EX 10-19 SubLease Agreement


    SUBLEASE

    


    THIS
      SUBLEASE (“Sublease”) is made and entered into as of the 30th day of June, 2005
      by and between PDI, INC., a Delaware corporation, with offices at One Route
      17
      South, Saddle River, New Jersey 07458 (“Sublandlord”); and AMERICAN TACK &
HARDWARE CO., INC., a New York corporation, with offices at 25 Robert Pitt
      Drive, Monsey, New York 10952 (“Subtenant”).

    


    1.  DESCRIPTION.
      Sublandlord hereby leases to Subtenant and Subtenant hereby leases from
      Sublandlord, the following space: Approximately 16,020 rentable square feet
      (hereinafter the “Subleased Premises”) on the first floor in the building
      located at One Route 17 South, Saddle River, New Jersey (hereinafter the
“Building”), together with the right to use in common with other tenants in the
      Building, their invitees, customers and employees, the stairways, and all other
      general common facilities contained in the Building. Said Subleased Premises,
      as
      more particularly set forth on Exhibit A attached hereto and made a part hereof,
      are a portion of the premises leased by Sublandlord from VRS Saddle River LLC
      (hereinafter the “Prime Landlord”) under Lease dated November 20, 2003 (the
“Prime Lease”) attached hereto and made a part hereof as Exhibit
“B”.

    


    2.  TERM.
      The
      Subleased Premises are leased for a term to commence upon the later of (i)
      five
      (5) business days after the date on which the Prime Landlord consents to this
      Sublease in accordance with Section 29 below and (ii) five (5) business days
      after the date on which a new Certificate of Occupancy for Subtenant’s use of
      the Subleased Premises is issued (if such Certificate of Occupancy is required)
      by the Borough of Saddle River, New Jersey (“Commencement Date”) and to end at
      11:59 p.m. on the last day of the calendar month in which occurs the day
      preceding the sixty-first (61st)
      monthly
      anniversary of the Commencement Date (“Expiration Date”); provided, however, in
      no event shall the Commencement Date be earlier than July 15, 2005. If
      Sublandlord, for any reason whatsoever, cannot deliver possession of the
      Subleased Premises to Subtenant at the Commencement Date, this Sublease shall
      not be void or voidable, nor shall Sublandlord be liable to Subtenant for any
      loss or damage resulting therefrom, but in that event, the Commencement Date
      shall be the date that the Sublandlord delivers possession of the Subleased
      Premises to the Subtenant, or the date Sublandlord would have delivered
      possession of the Subleased Premises to the Subtenant but for any acts or
      omissions attributable to Subtenant; provided, however, if possession of the
      Subleased Premises is not delivered on or before August 1, 2005, Subtenant
      shall
      have the option to terminate this Sublease by sending written notice to
      Sublandlord whereupon this Sublease shall be null and void and of no force
      and
      effect, and Sublandlord shall return to Subtenant the first month’s Rent and
      security deposit and thereupon neither party shall have any further obligation
      to the other. 

    


    Upon
      request of either party, the parties shall execute an agreement stating the
      Commencement Date and Expiration Date of the term of this Sublease.

    


    3.  RENT.
      From
      and after the Commencement Date, and continuing throughout the remainder of
      the
      Term of this Sublease, Subtenant shall pay to Sublandlord Annual Base Rent
      (sometimes hereinafter referred to as “Rent”) for the Subleased Premises in the
      amount of Four Hundred Thousand Five Hundred and 00/100 ($400,500.00) Dollars
      in
      equal consecutive monthly installments of Thirty Three Thousand Three Hundred
      Seventy Five and 00/100 ($33,375.00) Dollars. The aforesaid amounts of monthly
      installments of Annual Base Rent shall be payable in advance on or before the
      first day of each calendar month through the remainder of the Term, without
      set-off, deduction, counterclaim or any previous demand therefor provided,
      however, a proportionately lesser sum may be paid for the month in which occurs
      the Commencement Date or the Expiration Date in the event the Commencement
      Date
      occurs on other than the first date of the month. The Annual Base Rent, and
      any
      Additional Rent as hereinafter provided, shall be payable at the office of
      the
      Sublandlord at the address set forth above, or as may otherwise be directed
      by
      notice from Sublandlord to Subtenant. Sublandlord acknowledges receipt from
      Subtenant of the sum of Thirty Three Thousand Three Hundred Seventy Five and
      00/100 ($33,375.00) Dollars by check, subject to collection, for Annual Base
      Rent for the first month of the Term.

    


    Provided
      Subtenant is not in monetary default in any of the terms, covenants or
      provisions of this Lease beyond any applicable notice or cure period, and
      notwithstanding anything contained herein to the contrary, Subtenant shall
      be
      entitled to a monthly abatement in the amount of Thirty Three Thousand Three
      Hundred Seventy Five and 00/100 ($33,375.00) Dollars, said concession to be
      applied against the monthly payment of Annual Base Rent due pursuant to this
      Lease for the second (2nd)
      full
      calendar month of the term of this Sublease (the "Concession Period"). The
      entire fixed rent otherwise due and payable irrespective of the concession
      shall
      become immediately due and payable to the Landlord upon the occurrence of a
      default by Subtenant in any of Subtenant’s obligations under this Sublease,
      which default continues beyond any applicable notice or cure period, and
      Subtenant's entitlement to any prospective concession existing at such time,
      if
      any, shall be automatically withdrawn and terminated.

    


    4.  ADDITIONAL
      RENT.
      It is
      expressly agreed that Subtenant shall pay during the Term, as Additional Rent,
      in addition to the Annual Base Rent as provided for in Section 3, “Subtenant’s
      Proportionate Share,” as hereinafter defined, of those increases in Operating
      Expenses and real property taxes applicable to the Project over those Operating
      Expenses and real property taxes for the Project during the calendar year 2005
      (the “Base Year”) in the manner, at the times and as determined payable under
      the terms of the Prime Lease.

    


    5.  SUBTENANT’S
      PROPORTIONATE SHARE.
      Subtenant’s Proportionate Share shall be 19.04%.

    


    6.  ELECTRICITY\UTILITIES\SERVICES.
      (a)
      Subtenant shall pay during the Term, as Additional Rent, in addition to the
      Annual Base Rent as provided for in Section 4 hereinabove, Subtenant’s
      Proportionate Share of the cost of utilities (excluding electricity supplied
      to
      and services supplied to the Subleased Premises and charged to Sublandlord
      under
      the terms of the Prime Lease). Subtenant shall have the right to access and
      use
      HVAC and electricity at times other than during Building days and hours, subject
      to the terms of Section 11.7 and 11.8 of the Prime Lease.

    


    (b) Subtenant
      shall pay Sublandlord, in addition to Annual Base Rent, an Electrical Energy
      Charge as a condition for Sublandlord to cause electric current to be supplied
      to the Subleased Premises based upon Subtenant’s actual electric consumption
      which shall be measured by a separate checkmeter, installed by Sublandlord
      at
      Sublandlord’s sole expense, for the Subleased Premises in the manner, at the
      times and as determined pursuant to the terms of Section 11.6 of the Prime
      Lease.

    


    7.  CONDITION
      OF SUBLEASED PREMISES.
      Subtenant hereby acknowledges to Sublandlord that as of the Commencement Date,
      Subtenant is leasing the Subleased Premises in its “AS IS”, “WHERE IS”
condition; provided, however, the Subleased Premises shall be delivered to
      Subtenant in broom clean condition, free of all debris and free of all personal
      property not being leased to Subtenant hereunder. 

    


    8.  INCORPORATION
      OF PRIME LEASE.
      (a) All
      of the terms of the Prime Lease are hereby incorporated into this Sublease
      and
      shall, as between Sublandlord and Subtenant (as if they were the Landlord and
      Tenant, respectively, under the Prime Lease) constitute the terms of this
      Sublease, except to the extent they are inapplicable to, inconsistent with,
      or
      modified by the terms of this Sublease and provided that those economic and
      performance requirements of the Prime Landlord under the Prime Lease which
      are
      to be performed or paid by the Prime Landlord shall remain the responsibility
      of
      Prime Landlord under the Prime Lease, and shall not be the responsibility of
      Sublandlord. Subtenant shall be bound by the Prime Lease in accordance with
      the
      terms and conditions contained in this Sublease, and Sublandlord shall be
      entitled to assert, pursue and obtain all rights and remedies of the Prime
      Landlord under the Prime Lease, including but not limited to all rights and
      remedies associated with a default under the Prime Lease or this Sublease by
      the
      Subtenant or Subtenant’s failure to pay any amount of Rent or Additional Rent in
      accordance herewith.

    


    (b) Sublandlord
      warrants and represents to Subtenant the following, each of which warranties
      and
      representations shall be deemed remade and repeated as of the Commencement
      Date:
      (i) the Prime Lease is in full force and effect; (ii) Sublandlord has not
      received a notice of default or notice of termination with respect to the Prime
      Lease; (iii) Sublandlord is neither in default of, nor has Sublandlord breached
      any of, its covenants, agreements or obligations under the Prime Lease; (iv)
      to
      the best of Sublandlord’s knowledge, Prime Landlord is neither in default of nor
      has Prime Landlord breached any of its covenants, agreements or obligations
      under the Prime Lease; (v) Sublandlord’s interest in the Prime Lease has not
      been conveyed, transferred, assigned, pledged or otherwise encumbered; and
      (vi)
      all amounts due and payable by Sublandlord under the Prime Lease, including
      any
      Annual Base Rent and Additional Rent, have been paid through May 31,
      2005.

    


    (c) If
      Prime
      Landlord shall default in any of its obligations under the Prime Lease, or
      shall
      fail to furnish facilities, services, or utilities or make repairs to the
      Subleased Premises, then, upon Sublandlord’s receipt of written notice from
      Subtenant specifying such default, Sublandlord shall use diligent efforts to
      cause Prime Landlord to cure such default.

    


    9.  QUIET
      ENJOYMENT.
      If
      Subtenant performs all of the terms of this Sublease, Sublandlord warrants
      that
      Sublandlord shall do nothing to affect Subtenant’s right to peaceably and
      quietly have, hold and enjoy the Subleased Premises for the term herein
      mentioned, subject to the provisions of this Sublease.

    


    10.  USE
      AND OCCUPANCY.
      Subtenant shall use and occupy the Subleased Premises for general administrative
      office use, and no other use shall be permitted.

    


    11.  SUBLANDLORD
      TO COMPLY WITH PRIME LEASE.
      Sublandlord agrees to pay the Rent or Additional Rent reserved in the Prime
      Lease and to perform and observe the covenants and stipulations contained
      therein so far as they ought to be performed and observed by the Sublandlord,
      as
      Tenant, under the Prime Lease. Sublandlord shall not do anything which would
      cause the Prime Lease to be terminated or forfeited. Sublandlord shall indemnify
      and hold Subtenant harmless from and against any and all claims, liabilities,
      losses, damage, demands, expenses (including, without limitation, reasonably
      attorneys’ fees), actions and causes of action of any kind whatsoever by reason
      of any breach or default on the part of Sublandlord or its employees or agents,
      in its capacity as Tenant under the Prime Lease, except the extent caused by
      the
      act or negligence of Subtenant, its respective employees, agents, contractors
      or
      invitees, by reason of which the Prime Lease is terminated or forfeited.
      Sublandlord covenants that it will not enter into any agreement that will modify
      or amend the Prime Lease so as to materially adversely affect Subtenant’s right
      to use and occupy the Subleased Premises, or any other rights of Subtenant
      under
      this Sublease, or increase or materially affect the obligations of Subtenant
      under this Sublease. Further, Sublandlord will promptly provide Subtenant with
      copies of all notices of default that Sublandlord delivers to, or receives
      from,
      the Prime Landlord under the Prime Lease.

    


    12.  SUBTENANT
      TO COMPLY WITH PRIME LEASE TERMS. 
      Subtenant agrees to perform and observe the covenants, conditions and terms
      of
      the Prime Lease on the part of the Tenant therein to be performed, as if the
      Subtenant were the Tenant under the Prime Lease, except to the extent they
      are
      inapplicable to, inconsistent with or modified by the terms of this Sublease.
      Except as expressly incorporated herein, the following Articles and Sections
      of
      the Prime Lease shall not be applicable to this Sublease: Sections 1.1; 1.2;
      1.3; 1.6; 1.7, 1.8; 1.9; 1.10; 1.11; 1.12; 1.13; 1.15; certain attachments
      to
      Lease set forth in 1.16 as more particularly specified herein; 1.17; 1.18;
      1.19;
      2.1; 2.2; 3.1; 3.2; 3.3; 3.4; 3.5; 4.1; 5.2(a); 6; the term “Commencement Date”
shall be substituted for “Possession Date” in Section 7.3; the last sentence of
      Section 8.3(e); the second paragraph of Section 11.11; 12.1; 12.2; 12.3; 12.5;
      12.6; 12.7; 17; 24; 25.4; 26; 30; 40; the second sentence of Section 53;
      Addendum Sections 1, 3, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16; Exhibit A -
      Second Floor and Third Floor; A-1; A-2; A-3; B; G; H; I; J; K; Schedules 1-A;
      1-B; 1-C; 1-D. Wherever in said Prime Lease Prime Landlord’s consent is
      required, Subtenant shall be required to obtain Prime Landlord’s and
      Sublandlord’s consent. If Prime Landlord consents, Sublandlord shall not
      unreasonably withhold its consent.

    


    13.  INDEMNITY.
      Subtenant shall indemnify, defend and save harmless Sublandlord and Prime
      Landlord and their agents against and from (a) any and all claims (i) arising
      from (x) the conduct or management by Subtenant, its subtenants, licensees,
      its
      or their employees, agents, contractors or invitees on the Subleased Premises
      or
      of any business therein, (y) any work or thing whatsoever done, or any condition
      created in or about the Subleased Premises during the term of this Sublease
      or
      during the period of time, if any, prior to the Commencement Date that Subtenant
      may have been given access to the Subleased Premises, except to the extent
      caused by the act or negligence of Sublandlord or Prime Landlord or their
      respective employees, agents, contractors or invitees, or (z) any claim, damages
      and expenses arising out of the nonperformance or nonobservance of Subtenant’s
      obligations with respect to the Prime Lease as assumed hereby, or (ii) arising
      from any negligent or otherwise wrongful act or omission of Subtenant or any
      of
      its subtenants or licensees or its or their employees, agents, contractors
      or
      invitees, and (b) all costs, expenses and liabilities incurred in or in
      connection with each such claim or action or proceeding brought thereon. In
      case
      any action or proceeding be brought against Sublandlord or Prime Landlord by
      reason of any such claim, Subtenant upon notice from Sublandlord or Prime
      Landlord, shall resist and defend such action or proceeding. The provisions
      of
      this Section shall survive the expiration or sooner termination of this
      Sublease.

    


    Sublandlord
      agrees to indemnify and save harmless Subtenant from and against all claims
      of
      whatever nature arising from any act, omission, or negligence of Sublandlord
      or
      Sublandlord’s contractors, licensees, invitees, agents, servants or employees,
      or arising from any accident, injury or damage whatsoever caused to any person,
      or to the property of any person, occurring after the date that possession
      of
      the Subleased Premises is first delivered to Subtenant and until the end of
      the
      term of this Sublease, where such accident, injury or damage results, or is
      claimed to have resulted, from any act or omission on the part of Sublandlord
      or
      Sublandlord’s agents or employees, licensees, invitees or contractors, except to
      the extent caused by the act or negligence of Subtenant or its employees,
      agents, contractors or invitees.

    


    14.  HOLDOVER.
      Any
      holdover at the expiration of this Sublease is not with Sublandlord’s consent
      and may be terminated as provided by the laws of the State of New Jersey and
      Subtenant shall indemnify Sublandlord for any liability resulting therefrom;
      provided, however, the Rent paid by Subtenant during any such holdover period
      shall be as follows: (i) for the first month of the holdover, one hundred
      twenty-five (125%) percent of the Rent payable by Subtenant during the last
      month of the term; (ii) for the second month of the holdover, one hundred fifty
      (150%) percent of the Rent payable by Subtenant during the last month of the
      term; and (iii) for the third and any subsequent month of the holdover, two
      hundred (200%) percent of the Rent payable by Subtenant during the last month
      of
      the term.

    


    15.  ALTERATIONS,
      ADDITIONS AND IMPROVEMENTS.
      Subtenant shall not make alterations, additions or improvements on the Subleased
      Premises without first obtaining the written consent of Prime Landlord and
      Sublandlord. If Prime Landlord consents, Sublandlord shall not unreasonably
      withhold its consent. All alterations, additions and improvements shall be
      made
      in accordance with the terms and conditions of the Prime Lease. Notwithstanding
      anything herein to the contrary, but subject to the provisions of Section 8.3
      and Addendum Paragraph 4 of the Prime Lease, Subtenant shall be allowed to
      replace carpets, repaint walls and install and reconfigure cubicles subject
      to
      the prior consent of Sublandlord and Prime Landlord. Sublandlord reserves the
      right to notify Subtenant of any restoration Subtenant shall be responsible
      for
      upon the expiration or sooner termination of this Sublease. Subject to the
      prior
      written approval by Sublandlord and Prime Landlord of the Subtenant’s plans,
      attached hereto and made a part hereof as Exhibit E, which shall be deemed
      approved upon execution of this Sublease by Sublandlord and execution of Exhibit
      D, [Prime] Landlord’s Consent to Sublease by Prime Landlord, Subtenant shall be
      allowed to remove a wall to expand the computer room in the Subleased Premises
      and to install shelving and peg boards.

    


    16.  LIENS.
      Subtenant shall keep the Subleased Premises free and clear of liens arising
      out
      of any work performed, materials furnished, or obligations incurred by
      Subtenant.

    


    17.  SIGNS.
      Subtenant shall comply with Section 46 of the Prime Lease. Sublandlord shall
      use
      reasonable efforts to obtain consent from the Prime Landlord under the Prime
      Lease to permit Subtenant to install lobby and window signage, at Subtenant’s
      sole cost and expense, acceptable to Prime Landlord. Subtenant, shall, if said
      sign is permitted, obtain all the necessary governmental approvals therefor
      and
      be responsible for the care, cost, repair and maintenance thereof, and Subtenant
      agrees to remove same at the expiration or sooner termination of this Sublease.
      Notwithstanding the foregoing, Subtenant may install, subject to the prior
      written consent of Sublandlord and Prime Landlord, signage on the entrance
      doorway of the Subleased Premises of a size and in a location comparable to
      the
      signage currently existing on such doorway substantially as set forth on Exhibit
      F attached hereto and made a part hereof, provided, however, Subtenant will
      return Sublandlord’s sign to Sublandlord in the event Subtenant removes same.
      Such consent shall be deemed given upon execution of this Sublease by
      Sublandlord and execution of Exhibit D, Landlord’s Consent to Sublease by
      Landlord,

    


    18.  ACCESS
      FOR INSPECTION AND REPAIRS.
      Subtenant shall allow Prime Landlord and Sublandlord and their agents free
      access at all reasonable times, upon reasonable prior notice (except no notice
      shall be required in the event of an emergency) to the Subleased Premises for
      the purpose of inspecting or making repairs, additions, or alterations to the
      Subleased Premises or any property owned by or under the control of Prime
      Landlord or Sublandlord; provided, however, Sublandlord and Prime Landlord
      shall
      use reasonable efforts not to unduly disturb Subtenant’s use and occupancy of
      the Subleased Premises during any such access. 

    


    19.  REPAIRS
      AND MAINTENANCE.
      Subject
      to the Prime Landlord’s obligations under the Prime Lease, Subtenant shall
      maintain the Subleased Premises in good repair and tenantable condition during
      the term of this Sublease.

    


    20.  INSURANCE.
      Subtenant agrees to carry insurance in accordance with Section 9 of the Prime
      Lease insuring Subtenant, Sublandlord and Prime Landlord against all claims
      for
      personal injury or property damage caused by conditions or activities on the
      Subleased Premises and common areas in accordance with the Prime Lease.
      Subtenant shall have Sublandlord and Prime Landlord named as additional insured
      on its insurance policies, as their interests may appear, and deliver an
      insurance certificate evidencing same to Sublandlord on or before the
      Commencement Date of this Sublease.

    


    21.  DAMAGE
      BY FIRE, EXPLOSION, THE ELEMENTS OR OTHERWISE.
      Subtenant shall be bound by the provisions of Section 10 of the Prime Lease.
      In
      the event the Subleased Premises are damaged and the Prime Lease is not
      terminated, or the damage is so slight so that the Subleased Premises are not
      rendered untenantable and unfit for occupancy, any equitable abatement provided
      for in said Section 10 shall inure to Subtenant only to the extent the Subleased
      Premises are affected thereby. Subtenant shall immediately notify Sublandlord
      in
      case of fire or other damage to the Subleased Premises.

    


    22.  EMINENT
      DOMAIN: CONDEMNATION.
      Subject
      to Prime Landlord’s and Sublandlord’s rights under Section 15 of the Prime Lease
      to effect a termination of the Prime Lease, and consequently of this Sublease,
      if the Subleased Premises are so taken, Subtenant shall have no claim or
      interest in or to any award or damages for such taking. 

    


    23.  WAIVER
      OF ONE BREACH NOT WAIVER OF OTHERS.
      Waiver
      of one breach of a term, condition or covenant of this Sublease by either party
      hereto shall be limited to the particular instance and shall not be deemed
      to
      waive future breaches of the same or other terms, conditions or
      covenants.

    


    24.  INSOLVENCY
      OF SUBTENANT.
      Either
      (a) the appointment of a receiver to take possession of all or substantially
      all
      of the assets of Subtenant, or (b) a general assignment by Subtenant for the
      benefit of creditors, or (c) any action taken or suffered by Subtenant under
      any
      insolvency or bankruptcy act shall constitute a default of this Sublease by
      Subtenant, and Sublandlord may terminate this Sublease forthwith and upon notice
      of such termination, Subtenant’s right to possession of the Subleased Premises
      shall cease, and Subtenant shall then quit and surrender the Subleased Premises
      to Sublandlord, but Subtenant shall remain liable as hereinafter provided in
      Section 27 hereof. 

    


    25.  SUBLANDLORD’S
      REMEDIES ON DEFAULT.
      If
      Subtenant defaults in the payment of Rent, or any Additional Rent, or defaults
      in the performance of any of the other covenants or conditions hereof, or any
      covenant or condition of the Prime Lease by it to be complied with, Sublandlord
      may give Subtenant notice of such default, and if Subtenant does not cure such
      default in the payment of Rent or Additional Rent within three (3) days after
      the receipt of such notice, or such other default within fifteen (15) days
      after
      the receipt of such notice (or if such other default is of such nature that
      it
      cannot be completely cured within such period, if Subtenant does not commence
      such curing within fifteen (15) days and thereafter proceed with reasonable
      diligence and in good faith to cure such default), then Sublandlord may
      terminate this Sublease, and Subtenant’s right to possession of the Subleased
      Premises shall cease and Subtenant shall then quit and surrender the Subleased
      Premises to Sublandlord, but Subtenant shall remain liable as hereinafter
      provided in Section 26 hereof.

    


    26.  DEFICIENCY.
      In any
      case where Sublandlord has recovered possession of the Subleased Premises by
      reason of Subtenant’s default, Sublandlord may, at Sublandlord’s option, occupy
      the Subleased Premises or cause the Subleased Premises to be redecorated or
      altered, in accordance with terms and conditions of the Prime Lease, or be
      prepared for reletting, and may relet the Subleased Premises or any part thereof
      as agent of Subtenant or otherwise, for a term or terms to expire prior to
      or at
      the same time as the original expiration date of this Sublease, at Sublandlord’s
      option and with Prime Landlord’s consent, and receive the rent therefor. Rent so
      received, or in the event that Sublandlord occupies said Premises, the
      reasonable value of the rental of said Subleased Premises (not to exceed the
      Rent or Additional Rent reserved herein), shall be applied first to the payment
      of such expenses as Sublandlord may have incurred in connection with the
      recovery of possession, redecorating, or altering, or otherwise changing or
      preparing for reletting, and the reletting, including brokerage and reasonable
      attorney’s fees, and then to the payment of damages in amounts equal to the Rent
      or Additional Rent hereunder and to the cost and expenses of performance of
      the
      other covenants of Subtenant as herein provided.

    


    Subtenant
      agrees, in any such case, whether or not Sublandlord has relet, to pay to
      Sublandlord damages equal to the Rent and Additional Rent and other sums herein
      agreed to be paid by Subtenant, less the net proceeds of the reletting, if
      any,
      as ascertained from time to time, and the same shall be payable by Subtenant
      on
      the several days above specified for the payment of Rent or Additional Rent.
      In
      reletting the Subleased Premises as aforesaid, Sublandlord shall have the right
      to grant reasonable rent concessions and such other concessions as it may
      reasonably deem necessary. Sublandlord shall have no affirmative duty to affect
      any reletting. No such reletting shall constitute a surrender and acceptance
      or
      be deemed evidence thereof.

    


    Alternatively,
      in any case where Sublandlord has recovered possession of the Subleased Premises
      by reason of Subtenant’s default, Sublandlord may, at Sublandlord’s option, and
      at any time thereafter, and without notice or other action by Sublandlord,
      and
      without prejudice to any other rights or remedies it may have hereunder or
      at
      law or equity, become entitled to recover from Subtenant, as damages for such
      breach, in addition to such other sums herein agreed to be paid by Subtenant,
      to
      the date of re-entry, expiration and/or dispossess an amount equal to the
      difference between the Rent and Additional Rent reserved in this Sublease from
      the date of such default to the date of expiration of the original term demised
      and the then fair and reasonable rental value of the Subleased Premises for
      the
      same period; provided said fair and reasonable rental is less than the Rent
      and
      Additional Rent reserved herein. Said damages shall become due and payable
      to
      Sublandlord immediately upon such breach of this Sublease and without regard
      to
      whether this Sublease be terminated or not, and if this Sublease be terminated,
      without regard to the manner in which it is terminated. 

    


    Subtenant
      hereby waives all right of redemption to which Subtenant or any person claiming
      under Subtenant might be entitled by any law nor or hereafter in
      force.

    


    Sublandlord’s
      remedies hereunder are in addition to any remedy allowed by law.

    


    Subtenant
      agrees to pay, as Additional Rent, all attorney’s fees and other expenses
      incurred by the Sublandlord in enforcing any of the obligations under this
      Sublease, this covenant to survive the expiration or sooner termination of
      this
      Sublease.

    


    27.  LITIGATION
      COSTS.
      If any
      legal action is filed to enforce this Sublease, or any part thereof, the
      prevailing party shall be entitled to recover reasonable attorney’s fees, to be
      fixed by the court, and costs of the action.

    


    28.  NOTICES.
      Except
      where otherwise required by statute, all notices given pursuant to the
      provisions of this Sublease shall be in writing, addressed to the party to
      whom
      notice is given and sent registered or certified mail, return receipt requested,
      in a postpaid envelope as follows:

    


    To
      Subtenant:   AMERICAN
      TACK & HARDWARE CO., INC.

    25
      Robert
      Pitt Drive

    Monsey,
      New York 10952

    


    To
      Sublandlord:  PDI,
      INC.

    One
      Route
      17 South

    Saddle
      River, New Jersey 07458

    Attn:
      Peter Lynch, Director 

    of
      Office
      Administration

    


    With
      a
      copy to:  GREENBAUM,
      ROWE, SMITH & DAVIS LLP

    99
      Wood
      Avenue South

    Iselin,
      New Jersey 08830

    Attn:
      Steven C. Delinko, Esq.

    


    Notice
      shall be deemed to have been duly given upon its receipt or rejection of receipt
      as evidenced by a bill of lading or return receipt, or upon delivery, if
      personally served. It is understood and agreed that unless specifically modified
      by this Sublease, Sublandlord shall be entitled to the length of notice required
      to be given Prime Landlord under the Prime Lease plus three (3) days and shall
      be entitled to give Subtenant the length of notice required to be given by
      Tenant under the Prime Lease less three (3) days.

    


    29.  SUBLEASE
      CONSENT.
      This
      Sublease shall become effective only if the written consent hereto of the Prime
      Landlord is obtained, in substantially the form attached hereto as Exhibit
      D. If
      such written consent is not obtained by July 22, 2005, then either Sublandlord
      or Subtenant shall have the right to send written notice to the other stating
      that this Sublease shall be null and void and of no force or effect and
      Sublandlord shall return to Subtenant the first month’s Rent and security
      deposit and thereupon neither party shall have any further obligation to the
      other. Sublandlord shall promptly request the consent of the Prime Landlord
      to
      this Sublease. Subtenant agrees to provide such information in connection with
      such request as the Prime Landlord shall reasonably request. 

    


    30.  PARKING.Subtenant
      shall be provided with Subtenant’s Proportionate Share of total spaces allocated
      to Sublandlord under the Prime Lease, ten (10) of which shall be
      covered/reserved spaces, and the remaining portion shall be unreserved/uncovered
      parking spaces.

    


    31.  SECURITY
      DEPOSIT.
      (a)
      Subtenant shall deposit with Sublandlord on the signing of this Sublease the
      sum
      of One Hundred Thirty Three Thousand Five Hundred and 00/100 ($133,500.00)
      Dollars as security for the performance of Subtenant’s obligations under this
      Sublease, including without limitation, the surrender of possession of the
      Subleased Premises to Sublandlord as herein provided. The security shall be
      in
      the form of an irrevocable letter of credit (the “Security Deposit L/C”). The
      Security Deposit L/C shall be delivered to Sublandlord at Subtenant’s sole cost
      and expense. The Security Deposit L/C shall be issued by and drawn on a bank
      or
      financial institution reasonably acceptable to Sublandlord maintaining an office
      within the State of New Jersey and shall name Sublandlord as beneficiary. If
      the
      maturity date of the Security Deposit L/C is prior to the end of the term of
      this Sublease, Subtenant shall renew the Security Deposit L/C as often as
      necessary with the same bank or financial institution (or a similar bank or
      financial institution reasonably acceptable to Sublandlord) and upon the same
      terms and conditions, not less than thirty (30) days prior to the purported
      expiration date of the Security Deposit L/C. In the event Subtenant fails to
      timely renew the Security Deposit L/C as aforesaid, Sublandlord shall be
      entitled to draw against the entire amount of the Security Deposit L/C. The
      Security Deposit L/C shall be assignable by Sublandlord and upon such assignment
      to any party assuming in writing the sublessor interest in this Sublease,
      Sublandlord shall be relieved from all liability to Subtenant
      therefor.

    


    (b) Upon
      the
      occurrence of any default by Subtenant in the payment of Rent or upon the
      occurrence of the events of Section 25 of this Sublease or in the event
      Sublandlord terminates this Sublease in accordance with the terms hereof
      following a default by Subtenant after the expiration of any applicable notice
      and cure period, Sublandlord shall have the right to draw the entire amount
      of
      the Security Deposit L/C. Sublandlord agrees to copy Subtenant on any notice
      to
      the issuing bank requesting a draw against the Security Deposit L/C. In the
      event that Subtenant defaults after the expiration of any applicable notice
      and
      cure period in making any payment required to be made by Subtenant under the
      terms of this Sublease other than the payment of Rent, then Sublandlord shall
      be
      entitled to draw upon so much of the Security Deposit L/C as equals the
      defaulted payment(s), plus any interest or other charges due thereon in
      accordance with this Sublease. If Sublandlord elects to make a partial draw
      upon
      the Security Deposit L/C, Subtenant shall promptly restore the Security Deposit
      L/C to its original amount within ten (10) days after written demand therefor.
      Sublandlord’s election to make a partial draw upon the Security Deposit L/C
      shall in no event prejudice or waive Sublandlord’s right to terminate this
      Sublease if permitted under applicable provisions of this Sublease, nor shall
      such election prejudice or waive any other remedy of Sublandlord reserved under
      the terms of this Sublease, including the right to draw the entire amount of
      the
      Security Deposit L/C, if applicable. The Security Deposit L/C shall be available
      for payment against the presentation of a sight draft by the Sublandlord (with
      simultaneous notice to Subtenant) together with a certificate from Sublandlord
      that Subtenant is in default of its obligations hereunder beyond expiration
      of
      any applicable notice and cure periods and that Sublandlord is entitled, by
      the
      terms of this Sublease, to draw upon the Security Deposit L/C. The proceeds
      of
      the Security Deposit L/C, if drawn by Sublandlord pursuant to the terms hereof,
      shall be held by Sublandlord and applied to reduce any amount owed by Subtenant
      to Sublandlord. 

    


    (c) In
      the
      event that (i) Sublandlord draws the full amount of the Security Deposit L/C
      as
      a result of a default by Subtenant, (ii) this Sublease is not terminated by
      Sublandlord as a result of such default, (iii) such default is fully cured
      by
      Subtenant, and (iv) there is no outstanding cured default by Subtenant, then
      the
      balance of the sums drawn (after the payment of any sums related to the curing
      of any defaults) shall be applied to obtain a replacement letter of credit
      as
      security for Subtenant’s performance hereunder in the amount initially required
      herein. 

    


    (d) To
      the
      extent the Security Deposit L/C is either lost or the issuing bank will not
      honor the Security Deposit L/C, Subtenant personally guarantees the proceeds
      of
      the Security Deposit L/C and will immediately remit to Sublandlord the amount
      of
      the Security Deposit L/C in cash to be held in accordance with this Section
      31.

    


    (e) Notwithstanding
      anything to the contrary contained in this Section 31, provided Subtenant has
      not been in default under this Sublease beyond the expiration of any applicable
      notice and cure periods at any time during the first twenty four (24) months
      of
      the term of this Sublease, and Subtenant has paid Sublandlord Rent on a timely
      basis as required herein, Sublandlord shall permit the Security Deposit L/C
      to
      be amended (at Subtenant’s sole cost and expense) to reduce the face amount of
      the Security Deposit L/C to a sum equal to Sixty-Six Thousand Seven Hundred
      Fifty and 00/100 ($66,750.00) Dollars. In no event shall a reduction to the
      amount of the Security Deposit L/C be deemed to have occurred absent an
      amendment to the Security Deposit L/C in writing by the issuing bank. It shall
      be Subtenant’s sole obligation to obtain such written amendment from the issuing
      bank.

    


    (f) In
      the
      event of the insolvency of Subtenant, or in the event of the entry of a judgment
      in bankruptcy in any court against Subtenant which is not discharged within
      twenty (20) days after entry, or in the event a petition is filed by or against
      Subtenant under any chapter of the bankruptcy laws of the State of New Jersey
      or
      the United States of America, then in such event, Sublandlord may require the
      Subtenant to deposit additional security in an amount which in Sublandlord’s
      sole judgment would be sufficient to adequately assure Subtenant’s performance
      of all of its obligations under this Sublease including all payments
      subsequently accruing. Failure of Subtenant to deposit the security required
      by
      this Paragraph within ten (10) days after Sublandlord’s written demand shall
      constitute a material breach of this Sublease by Subtenant.

    (g) Within
      thirty days after expiration or sooner termination of this Sublease, provided
      Subtenant is not then in default of any of the terms, covenants and conditions
      of this Sublease or the Prime Lease, Sublandlord shall return the security
      deposit, or balance thereof to which Subtenant is entitled after deduction
      therefrom of any sums in accordance with the provisions of this Sublease.


    


    32.  HAZARDOUS
      MATERIALS.
      Sublandlord represents that to the best of its knowledge, without undertaking
      any independent inquiry, that neither the Subleased Premises nor the Building,
      including the ground and groundwater contain any Hazardous Substances, nor
      have
      they been used for the storage, manufacture or disposal of same.

    


    33.  BROKER.
      Sublandlord and Subtenant represent and warrant one to the other that CB Richard
      Ellis, Inc. and The Steven Frank Company, LLC (collectively, “Broker”) is the
      sole Broker with whom either party has negotiated in bringing about this
      Sublease, and Sublandlord and Subtenant agree to indemnify and hold each other
      harmless from any and all claims of other brokers and expenses in connection
      therewith arising out of or in connection with any conduct inconsistent with
      the
      representations tendered by one to the other herein. Sublandlord agrees to
      pay
      Broker a commission pursuant to a separate agreement.

    


    34.  SUBLEASE
      APPLICABLE TO HEIRS, SUCCESSORS AND ASSIGNS.
      The
      terms, conditions and covenants of this Sublease shall inure to and be binding
      on the heirs, successors, administrators, executors and assigns of the parties
      hereto, except as otherwise herein provided.

    


    35.  NO
      ASSIGNMENT OR SECOND SUBLEASE WITHOUT CONSENT.

    


    (a)
      Subtenant shall not sell or assign this Sublease or any part thereof, or any
      interest therein, or re-sublet the Subleased Premises in whole or in part
      without first obtaining the written consent of Sublandlord and Prime Landlord,
      which consent as to the Sublandlord only shall not be unreasonably withheld.
      This Sublease shall not be assigned by operation of law. If Sublandlord and
      Prime Landlord give consent to assignment of this Sublease or of any interest
      therein, they shall not thereby be barred from subsequently refusing to consent
      to any further assignment. However, said consent shall not be unreasonably
      withheld by Sublandlord. Any attempt to sell, assign, or re-sublease without
      written consent of Sublandlord and Prime Landlord shall be deemed a default
      and
      shall entitle Sublandlord to proceed pursuant to this Sublease if Sublandlord
      so
      elects.

    


    (b) Notwithstanding
      anything to the contrary contained in this Sublease or the Prime Lease,
      Subtenant may assign this Sublease or sublet the whole or any part of the
      Subleased Premises to any person or entity, or to any corporation or entity
      with
      which it shall be merged or which shall acquire all or substantially all of
      the
      assets or stock of Subtenant, without Sublandlord’s or Prime Landlord’s consent,
      but upon notice to Sublandlord and Prime Landlord, provided, however, that
      in
      the event of such merger, consolidation or transfer of all or substantially
      all
      of the assets or stock of Subtenant (i) the successor to Subtenant has a net
      worth computed in accordance with generally accepted accounting principles
      sufficient to meet its then remaining obligations under this Sublease from
      and
      after the effective date of such transaction, and (ii) proof reasonably
      satisfactory to Sublandlord and Prime Landlord of such net worth shall have
      been
      delivered to Sublandlord and Prime Landlord at least 10 business days prior
      to
      the effective date of any such transaction.

    


    36.  INTERRUPTION
      OF SERVICES OF USE.
      Interruption or curtailment of any service maintained in the Building shall
      not
      entitle Subtenant to claim constructive eviction or any other cause of action
      against Sublandlord, but Subtenant shall join with and have those rights and
      remedies Sublandlord may have against Prime Landlord as a result of said
      interruption. Subtenant shall, under no circumstances, have any claim against
      Sublandlord or Prime Landlord for interruption to Subtenant’s business, however
      occurring.

    


    37.  SUBLANDLORD
      NOT LIABLE. 
      Sublandlord shall not be liable to Subtenant for any loss suffered by Subtenant
      under any circumstances, including, but not limited to (i) that arising from
      the
      negligence of Sublandlord or Prime Landlord, their agents, servants, invitees,
      contractors or subcontractors, or from defects, errors or omissions in the
      construction or design of the Subleased Premises and/or the Building including
      the structural and nonstructural portions thereof; or (ii) for loss of or injury
      to Subtenant or to Subtenant’s property or that for which Subtenant is legally
      liable from any cause whatsoever, including but not limited to theft or
      burglary; or (iii) for that which results from any inspection, repair,
      alteration or addition or the failure thereof undertaken or failed to be
      undertaken by Sublandlord or Prime Landlord, but Subtenant shall join with
      and
      have those rights and remedies Sublandlord may have against Prime Landlord
      as a
      result of said interruption. 

    


    38.  WAIVER
      OF SUBROGATION.Sublandlord
      and Subtenant each hereby waives its respective right of recovery against the
      other and each releases the other from any claim arising out of loss, damage
      or
      destruction to the Subleased Premises, and contents thereon or therein whether
      or not such loss, damage or destruction may be attributable to the fault or
      negligence of either party or its respective agents, invitees, contractors
      or
      employees. Each casualty insurance policy shall include a waiver of the
      insurer’s rights of subrogation against the party hereto who is not an insured
      under said policy. Each party shall look solely to the proceeds of its
      respective casualty insurance policy (and to its own funds to the extent it
      is
      self-insured) to compensate it for any such loss, damage or
      destruction.

    


    39.  COMMUNICATIONS.
      Sublandlord agrees to allocate reasonable space in Sublandlord’s existing
      telephone\server room to permit installation of Subtenant’s telephone\server
      equipment serving the Subleased Premises. Subtenant agrees to maintain such
      equipment and hold Sublandlord harmless from and against any damage or injury
      to
      such equipment howsoever caused. Subtenant shall install and maintain such
      equipment in a manner which will not cause interference or damage to
      Sublandlord’s equipment.

    


    40.  FURNITURE.
      During
      the Term of this Sublease, Subtenant shall be permitted to use Sublandlord’s
      furniture and fixtures existing in the Subleased Premises as of the Commencement
      Date, as set forth on Exhibit C hereto. Subtenant shall keep and maintain the
      furniture and fixtures in good order and condition throughout the term of this
      Sublease, making all necessary repairs and replacements as required, and
      surrender same to Sublandlord in good order and condition at the expiration
      or
      sooner termination of this Sublease, reasonable wear and tear and damage by
      casualty and the elements excepted.

    


    41.  RENEWAL
      OPTION.
      (a)
      Provided Subtenant is not in default under this Sublease beyond any applicable
      grace period at the time any renewal notice is given or at the time the renewal
      period is to commence, Subtenant shall have the right to renew this Sublease
      for
      one (1) two (2) year period (the “Renewal Term”). 

    


    (b)
      Subtenant’s right to renew hereunder is expressly subject to Subtenant’s
      furnishing to Sublandlord written notice of its intention to renew this Sublease
      at least twelve (12) months prior to the expiration of the term, TIME HEREBY
      BEING MADE OF THE ESSENCE.

    


    (c)
      All
      the terms and conditions of this Sublease shall apply to the renewal period,
      except that the Annual Base Rent to be paid during the renewal period shall
      be
      adjusted as follows:

    


    The
      Annual Base Rent to be paid during the Renewal Term shall not be less than
      that
      paid for the Subleased Premises during the last year of the original term of
      this Sublease (without regard to any temporary abatement of rent then in effect
      pursuant to the Sublease provisions). However, if the fair rental value per
      square foot at the commencement of the renewal term shall exceed the rent as
      established in the preceding sentence, the Subtenant shall pay such fair rental
      value. In determining the fair rental value, the Sublandlord shall notify the
      Subtenant of the fair rental value as established by Sublandlord. Should
      Subtenant dispute Sublandlord’s determination, then the Subtenant shall be free
      to, at the Subtenant’s sole cost and expense, employ the services of an
      appraiser familiar with office buildings located within the Saddle River, New
      Jersey area comparable to the Building, who shall be a member of The Appraisal
      Institute (“MAI”) and who shall render an appraisal. If the Sublandlord and the
      Subtenant’s appraiser cannot agree on the fair rental value, or in such case, on
      an independent appraiser acceptable to both, either party may request the
      American Arbitration Association of Somerset, New Jersey to appoint such
      independent appraiser who shall be a member of MAI familiar with office
      buildings in the area of the Building and in such event the judgment of a
      majority of the two appraisers and Sublandlord shall be final and binding upon
      the parties. The parties shall share equally in the cost of any such independent
      appraiser. Pending resolution of the issue of fair rental value, the Lessee
      shall pay Sublandlord as of commencement of the renewal term, the Annual Base
      Rent as established by Sublandlord, subject to retroactive adjustment upon
      final
      determination of this issue.

    


    42.  SECTION
      HEADINGS.
      The
      Section headings in this Sublease and position of its provisions are intended
      for convenience only and shall not be taken into consideration in any
      construction or interpretation of this Sublease or any of its
      provisions.

    


    43.  CAPITALIZED
      TERMS.
      Capitalized terms used herein shall have the same meanings ascribed to them
      in
      the Prime Lease unless otherwise defined herein.

    


    44.  COUNTERPARTS.
      This
      Sublease may be executed in two (2) or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    45.  SUBORDINATION
      OF SECURITY INTEREST. Notwithstanding
      anything to the contrary in this Sublease or the Prime Lease, any security
      interest that Sublandlord may have in any of the Subtenant’s personal property
      shall be automatically subordinated to the security interest, if any, granted
      to
      Subtenant’s lenders from time to time in the ordinary course of Subtenant’s
      business. At Subtenant’s request, Sublandlord shall execute a lien waiver, the
      form of which shall be reasonably satisfactory to Sublandlord and Subtenant’s
      lender(s), waiving such security interest of Sublandlord in the collateral
      described in such lien waiver (which collateral shall exclude any tenant
      improvements, any fixtures installed in the Subleased Premises, and any
      furniture and fixtures set forth on Exhibit C.

    


    PDI,
      INC., Sublandlord

    


    


    BY:________/S/
      BERNARD C. BOYLE


    NAME:
      __BERNARD C. BOYLE


    TITLE:___CFO


    


    


    AMERICAN
      TACK & HARDWARE CO., INC., Subtenant

    


    BY:__/S/_JOHN
      W. COOPER


    NAME:____JOHN
      W. COOPER


    TITLE:________PRESIDENT



    
      
        
          1

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    EXHIBIT
      A

    


    SUBLEASED
      PREMISES

    


    


    



    
      
        
          1

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    EXHIBIT
      B

    


    PRIME
      LEASE

    


    



    
      
        
          1

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    EXHIBIT
      C

    


    FURNITURE
      AND FIXTURES

    


    



    
      
        
          1

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    EXHIBIT
      D

    


    LANDLORD’S
      CONSENT TO SUBLEASE

    


    


    THIS
      CONSENT TO SUBLEASE ("Consent Agreement") dated as of _________________, 2005,
      is made with reference to that certain sublease (the "Sublease") dated June
      ___,
      2005 by and between PDI, INC. (Tenant") and AMERICAN TACK & HARDWARE CO.,
      INC. ("Sublessee"), and is entered into between the foregoing parties and VRS
      SADDLE RIVER LLC ("Landlord"), having an address c/o Kwartler Associates, Inc.,
      2 North Street, Waldwick, New Jersey 07463 with reference to the following
      facts:

    


    A. Landlord
      and Tenant are the parties to that certain master lease (the "Master Lease")
      dated as of November 20, 2003, respecting certain premises ("Premises") known
      as
      Suite(s) 300, located in the building ("Building") located at One Route 17
      South, Saddle River, New Jersey.

    


    B. Tenant
      and Sublessee wish to enter into the Sublease respecting the portion of the
      Premises described therein (the "Sublease Premises").

    


    C. The
      Master Lease provides that Tenant may not enter into any sublease without
      Landlord's prior written approval.

    


    D. Tenant
      and Sublessee have herewith presented the fully-executed Sublease to Landlord
      for Landlord's approval, and Landlord is willing to approve the same, upon
      all
      of the terms and conditions hereinafter appearing.

    


    NOW,
      THEREFORE, for good and valuable consideration, the parties hereto agree as
      follows:

    


    1. Neither
      the Master Lease, the Sublease nor this Consent Agreement shall be deemed to
      grant Sublessee any rights whatsoever against Landlord. Sublessee hereby
      acknowledges and agrees that its sole remedy for any alleged or actual breach
      of
      its rights in connection with the Sublease Premises shall be solely against
      Tenant.

    


    2. This
      Consent Agreement shall not release Tenant from any existing or future duty,
      obligation or liability to Landlord, pursuant to the Master Lease, nor shall
      this Consent Agreement change, modify or amend the Master Lease in any manner.
      This Agreement shall not be deemed Landlord's consent to any further
      subleases.

    


    3. (a) In
      the
      event of Master Lease Termination (as hereinafter defined) prior to the
      termination of the Sublease, at Landlord's option, Sublessee agrees to attorn
      to
      Landlord and to recognize Landlord as Sublessee's Landlord under the Sublease,
      and Landlord agrees to recognize Sublessee as Landlord’s tenant, upon the terms
      and conditions and at the rental rate specified in the Sublease, and for the
      then remaining term of the Sublease, except that Landlord shall not be bound
      by
      any provision of the Sublease which in any way increases Landlord's duties,
      obligations or liabilities to Sublessee beyond those owed to Tenant under the
      Master Lease. Sublessee agrees to execute and deliver at any time and from
      time
      to time, upon the request of Landlord, any instruments which may be necessary
      or
      appropriate to evidence such attornment. Landlord shall not (i) be liable to
      Sublessee for any act, omission or breach of the Sublease by Tenant, (ii) be
      subject to any offsets or defenses which Sublessee might have against Tenant,
      (iii) be bound by any rent or additional rent which Sublessee might have paid
      in
      advance to Tenant, except to the extent Tenant has turned over such advance
      rent
      to Landlord, (iv) be bound to honor any rights of Sublessee in any security
      deposit made with Tenant except to the extent Tenant has turned over such
      security deposit to Landlord. Tenant hereby agrees that in the event of Master
      Lease Termination, Tenant shall immediately pay or transfer to Landlord any
      security deposit, rent or other sums then held by Tenant.

    


    (b) "Master
      Lease Termination" means any event, which by voluntary or involuntary act or
      by
      operation of law, might cause or permit the Master Lease to be terminated,
      expired, canceled, foreclosed against, or otherwise come to an end, including
      but not limited to (i) a default by Tenant under the Master Lease of any of
      the
      terms or provisions thereof, (ii) foreclosure proceedings brought by the holder
      of any mortgage or trust deed to which the Master Lease is subject; or (iii)
      the
      termination of Tenant's leasehold estate by dispossession proceeding or
      otherwise.

    


    (c) In
      the
      event of attornment hereunder, Landlord's liability shall be limited to matters
      arising during Landlord's ownership of the Building, and in the event that
      Landlord (or any successor owner) shall convey or dispose of the Building to
      another party, such party shall thereupon be and become Landlord hereunder
      and
      shall be deemed to have fully assumed and be liable for all obligations of
      this
      Consent Agreement or the Sublease to be performed by Landlord which first arise
      after the date of conveyance, including the return of any security deposit,
      and
      Tenant shall attorn to such other party, and Landlord (or such successor owner)
      shall, from and after the date of conveyance, be free of all liabilities and
      obligations hereunder not then incurred. The liability of Landlord to Sublessee
      for any default by Landlord under this Consent Agreement or the Sublease after
      such attornment or arising in connection with Landlord's operation, management,
      leasing, repair, renovation, alteration, or any other matter relating to the
      Building or the Sublease Premises, shall be limited to the interest of the
      Landlord in the Building (and proceeds thereof). Under no circumstances shall
      any present or future general partner of Landlord (if Landlord is a partnership)
      have any liability for the performance of Landlord's obligations under this
      Consent Agreement or the Sublease.

    


    4. In
      addition to Landlord's rights under Section 3 hereof, in the event Tenant is
      in
      default under any of the terms and provisions of the Master Lease, Landlord
      may
      elect to receive directly from Sublessee all sums due or payable to Tenant
      by
      Sublessee pursuant to the Sublease, and upon receipt of Landlord's notice,
      Sublessee shall thereafter pay to Landlord any and all sums becoming due or
      payable under the Sublease and Tenant shall receive from Landlord a
      corresponding credit for such sums against any payments then due or thereafter
      becoming due from Tenant. Neither the service of such written notice nor the
      receipt of such direct payments shall cause Landlord to assume any of Tenant's
      duties, obligations and/or liabilities under the Sublease, nor shall such event
      impose upon Landlord the duty or obligation to honor the Sublease, nor
      subsequently to accept Sublessee's attornment pursuant to Section 3(a)
      hereof.

    


    5. Sublessee
      hereby acknowledges that it has read and has knowledge of all of the terms,
      provisions rules and regulations of the Master Lease and agrees not to do or
      omit to do anything which would cause Tenant to be in breach of the Master
      Lease. Any such act or omission by Sublessee shall also constitute a breach
      of
      this Consent Agreement and shall entitle Landlord to recover any damage, loss,
      cost or expense which it thereby suffers, from Sublessee, whether or not
      Landlord proceeds against Tenant.

    


    6. In
      the
      event of any litigation between the parties hereto with respect to the subject
      matter hereof, the unsuccessful party agrees to pay the successful party all
      costs, expenses and reasonable attorney's fees incurred therein by the
      successful party, which shall be included as a part of the judgment therein
      rendered.

    


    7. This
      Consent Agreement shall be binding upon an inure to the benefit of the parties'
      respective successors and assigns, subject to all agreements and restrictions
      contained in the Master Lease, the Sublease and herein with respect to
      subleasing, assignment, or other transfer. The agreements contained herein
      constitute the entire understanding between the parties with respect to the
      subject matter hereof, and supersede all prior agreements, written or oral,
      inconsistent herewith. No amendment, modification or change therein will be
      effective unless Landlord shall have given its prior written consent thereto.
      This Consent Agreement may be amended only in writing, signed by all parties
      hereto.

    


    8. Notices
      required or desired to be given hereunder shall be effective either upon
      personal delivery, upon delivery by a nationally recognized overnight delivery
      service or three (3) days after deposit in the United States mail, by certified
      mail, return receipt requested, addressed to the Landlord at the address set
      forth above, or to Tenant or Sublessee at the address of the Premises or of
      the
      Sublease Premises, respectively. Any party may change its address for notice
      by
      giving notice in the manner hereinabove provided.

    


    9. As
      a
      condition to the effectiveness of Landlord's consent to the Sublease, Tenant
      agrees to pay Landlord concurrently with Tenant's delivery of an executed
      counterpart hereof,  
      Dollars
      ($ )
      in
      reimbursement of Landlord's reasonable attorneys' fees and administrative
      expenses incurred in connection with this Consent Agreement, as additional
      rent.
      Landlord's acceptance of such fee shall impose no duty on Landlord to approve
      or
      execute the Sublease. Tenant shall also promptly pay Landlord any share of
      bonus
      rents, or other items required under the Master Lease in connection with
      subleases.

    


    10. Notwithstanding
      anything to the contrary set forth herein or elsewhere, if the Master Lease
      was
      guaranteed at the time of execution or at any time prior hereto by any
      guarantor, the Landlord may at any time hereafter declare all of its agreements
      in this Consent Agreement to be null and void and or no force and effect unless
      and until Landlord receives a counterpart of this Consent Agreement indicating
      approval thereof by any and all such guarantor(s), and their spouses (if
      any).

    


    11. Tenant
      and Sublessee agree to indemnify and hold Landlord harmless from and against
      any
      loss, cost, expense, damage or liability, including reasonable attorney's fees,
      incurred as a result of a claim by any person or entity (i) that it is entitled
      to a commission, finder's fee or like payment in connection with the Sublease
      or
      (ii) relating to or arising out of the Sublease or any related agreements or
      dealings.

    


    12. Tenant
      agrees to hold any and all payments due under the Sublease as a trust fund
      to be
      applied first to the satisfaction of all of Tenant's obligations under the
      Master Lease and hereunder before using any part thereof for any other
      purpose.

    


    13. Notwithstanding
      anything to the contrary contained in the Sublease or the Master Lease,
      Sublessee may assign the Sublease or sublet the whole or any part of the
      Sublease Premises to any person or entity, or to any corporation or entity
      with
      which it shall be merged or which shall acquire all or substantially all of
      the
      assets or stock of Sublessee, without Tenant’s or Landlord’s consent, but upon
      notice to Tenant and Landlord, provided, however, that in the event of such
      merger, consolidation or transfer of all or substantially all of the assets
      or
      stock of Sublessee (i) the successor to Sublessee has a net worth computed
      in
      accordance with generally accepted accounting principles sufficient to meet
      its
      then remaining obligations under this Sublease from and after the effective
      date
      of such transaction, and (ii) proof reasonably satisfactory to Tenant and
      Landlord of such net worth shall have been delivered to Tenant and Landlord
      at
      least 10 business days prior to the effective date of any such
      transaction.

    


    14. Notwithstanding
      anything to the contrary contained in the Sublease or the Master Lease, any
      security interest that Landlord may have in any of the Sublessee’s personal
      property shall be automatically subordinated to the security interest, if any,
      granted to Sublessee’s lenders from time to time in the ordinary course of
      Sublessee’s business. At Sublessee’s request, Landlord shall execute a lien
      waiver, the form of which shall be reasonably satisfactory to Landlord and
      Sublessee’s lender(s), waiving such security interest of Landlord in the
      collateral described in such lien waiver (which collateral shall exclude any
      tenant improvements, any fixtures installed in the Sublease Premises, and any
      furniture and fixtures set forth on Exhibit C to the Sublease.

    


    15, Notwithstanding
      anything to the contrary contained in the Sublease, the Master Lease, or herein,
      Landlord hereby (i) approves Sublessee’s plans, as set forth in Exhibit E to the
      Sublease, and the work to be performed pursuant thereto; and (ii) approves
      Sublessee’s signage, as set forth in Exhibit F to the Sublease, and the
      installation of such sign pursuant thereto.

    


    IN
      WITNESS WHEREOF, the following parties have executed this Consent Agreement
      as
      of the date first above written.

    


    TENANT:

    


    PDI,
      INC.    

    


    By:
      

    


    Its:
      

    


    


    SUBLESSEE:

    


    AMERICAN
      TACK & HARDWARE CO., INC.

    


    


    By:
      

    


    Its:
      

    


    


    


    


    LANDLORD:

    


    VRS
      SADDLE RIVER LLC

    


    


    By:
      

    


    Its:
      

    


    



    
      
        
          1

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    EXHIBIT
      E

    


    SUBTENANT’S
      PLANS

    



    
      
        
          1

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    EXHIBIT
      F

    


    SUBTENANT’S
      SIGNAGE