon written notice to Licensee) and subject to Licensor’s right upon 3 days written notice
to Licensee to relocate Licensee to a different office within the Center of at least equal size and quality, 2) Licensor provides
Licensee with Receptionist during normal business hours, 3) 12 hours a month use of a conference room (as available), 4) delivery
of mail, 5) use of common areas including pantry, 6) Licensor also provides heating, HVAC, electricity (subject to Building rules
/ limitations), 7) office cleaning, and 8) maintenance of Licensor equipment and offices due to ordinary wear and tear.



 


		2.	a) Fees: The Fixed Fee is payable in advance on the first day of each month during the License
Term to Licensor at Bevmax Office Centers, 75 Rockefeller Plaza, 18th Floor, New York, N.Y. 10019. (If the License Term begins
on a day other than the 1st day of a month, the second payment of the Fixed Fee will be prorated). The Commencement Fee and Service
Retainer (defined in paragraph 3) are to be paid upon the signing of this Agreement. Additional Fees (including all applicable
taxes) are due on the 1st day of the month, in the month following the month that the additional services (defined in paragraph
4) are rendered. All invoices not received by Licensor by the 10th day of the month will be subject to a 5% Late Payment Fee.



 


b) In the
event that Licensee does not pay either the Fixed Fee and/or the Additional Fees when due (hereinafter “Monetary Default”)
and such Monetary Default is not cured within 3 business days after written notice of such Monetary Default is hand delivered to
Licensee, then Licensor may terminate Licensee’s internet access, security cards and remove telephones. After a Monetary
Default, Licensee shall still be obligated to pay all Fixed Fees and applicable Additional Fees for the duration of the License
Term.


 


		3.	Service Retainer: The Service Retainer is to be held by Licensor as security for payment
of all fees due and payable under this Agreement as well as all possible damages to Licensor’s equipment and furniture, office
space and all and any obligations of Licensee under this Agreement. The Service Retainer will not be kept in a separate account
and no interest will be paid to Licensee. The Service Retainer may be applied to all past due fees, monies and/or damages as they
occur, at Licensor’s discretion. This Service Retainer will be returned (less any monies due under this Agreement) 60 days
after the expiration of the License Term or 60 days after termination as defined in paragraph 6. In the event the Service Retainer
is applied to past due fees, then the Licensee is obligated to replenish the Service Retainer to the original amount set on page
1 of this Agreement immediately.



 


		4.	Additional Services: Additional Services are services above and beyond Standard Services
as defined in paragraph I which are available at both Licensee’s and Licensor’s option pursuant to our rate schedule.
The Additional Fees for these Additional Services shall be paid by Licensee pursuant to paragraph 2.



 


		5.	a) Liability: Licensor and Bevmax Office Centers 880 Third Avenue LLC are not liable for
any loss or damages as a direct or indirect result of Licensor’s misfeasance or nonfeasance in connection with providing
any service including but not limited to telephone usage, internet usage, electricity, and all utilities and building services
as well as all Additional Services. Licensor is not liable for damages/claims resulting from fire, water damage, accidents and/or
“force majeure”. Licensees’ sole remedy for interruption or failure of any service, utility or actual access
to the office center or their assigned office is the suspension or adjustment of the Fixed Fee or Additional Fees as is applicable.



 


b) Condition
Precedent: As a specific condition precedent to the Licensor entering into this License Agreement. The Licensee unequivocally
and absolutely agrees not to make any claim for damages including but not limited to loss of profits or gross income which are
directly or indirectly a result of Licensor’s action or inaction, misfeasance or nonfeasance unless said damages are a direct
result of Licensor’s gross negligence and then such damages are to be limited to suspension or adjustment of Fees as outlined
in paragraph 5(a).


 


		6.	a) Licensor Termination: Licensor may terminate this Agreement before the end of the License
Term in the event that any of the terms, conditions, paragraphs of this Agreement are not performed or complied with, or if they
are violated including but not limited to payment of any fees, monies, and/or violations of the Rules and Regulations (hereinafter
“Default”), and the Default is not cured within 3 business days by a wire transfer or certified check ONLY after written
notice of such Default is hand delivered to Licensee. Notwithstanding the foregoing, Licensor may terminate this Agreement immediately
after Licensee has committed 3 separate Defaults of this Agreement.



 


b) Licensee
Termination: Licensee can terminate this Agreement in either of the following events, 1) there is no access to the office center
for 6 concurrent business days, 2) there is no telecommunication service, phone or internet service for 10 concurrent business
days, upon written notice of termination of Agreement indicating lack of access or telecommunication service and Licensor’s
not curing same within 2 business days.


 


		7.	Insurance: Licensee is to provide Licensor with a certificate of insurance covering all
of Licensee’s personal property as well as liability insurance covering its own employees and third parties naming Bevmax
Office Centers/Licensor as additional insured. Licensee has the obligation to indemnify Licensor for Licensee’s breaches,
negligence and all and any actions that cause damage to Licensee, Licensor’s employees, center or property and/or Licensee’s
invitees Licensor is not responsible for loss, damage or theft of any of Licensee, or its employees, invitees, guests, vendors,
and/or visitor’s personal property unless the loss theft or damage is a direct result of Licensor’s gross negligence.



 





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License Agreement (Page 3)





 


		8.	Damages: If this License is terminated pursuant to Licensee’s default pursuant to
paragraph 6 a), then Licensor will be entitled to collect and Licensee must pay to Licensor a minimum of the number of months remaining
on the License Term multiplied by the Fixed Fee as well as all damages to Licensor’s property and any and all other damages.
In the event of such default by Licensee, Licensor shall be entitled to retain the Service Retainer, which shall be credited by
Licensor against the damages outlined above as well as to pursue all other remedies and damages available at law. Licensee is to
take good care of all of the furnishings, equipment, personal property of the Office Center as well as the installation of the
Office Center (e.g. carpet, light fixtures, wall coverings, pictures, sheetrock walls). All damages resulting from Licensee or
its invitees, guests, vendors, and visitors actions will be added to the Additional Fees invoice.



 


		9.	Internet Service:  Internet usage is to be limited to standard usage. Any applications
using large amounts of bandwidth e.g. Bloomberg, trading programs, streaming media, virtual private networks (VPN), etc.
as well as devices used for sharing network connections, such as routers, wireless access points, hubs and switches are prohibited
unless permission is specifically provided by Licensor in this Agreement, otherwise such applications or devices may not
be used by Licensee within Bevmax Office Centers, and Licensor will be entitled either to take Licensee off the internet network
immediately as well as remove devices immediately. Licensor reserves the right to terminate internet service to the Licensee
upon 2 business days written notice when, a) Licensee is either using a disproportionate amount of bandwidth, or b) Other Licensee’s
use of internet is negatively affected in any way, or c) there is a material negative impact on the Bevmax Office Centers network.
In the event Licensor terminates the Licensee’s internet service. Licensee has the right to terminate this License Agreement
upon 3 days written notice. Licensee must have acceptable and functioning “anti-virus” software before they will be
connected to the internet. VoIP (Voice over Internet Protocol) devices are not permitted on the network.



 


		10.	Miscellaneous:



 


a) Licensee
may not assign this agreement without Licensor’s prior written consent and may not grant use of its office to a 3rd party.


 


b) Upon termination
of this Agreement, Licensee agrees NOT to file a change of address form with the US Post Office. Licensor will file
change of address form for Licensee based on Licensee’s written notice of new address. Licensor agrees to forward all mail
to Licensee (at Licensee’s expense) for a period of 30 days. Provided Licensee is not in default, Licensor agrees to forward
all mail and will keep their telephone number and voicemail active for 1 month after termination of License Agreement.


 


c) All notices
are to be in writing, Certified or Registered Mail or any other delivery service providing proof of delivery, including hand delivery
by Bevmax Office Centers personnel as evidence by signed receipt of same, to either Licensor or Licensee at their addresses listed
on page 1 of this agreement.


 


d) Licensee
agrees to abide by, comply with and not violate the Rules and Regulations of Bevmax Office Centers, a copy of which was delivered
to Licensee before the signing of this License Agreement.


 


e) Licensor
& Licensee agree to waive their respective rights to a Jury Trial.


 


f) Telephone
usage shall be billed at the rates as listed on our rate schedule. These rates are subject to change based upon 30 days prior written
notice.


 


g) In the
event that Licensee remains in the office after the Termination Date or earlier Termination of License based on paragraph 6 then
in addition to Licensor availing itself of all legal remedies available under applicable law, Licensee will be charged 400% of
the Fixed Fee listed on the 1st page of the License Agreement on a prorata basis.


 


h) If the
last day of the License Term or any renewal thereof falls on a Saturday, Sunday or holiday, this License shall terminate on the
business day immediately following. The last invoices shall be pro-rated accordingly.


 


i) It is understood
that this License is not a lease, that no leasehold or tenancy is intended to be created hereby, and that this License shall not
be construed so as to create the relationship of landlord and tenant.


 


j) This Agreement
is specifically subject to all the terms, conditions, and paragraphs of Licensor’s Lease of the 9th and 12th floors
of 880 Third Avenue between Vandergrand Properties Co., L.P. and Bevmax Office Centers 880 Third Avenue LLC dated August 8, 2008
(hereinafter the “Lease”).


 


k) If the
Lease is terminated or surrendered for any reason, then this License Agreement will automatically terminate at the same time.


 





Please Initial
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