OFFICE LEASE
AGREEMENT


DATED


June 20, 2013


BETWEEN


NORTH WATER STREET
REALTY I LLC, LANDLORD


AND


NATCORE
TECHNOLOGY, INC,, TENANT


FOR SPACE AT


189 N. WATER
STREET

ROCHESTER, NEW YORK






LEASE AGREEMENT


          THIS
AGREEMENT OF LEASE is made this 20th day of June, 2013 by and
between North Water Street Realty I LLC, a New York limited liability company
with an office at 259 Alexander Street, Rochester, New York 14607 (the “Landlord”)and Natcore Technology Inc., with an office at 87 Maple Avenue, Red
Bank, New Jersey 07701. (the “Tenant”).


WITNESSETH:


SECTION 1


REMISES


          1.1 Landlord
currently owns property at 165-217 North Water Street, City of Rochester,
County of Monroe, State of New York, consisting of three buildings and other
improvements (the “Facility”). For
and in consideration of the rent and additional rent herein reserved and of the
covenants, conditions, and agreements of the Tenant hereinafter expressed the
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
following described premises in the Facility (the “Premises”)as
shown on Schedule A attached hereto:


For purposes of this
Lease, the rentable square footage area of the Premises shall be deemed to be
1,600 square feet on the first floor together with the right of access, ingress
and egress to and from the same.


The Premises shall
include 3 parking spaces in the adjacent ramp or sutface lot or another
designated lot within one city block.


Tenant shall have the
right to access the adjacent office space for use of the existing kitchenette.
Subject to Section 35 below, in the event the adjacent office space is leased
to another tenant, Tenant’s rights to use the kitchenette will terminate.


This Lease shall continue
unaffected should Landlord transfer all or a part of its interest in the
Premises and any transferee shall take its interest in the Premises subject to
this Lease.


          1.2
Landlord grants to Tenant and Tenant’s invitees the right to use the
“Common Areas” of the Facility in common with the other tenants in the
Facility. The term “Common Areas” means areas, structures and/or services used
in common by all tenants in the Facility, including but not limited to foyers,
lobbies, bathrooms, elevators, walks, access driveways, and landscaped areas,
dumpsters and all signage. Tenants, its agents, employess and contractors are
not allowed access to any roof area, at any time, without prior written
approval of the Landlord. Violation will require the Tenant to be responsible
for all future roof leaks.






SECTION 2


TERM


          2.1
The term of this Lease shall be for a period of 3 years commencing on
the later of: August 1,2013 or
ii) day on which Tenant enters into possession of the Premises and, unless
sooner terminated, ending on July 31, 2016. If Tenant should enter into
possession of the Premises on a day prior to the commencement of the term, the
rent, additional rent, and all other charges due from Tenant to Landlord
hereunder shall be prorated to the day on which Tenant entered into possession.


          All
terms and conditions of this Lease shall be in effect upon possession.


          2.2
The term “Lease Year” shall mean each twelve (12) month period beginning
on the first day of August and expiring on the last day of July thereafter. Any
period between the commencement of the term of this Lease and the commencement
of the first Lease Year or any period subsequent to the expiration or
termination of the term of this Lease, as it may be extended, but prior to the
expiration of the then current Lease Year, shall be prorated and adjusted with
respect to rent, additional rent, or any other matters or charges provided in
this Lease in which the Lease Year is a factor.


SECTION 3


RENT


          3.1
Tenant shall pay to Landlord, during the term of this Lease, and any
renewal thereof, in lawful money of the United States, without any prior demand
and without any setoff or deduction whatever, rent as follows:


                    a)
Commencing on the later of: August 1,2013
or ii) day on which Tenant enters into possession of the Premises (or on such
earlier date that Tenant enters into possession of the Premises for the purpose
of conducting its business therein), Tenant shall pay rent to Landlord the
amount of $22,000.00 per year in monthly installments of $1,833.34. Commencing
on each succeeding August 1, the annual rental shall be increased to an amount
equal to one hundred three (103%) per cent of the annual rental payable in the
preceding Lease Year and the annual rental shall continue to be payable in
monthly installments.


          3.2
On the first day of each and every month during the term of this Lease,
Tenant covenants and agrees to pay to Landlord an amount equal to the sum of
the monthly installments of rent set forth herein plus the monthly installments
of additional rent set forth in this Lease.


          3.3
enant covenants and agrees to pay the rent set forth herein to the
Landlord at its offices described above or at such other place as the Landlord
may from time to time designate by written notice to Tenant.


          3.4
Tenant agrees to pay a “late charge” equal to five (5%) per cent of the payment
due, for any payment of rent or additional rent not received by Landlord by the
fifth (5th) day of the month due.






ECTION 4


USE


         4.1
The Tenant may use the Premises only for the purpose of offices for business.
Tenant at its sole expense shall comply with all laws, orders, and regulations
of federal, state, and municipal authorities, and with any direction of any
public officer, pursuant to law, which will impose any duty upon the Landlord
or the Tenant with respect to the Premises. The Tenant at its sole expense
shall obtain all licenses or permits which may be required for the conduct of
its business within the terms of this Lease or for the making of repairs,
alterations, improvements or additions. The Tenant shall not use the Premises
or permit their use for any dangerous, noxious, or offensive trade or business,
nor cause or maintain any nuisance upon the Premises.


SECTION 5


COMMON AREAS


          5.1
The driveways, landscaped areas, entrances and exits, elevators, and all
other areas within the Facility of which the Premises are a part designated by
Landlord for the common use and benefit of its tenants are referred to as the
“Common Areas”. Landlord hereby gives and grants unto Tenant a license over, on
and through the area adjacent to the Premises, for ingress and egress to and
from the Premises the same to be used and enjoyed by Tenant, its invitees,
customers and the general public, together with and subject to the rights
granted from time to time by Landlord to other tenants and occupants of the
Facility. It is understood and agreed that the Tenant’s use of the Common Areas
shall be in common with the tenants of the other leases on the Facility.


          5.2
Landlord agrees to operate, manage, equip, repair and maintain the Common Areas
in good repair and to be reasonably free
of refuse, ice and snow (Snow removal shall be done when there is three
inches or more of accumulation). Landlord may deposit accumulated ice and snow
on portions of the Facility as may be necessary under the circumstances.


SECTION 6


REAL PROPERTY
TAXES


          6.1
Landlord agrees to pay all real property taxes and assessments attributable to
the Building of which the Premises form a part. Tenant shall pay, as Additional
Rent, its Pro Rata Share of increases in any property taxes paid by the
Landlord over those paid by the Landlord in the tax year in effect July 1, 2013 through June 30,
2014. Pro Rata Share is calculated by taking the number of rentable square feet of the Premises
divided by the total number of rentable square feet in the building.






SECTION 7


ALTERATIONS


          7.1
Any changes, alterations, additions or improvements in, or to the
Premises, of any kind or nature whatever, or in the amount or nature of
equipment, or the location thereof or in additions thereto, or whatever may be
the nature thereof including but not limited to carpets painting, lighting,
interior partitions, window coverings, window treatments, window hangings,
blinds, shades, and draperies, desired by the Tenant may be done by the Tenant
at its own cost and expense only upon the following terms and conditions:


                    a)
The Tenant shall notify the Landlord in advance in writing, specifying
in detail the alterations or additions contemplated.


                    b)
Such notice shall be accompanied by a plan, blue print, or diagram
showing such proposed alterations or additions, and a bid or contract signed by
a reputable builder or contractor, undertaking to perform the work as shown in
the plan, blue print or diagram for a specified cost stated therein.


                    c)
The Landlord shall, within a reasonable time, indicate In writing its
approval or disapproval of the contemplated alterations or additions.


                    d)
If the Landlord approves thereof and the specified cost as above stated
is less than $2,500.00, such approval shall constitute the necessary consent to
such alterations or additions. If, however, the aforesaid specified cost is in
excess of $2,500.00, then no consent of the Landlord shall be valid or binding
upon it until the Tenant furnishes the Landlord a liability policy with limits
in the amounts set forth in Section 18.1 hereof protecting Landlord from any
liability for injury to persons or property arising, directly or indirectly,
from the making of such alterations or additions by Tenant, its agents,
servants, employees and/or independent contractors.


          7.2
Prior to occupancy of the Premises by Tenant, Landlord shall at Landlord’s cost
and expense remodel the premises in accordance with outline plans and
specifications therefor separately agreed upon between Landlord and Tenant.


SECTION 8


IMPROVEMENTS AND
FIXTURES


          8.1
All permanent construction, additions and improvements, made and maintained in
or on the Premises, either by the Tenant or Landlord, shall be the sole
property of the Landlord, and shall not be removed or injured by the Tenant,
nor shall be the Tenant claim at any time compensation therefore. It is
understood and agreed that any trade and lighting fixtures and any wall
treatments and interior signage placed upon the Premises by Tenant are to
remain the property of the Tenant and may be removed by Tenant from the
Premises promptly at the expiration of the demised term. Alternatively, Tenant
may abandon such improvements and fixtures, in whole or in part.






SECTION 9


EPAIRS, DAMAGE,
ETC.


          9.1
Landlord covenants to keep or cause to be kept the roof, foundations,
and major mechanicals of the Premises and the structural soundness of the
exterior, non-party walls, except as affected by Tenant’s work or Tenant’s
negligence or omission, in good order, repair and condition. Tenant shall take
good care of and make all other repairs to the Premises, and to the fixtures
and equipment, which repairs shall be in quality and class equal to the
original work. Tenant, at Tenant’s sole cost and expense, shall maintain all
doors in and to the Premises (including all overhead or other types of doors)
and all mechanical devices, electrical equipment, frames and other components
of such doors, in good repair and condition throughout the term of this Lease
and shall make all necessary repairs thereto and replacements thereof.


Upon the expiration or
other termination of the term of this Lease, Tenant shall remove all property
of the Tenant as provided in Section 8 and shall quit and surrender to the
Landlord the Premises, broom clean, in good order and condition, ordinary wear excepted.


          9.2
If at any time during the last six months of the term of this Lease there is
substantial damage, whether or not an insured loss, Landlord may at Landlord’s
option cancel and terminate this Lease as of the date of occurrence of such damage
by giving written notice to Tenant of Landlord’s election to do so within 30
days after the date of occurrence of such damage.


SECTION 10


HOLDOVER


          10.1
In the event that the Tenant shall remain in possession of the Premises beyond
the termination
of the term as provided herein, and Landlord has not as yet removed the Tenant
from the
Premises, the Tenant shall pay for each month of continued possession, or any
part thereof, 150% of the monthly rental for the month immediately prior to the termination
of the term hereof,
together with all additional rent which become due during the period of
possession.


SECTION 11


SIGNS


          11.1
Tenant shall not place, erect or install any signs on any portion of the
Premises, nor allow to be erected or installed any signs, printed displays or
show window lettering visible from outside the Premises without the prior
written approval of the Landlord. Any permitted sign shall comply with sign
regulations which shall be established by Landlord and with all applicable
ordinances of municipalities having jurisdiction. All such signs shall be
maintained in a good and safe condition and appearance by the Tenant at its own
expense. Tenant shall repair any damage to the Premises, either inside or
outside, resulting from the erection, maintenance or removal of the signs.






SECTION 12


GLASS REPLACEMENT
AND INSURANCE


          12.1
The Tenant shall replace all damaged or broken plate glass and other structural
glass promptly with glass of equal quality with that broken, if caused by
Tenant’s negligence.


SECTION 13


PAYMENT OF
ELECTRICITY, WATER, HEAT, ETC.


          13.1
Tenant shall pay for all its electric and for the gas used for heat and air
conditioning. Water for sanitary purposes shall be paid for by Landlord. In addition,
in the event of non-payment after ten (10) days written notice, Landlord shall
have the absolute right, without further notice to Tenant, to have electricity
or other utilities serving the Premises turned off and shall have no liability
whatsoever to Tenant for any damages Tenant may incur on account thereof.
Tenant hereby waives the benefit of any law which might restrict Landlord in
its right to turn off the utilities.


Landlord shall not be
liable for any failure to furnish heat and air conditioning or for any
interruption of deficiency thereof, due to any reason beyond the Landlord’s
control. Landlord shall be diligent in remedying any of the aforementioned
interruptions.


SECTION 14


CLEANING AND
RUBBISH REMOVAL


          14.1
Landlord shall be responsible for the cleaning of the hallways and common
areas, removal of rubbish, removal of snow from the sidewalks and parking
areas, landscape maintenance and general repairs and maintenance of the
Building, all to be done in a first class workmanlike manner. Tenant shall be
responsible for janitorial service in connection with the Premises.


SECTION 15


DELIVERIES,
LOADING AND UNLOADING AND PARKING


          15.1
Tenant covenants and agrees that none of the agents, invitees, or contractors
of the Tenant shall so use the Premises for deliveries, loading, and unloading
of merchandise and other materials of Tenant so that the designated parking,
docking, and loading and unloading areas of other tenants of the Premises will
be obstructed in any way by such activities.






SECTION 16


MECHANIC’S LIENS


          16.1
Tenant shall indemnify, defend and save harmless Landlord against all loss,
liability, cost attorneys’ fees, damages or interest charges as a result of any
mechanic’s lien or other lien filed against the Premises or the Facility as a
result of any act or omission or as a result of any repairs improvements,
alterations or additions made by Tenant or its agents or employees. Tenant
shall within ten (10) days of the filing of any such lien, remove, payor cancel
the lien or secure the payment of any such lien or liens by bond or other
acceptable security. Tenant shall have the right at all times and at its own
expense, to contest and defend on behalf of tenant or Landlord any action
involving the cancellation, validity or removal of such lien or liens, upon
giving adequate security to the Landlord for payment of such lien. Nothing
herein contained shall be construed as consent to anyone on the part of
Landlord, either express or implied, to subject the fee or any other estate of
the Landlord to any mechanic’s lien or liability.


          Landlord,
at its option, after the ten (10) day period may pay the Hen or bond in its
discretion, without inquiring into the validity thereof and Tenant shall
forthwith reimburse Landlord for the total expense incurred by Landlord as
additional rent hereunder.


SECTION 17


INSURANCE


          17.1
Tenant shall, at its sale expense and for the mutual benefit of the Landlord,
The Property Manager (Buckingham Properties LLC) and the Tenant, allof which shall be named insured on all
applicable policies, carry and maintain comprehensive public liability
insurance, including property damage, insuring the Landlord, Buckingham
Properties LLC and the Tenant against liability for injury to persons or
property occurring in or about the Premises and the Common Areas or arising out
of the ownership, maintenance, use or occupancy of the Premises and the Common
Areas, in at least the amount of $1,000,000.00 combined single limit for bodily
injury or property damage. At the execution of this Lease, the Tenant shall
deliver to the Landlord certificates of insurance indicating that this coverage
is in effect as per attached Certificate of Insurance form. Tenant’s policy
shall contain a clause providing that the insurer will not cancel the insurance
without giving Landlord thirty (30) days prior written notice.


SECTION 18


LIABILITY


          18.1
Landlord, its agents, or Buckingham Properties LLC shall not be liable for any
damage to either the person or the property of the Tenant nor for the loss of
or damage to any property of the Tenant by theft or from any other cause
whatsoever, whether similar or dissimilar to the foregoing. The Landlord, its
agents or Buckingham Properties LLC shall not be liable for any injury or
damage to persons or property or loss of or interruption to the business
resulting from fire, explosion, falling plaster, stem, gas, electricity, water,
rain or snow or leaks from any part of the building or from the pipes,
appliances or plumbing works or from the roof, street or subsurface or from any
other place or by dampness or by any other cause of whatsoever nature unless
caused by or due to the negligence of the Landlord, its agents, servants and
employees; nor shall the Landlord or Buckingham Properties LLC be liable for
any damages resulting from the use by any injured party of the sidewalk
adjoining the Premises, nor shall the Landlord, Buckingham Properties LLC or
its agents be liable for any damage caused by other tenants or persons in the
building or caused by operations in construction of any private, public or
quasi public work; nor shall the Landlord or Buckingham Properties LLC be
liable for any latent defects in the Premises or in the building of which they
form a part.






          18.2
Tenant shall be liable for any damage to the building or property therein which
may be caused by its act or negligence or the acts of its agents, employees or
customers; and the Landlord may, at its option, repair such damage and the
Tenant shall thereupon reimburse and compensate the Landlord as additional rent
within five (5) days after rendition of a statement by the Landlord for the
total cost of such repair and damage. The Tenant hereby agrees to indemnify,
defend and hold harmless the Landlord and Buckingham Properties LLC from
damages sustained by persons or property and against all claims of third
persons for damages arising out of the use by such third party and out of the
Tenant’s use of the Premises and for all damages and monies paid out to the
Landlord in settlement of all claims or judgments as well as for all expenses
and attorneys’ fees incurred in connection therewith.


SECTION 19


DEFAULT


          19.1
Each of the following events shall constitute a default (sometimes and “Event
of Default”):


                    a)
default by Tenant in the due and punctual payment of any rent and
additional rent, or additional or other charges payable under this Lease or any
part thereof when and as the same shall become due and payable; or


                    b)
default by Tenant in the performance of or compliance with any of the
covenants, agreements, terms or provisions contained in this Lease, and such
default shall continue for a period of ten (10) days after written notice
thereof from the Landlord to Tenant; or


                    c)
Tenant or the guarantor of Tenant’s obligations hereunder (if any) shall
file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or
insolvent, or shall file any petition or answer seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under the present or any future federal bankruptcy act or any other
present or future applicable federal, state or other statute of law, or shall
seek consent to or acquiesce in the appointment of any trustee, receiver or
liquidator of Tenant or of all or any substantial part of its properties or of
the Premises; or


                    d)
if within sixty (60) days after the commencement of any proceeding against
Tenant or any guarantor of Tenant’s obligations hereunder seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future federal
bankruptcy act or any other present or future applicable federal, state or
other statute or law, such proceeding shall not have been dismissed, or if,
within sixty (60) days after the appointment, without the consent or
acquiescence of Tenant or any guarantor, of any trustee, receiver or liquidatot
of Tenant of any guarantor or of all or any substantial part of its properties
or of the Premises, such appointment shall not have been vacated or stayed on
appeal or otherwise, or if,within
sixty (60) days after the expiration of any such stay, such appointment shall
not have vacated.






          19.2
In the event any such default as set forth in paragraphs (a) through (d)
of Section 19.1 above shall occur, the Landlord, at any time thereafter during
the continuance of such default, may give written notice to Tenant, specifying
such default or event of default and stating that this Lease and the term
hereby demised shall expire and terminate on the date specified in such notice,
which shall be at least three (3) days after giving such notice, and upon the date
specified in such notice, this Lease and the term hereby demised and all rights
of tenant under this Lease shall terminate.


          19.3
In the event any such default as set forth in paragraphs (c) and (d) of
Section 19.1 above shall occur with respect to Tenant, Tenant agrees that it
will either assume or reject this Lease within sixty (60) days after the filing
of the petition or the commencement of this proceeding described in such
paragraphs. In the event this Lease is not assumed within sixty (60) day
period, then Tenant deems this Lease rejected.


          19.4
If this Lease shall terminate as provided in this Section or if an event of
default referenced in Section 19.1, Landlord may immediately or any time after
termination of this Lease or expiration of the applicable grace period,
re-enter into or upon the Premises, or any part thereof, by summary proceedings
or by any suitable action or proceeding at law or in equity, or by force or
otherwise, without being liable to indictment, prosecution or damages therefor,
and may repossess the same and may remove any persons therefrom, to the end
that Landlord may have, hold and enjoy the Premises. The words, “re-enter”,
“re-entry” and “re-entered” as used in this Lease are not restricted to their
technical legal meanings.


          19.5
Upon the termination of this Lease either at the option of the Landlord as
aforesaid, or at the expiration by lapse of time of the term hereof, the Tenant
will at once surrender possession of the Premises to the Landlord and remove
all effects therefrom and if such possession be not immediately surrendered,
the Landlord may forthwith re-enter the Premises and repossess itself therefor
as in its former estate and remove all persons and effects therefrom, using
such force as may be necessary, without being deemed guilty of any trespass or
forcible entry.


          19.6
If the Tenant shall not remove all of its effects from the Premises as
above provided, Landlord may, at its option, remove any or all of the effects
in any manner that Landlord shall choose and store the same without liability
for loss thereof, and Tenant will pay the Landlord, on demand, any and all
expense incurred in such removal and also storage of the effects for any length
of time during which the same shall be in Landlord’s possession or in storage,
or Landlord may at its option, without notice, sell any or all of the effects
in such manner and for such price as the Landlord may deem best and apply the
proceeds of such sale upon any amounts due under this Lease from the Tenant to
the Landlord, including the expenses of removal and sale.


          19.7
In the event of any termination in the event of default of this Lease or
of any re-entry of the Premises by Landlord, Landlord may relet the Premises or
any part or parts thereof either in the name of Landlord or Tenant for a term
or terms which may at Landlord’s option extend beyond the balance of the term
of this Lease and Tenant shall pay Landlord any deficiency between the rent and
additional rent hereby reserved and covenanted to be paid and the net amount of
the rents collected on such reletting, as well as any expenses incurred by
Landlord in such reletting, including, but not limited to, attorneys’ fees,
brokers’ fees, and expenses of remodeling and putting the Premises in good
order and preparing the same for re-rental.






          19.8
Landlord may collect from Tenant any other loss or damage Landlord may
sustain by reason of any default in any diminished value of the Premises
resulting from the default by Tenanthereunder.


          19.9
In the event of a default or threatened default by Tenant of any of the
covenants or provisions of this Lease, Landlord shall have the right to enjoin
any such default or threatened default.


          19.10
In the event of a default in the payment of rent or additional rent, Landlord
shall have the right to declare the entire rent and additional for the balance
of the term immediately due and payable.


          19.11
Except as expressly provided herein, Tenant expressly waives the service
of any notice of intention to terminate this Lease or re-enter the Premises,
and waives the service of any demand for payment of rent and additional rent or
for possession, and waives the service of any and every other notice or demand
prescribed by any statute or other law, and agrees that the simple breach of
any of the covenants hereof shall, of itself, without the service of any notice
or demand whatever, constitute a forcible detainer by the Tenant of the
Premises. Tenant hereby expressly waives any and all rights of redemption
granted by or under any present or future laws, in the event of eviction of
dispossession of Tenant by Landlord under any provisions of this Lease. No
receipt of monies by the Landlord from the Tenant, after the termination in any
way of this Lease or after the giving of any notice, shall reinstate, continue
or extend the term of this Lease, or affect any notice given to the Tenant
prior to the receipt of such money, it being agreed that after the service of
notice or the commencement of a suit, or after final judgment for possession of
the Premises, the Landlord may receive and collect any rent and additional rent
due, and the payment of the rent and additional rent shall not waive or affect
the notice, the suit or the judgment. Tenant waives the right of trial by jury.


          19.12
Any and all rights and remedies which Landlord may have under this Lease and at
law or in equity shall be cumulative and shall not be deemed inconsistent with
each other, and any two or more or all of such rights and remedies may be
exercised at the same time.


SECTION 20


VACATION OF
PREMISES


          20.1
In the event that the Tenant shall vacate or abandon the Premises during the
term hereof, the whole sum to be paid as rental throughout the entire term of
this Lease including the monthly rent and additional rental herein provided
for, shall immediately become due and payable. The Landlord may also at its
option reenter upon the Premises and relet the same, and it is expressly agreed
that the Tenant shall not be entitled to credit for the rents so received until
the whole sum due from the Tenant to the Landlord, including damages, expenses,
attorneys’ fees, cost of alterations and repairs as herein provided shall have
been fully paid, and nothing in this Section shall be deemed to have waived any
other right or remedy of the Landlord.






SECTION 21


WAIVER


          21.1
No waiver of any condition or legal right or remedy shall be implied by the
failure of the Landlord to declare a forfeiture, or for any other reason, and
no waiver of any condition or covenant shall be valid unless it be in writing
signed by the Landlord, and no waiver by the Landlord in respect to one tenant
shall constitute a waiver in favor of any other tenant, not shall the waiver of
a breach of any condition be claimed or pleaded to excuse a future breach of
the same condition or covenant or any other condition or covenant.


SECTION 22


PREMISES
UNTENANTABLE


          22.1
If the Premises shall be damaged by fire or other causes without default or
neglect by Tenant, its employees, agents, visitors, or licensees, but are not
wholly untenantable, the damage shall be promptly repaired by Landlord at its
own expense. In such event the Lease shall not terminate, but shall remain in
full force and effect, and the rent and additional rent shall not abate but
shall be prorated for the portion of un-inhabitability while the Premises are
being repaired. Due allowance shall be made for delays caused by force majeure.
If the damage is caused by the default or neglect of Tenant, its employees,
agents, visitors, or licensees, Landlord shall nevertheless repair such damage
and Tenant shall reimburse Landlord therefor promptly upon demand.


          22.2
If the Premises is rendered wholly untenantable or a substantial portion of the
building in which the Premises is located shall be damaged or destroyed by fire
or other causes, either party may cancel this Lease upon written notice to the
other, in which case all rent and additional rent shall be adjusted to the date
of such change. In the event that the Lease is not terminated by either party
as above provided, then this Lease shall not terminate but shall remain in full
force and effect, and the rent and additional rent shall abate while the
Premises are being repaired.


SECTION 23


EMINENT DOMAIN


          23.1
If the whole or part of the Premises shall be taken or condemned by a competent
authority for any public or quasi public use or purpose, then, in that event,
the term of this Lease, at the option of the Landlord, shall cease and
terminate. Any award for the land and buildings, of which the Premises are a
part, and for damages to the residue, shall belong to Landlord, and Tenant
shall not be entitled to any part thereof. Any award for Tenant’s trade
fixtures installed by the Tenant in the Premises, as well as moving expenses,
shall belong to the Tenant. The current rental, additional rent and other
charges payable hereunder shall be apportioned as of the date of delivery of
possession of the Premises to the condemning authority in the event of any
termination of this Lease hereunder.






SECITON 24


FORCE MAJEURE


          24.1
In the event that either Landlord or Tenant shall be delayed or hindered in or
prevented from the performance of any act required hereunder by reason of Act
of God strikes lockouts, labor troubles, inability to procure materials
(including energy), power casualty inclement weather, restrictive governmental
laws, orders or regulation,, riots, insurrection, war or other reason of a like
nature not the fault of the party delayed in performing work or doing acts
required under the terms of this Lease, then performance of any such act shall
be extended for a period equivalent to the period of such delay. The provisions
of this Section shall not operate to excuse Tenant from prompt payment of rent
and additional rent, or any other payments required by the terms of this Lease
subject to the terms of Section 22 above.


SECTION 25


SUBORDINATION


          25.1
The Tenant herein agrees that this Lease and any optional renewal thereof is
automatically subordinate to any and all mortgages or consolidated mortgage,
deeds of trust or renewals, modifications, and extensions thereof, or to any
other forms or methods of financing or refinancing of the Premises of which the
within Premises is a part or of any part of the total Premises, whether such
mortgage,, deeds of trust, or other forms or methods of financing or
refinancing are now or are hereafter executed, delivered, and recorded, and the
Tenant does herein covenant that it will, upon demand at any time, execute,
acknowledge and deliver any and all instruments that may be necessary or proper
to further evidence this subordination.


SECTION 26


ASSIGNMENT, ETC.


          26.1
The Tenant shall not assign nor encumber this Lease. The Tenant shall not
sublet or permit the Premises or any part thereof to be used by others, without
the written consent of the Landlord.


SECTION 27


ACCESS TO PREMISES


          27.1
The Landlord shall have the right to install and maintain in the Premises all
water drain, gas, heating pipes and fixtures and electrical wiring and all
other appliances necessary for the operation of the balance of the building of
which these Premises are a part and shall have access to the Premises at all
reasonable times and in case of emergency at any time for the purpose of
examining the same or making such repairs or changes thereto or to the pipes,
wires, fixtures and appliances referred to above as Landlord may deem
necessary. The Tenant agrees that it will not install any equipment which will
exceed the capacity of the utility lines leading into the Premises or the
building and that if any equipment so installed shall require additional
utility facilities to be brought into the Premises that they shall be installed
at Tenant’s expense. Landlord shall have access during the last six months of
the term of this Lease for the purpose of exhibiting the Premises and putting
up the usual notice “To Rent” which notice shall not be removed, obliterated or
hidden by Tenant. The rights of access granted to Landlord hereunder shall,
except in the event of an emergency, be exercised so as not to unreasonably
interfere with the conduct of Tenant’s business.






SECTION 28


PUBLIC
INTERFERENCE


          28.1
If the Landlord shall be required by any lawful authority to alter,
remove, reconstruct or improve any part of the building, compliance with such
lawful authority shall not in any way affect the obligation or covenants of the
Tenant, and the Tenant hereby expressly waives any and all claims for damages
or for abatement of rent. Notwithstanding the foregoing, if such required
activities shall render the Premises wholly untenantable, Tenant shall have the
right to terminate this Lease upon written notice to Landlord.


SECTION 29


LAWS, ORDERS


          29.1
The Landlord and the Tenant shall comply with all laws, orders and regulations
of federal, state, county and municipal authorities, and with any direction or
recommendation of any public officer and officers, pursuant to law, or any
insurance company carrying any insurance on the Premises, and any insurance
inspection or rating bureau, which shall impose any duty upon Landlord or
Tenant with respect to the Premises, or the use or occupation thereof.


SECTION 30


MISCELLANEOUS
PROVISIONS


          30.1
Interpretation. The words “Tenant” and “Landlord” shall include their
respective successors assigns, and the necessary grammatical changes required
to make the provisions hereof apply to corporations, individuals, men or women,
partnerships, limited liability companies or other associations may be made.
This clause shall not be construed to permit any assignment or subletting,
except as otherwise permitted in this Lease, without Landlord’s consent.


          30.2
Entire Agreement. It is understood and agreed by the parties hereto that
this Lease shall constitute the only agreement between them relative to the
Premises and that no oral statements or no prior written matter extrinsic to
this instrument shall have any force or effect. The Tenant agrees that it has
signed this Lease fully aware of the condition of the Premises and all other
matters relative thereto and is not relying on any representations or
agreements other than those contained in this Lease. This agreement shall not
be modified except by writing, subscribed by both parties. In the event of any
conflict between the terms of this Lease and any lease summary agreement or
other written or oral agreements, the terms of this Lease shall control. The taking
possession of the Premises by the Tenant shall be conclusive evidence as
against the Tenant that the Premises and the buildings of which the same form a
part were in good and satisfactory condition and fully completed in accordance
with the terms of this Lease at the time such possession was so taken.






          30.3
Quiet Enjoyment. The Landlord covenants and agrees with the Tenant that
upon the Tenant paying the rent and additional rent, and performing all the
covenants and conditions aforesaid on the Tenant’s part to be observed and
performed, the Tenant shall and may peaceably and quietly have, hold and enjoy
the Premises hereby demised for the term aforesaid, subject, however, to the
terms of this Lease.


          30.4
Bills and Notices. Unless otherwise in this Lease provided, any bill,statement, notice or communication, which
Landlord may desire or be required to give to Tenant, including any notice of
expiration, shall be deemed sufficiently given or rendered if in writing,
delivered to Tenant by Certified or Registered Mail addressed to Tenant at the
address first stated above or sent by Certified or Registered Mail to any other
address the Tenant may from time to time designate in writing, Any notice by
Tenant to Landlord must be served by Certified or Registered Mail addressed to
Landlord at the address where the last previous rental hereunder was paid or at
any other address the Landlord may from time to time designate in writing. The
time of the rendition of such bill or
statement or of the giving of such notice or communication shall be deemed to
be the time when the same is received by Landlord or Tenant, as the case may
be.


          30.5
Marginal Heading. The marginal headings are inserted only as a matter of
convenience and for reference and in no way define, limit, or describe the
scope of intent of this Lease nor in any affect this Lease.


          30.6
Authority. Landlord and Tenant hereby warrant and represent that they
have the necessary power and authority to enter into this Lease and that they
have taken all necessary action in order to enter into this Lease,


          30.7
Governing Law. This Lease shall be construed and in force in accordance
with the laws of the State of New York.


          30.8
Attorneys’ Fees. If any Base Rent or additional rent is collected
by or through an attorney or if Landlord requires the services of an attorney
to cause Tenant to cure any default, to evict Tenant or to pursue any other
remedies to which Landlord is entitled hereunder, Tenant shall pay the
reasonable fees of such attorney together with all reasonable costs and
expenses incurred by Landlord in connection with such matters, whether or not
any legal proceedings have been commenced.


          30.9
Financial Statements. This Lease is contingent upon Tenant having
previously provided Landlord with Tenant’s financial statements (“Financial
Statements”) certified by an independent Certified Public Accountant (CPA) or
if not customarily prepared by a CPA, then internally provided reports to be
certified by Tenant to be a true, complete and accurate presentation as of the
date hereof of all of the assets, liabilities and net worth of Tenant, and it
shall be in the sole discretion of Landlord as to proceed with this Lease or
terminate within ten (10) days of receipt of same. In addition Tenant shall
provide Landlord annual Financial Statements within sixty (60) days after the
end of each fiscal year of Tenant and Tenant agrees to reasonably cooperate
with Landlord in its evaluation of the Financial Statements and in answering
questions from Landlord’s current or future lenders, or in the event of
potential sale of the Property of which the Premises forms a part, the
prospective purchasers.






SECTION 31


RULES AND
REGULATIONS


          31
1 Landlord reserves the right to provide Rules and Regulations relative to the
conduct of building, including common areas in order to promote a uniform
appearance and harmonious relationships. Any rules and regulations will not
result in additional expense to Tenant, if such rules and regulations are
enacted after the Lease date.


ECTION 32


LANDLORD WORK


          32.1
Landlord shall do the following work at its cost and expense:


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Demise space.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Replace missing or damaged ceiling tiles.

 
	
  

 	
  

 	
  

 
	
  

 	
 3

 	
 Paint existing office with color to be selected by
 tenant from Landlord Standard Finishes.

 
	
  

 	
  

 	
  

 
	
  

 	
 4

 	
 Replace existing carpets, and install
 laminate/bamboo flooring in entry and hallway between offices.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Divide large open workspace with half wall.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Install crown molding in large office, corner office
 and garage side office.

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Remove sound proof room from garage side office.

 


Except as above, Tenant
accepts Premises in “as is” condition. Tenant is responsible for repair
maintenance to all operations aspects of the space including but not limited to
plumbing, all mechanical devises, electrical equipment, doors, walls, floors,
and lights.


          32.2
Tenant agrees to notify the Landlord within ten (10) business days of occupancy
of any mechanical faults in the Premises, and if no notification occurs, then
Tenant accepts responsibility for space condition and those mechanical aspects
as defined in this Lease.


SECTION 33


SECURITY DEPOSIT


          33.1
Tenant hereby deposits $1,766.67 as and for a Security Deposit, which shall be
returned after the Lease has expired and Tenant has vacated the premises and
provided Tenant has fulfilled all of the terms of said Lease. No interest shall
accrue on the Security Deposit.






SECTION 34


REAL ESTATE BROKER


          34.1
Landlord and Tenant each warrant and represent that no broker was in any
way involved in the negotiation or conclusion of this Lease.


SECTION 35


RIGHT OF FIRST
OPTION


          35.1
In the event that any space in the building adjacent to the Premises
becomes available during the Term of this Lease, Tenant shall have the right to
negotiate with Landlord to lease the Additional Space upon and subject to the
following terms and conditions:


                    1.
Tenant may at any time provide Landlord with written notice of its
interest to lease any adjacent Additional Space that becomes available
(“Expansion Notice”). The Expansion Notice shall specify the space Tenant
desires to lease. Upon receipt of the Expansion Notice by Landlord, Landlord
and Tenant shall have five (5) business days to negotiate satisfactory terms
for the Additional Space and to execute an amendment to this Lease
incorporating such terms.


                    2.
If Landlord and Tenant do not agree upon the terms to lease the Additional
Space within the five (5) day period for any reason, the Tenant’s rights to
lease the Additional Space pursuant to this Section will lapse and be of no
further force and effect.


                    3.
This Section does not provide Tenant with an exclusive or priority right
to lease the Additional Space, and, Landlord reserves the right at any time to
lease the Adjacent Space to any other prospect. Tenant’s rights under this
Section are expressly subordinate to any agreement Landlord may enter into with
any prospect, whether before or after any Expansion Notice is delivered by
Tenant.


                    4.
If Tenant defaults under this Lease at any time, then Tenant’s rights
under this Section shall automatically lapse and be of no further force or
effect.


          This
Lease shall be null and void if not fully executed on or before 5 p.m. June 28,
2013.






SIGNATURE PAGE TO
FOLLOW


          IN
W1TNESS WHEREOF, the parties have signed and acknowledged this Lease on the day
and year first above written.


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 LANDLORD: North Water Street Realty I LLC

 

 

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Laurence
 C. Glazer

 
	
  

 	
 Title: 

 	
 Member

 


 


	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Charles
 R. Provini

 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
 President and Chief Executive Officer

 










EXHIBIT A


PREMISES