Exhibit 10.10               


AMERICAN ENTERPRISE PARK


Coty
US Inc.


LEASE OF IMPROVED PROPERTY


This Lease made and entered into this 31st day of March, 2000 between
Baker Properties Limited Partnership, having its office and principal place of
business in Pleasantville, New York, herein after referred to as “Lessor” and
Coty US Inc., as an indirectly owned subsidiary of Joh A. Benckiser GmbH, a
Corporation, organized and existing under the laws of the State of Delaware,
having an office and principal place of business in 410 American Road, Morris
Plains, New Jersey 07950, hereinafter referred to as “Lessee”.


W I T N E S S E T H


          That the
Lessee and Lessor do hereby agree as follows:


1. DEMISED PREMISES


          (a)          Lessor
demises and lets to Lessee and Lessee leases and takes from Lessor the grade
level space outlined in red on Exhibit “A” attached hereto (“Demised
Premises”), consisting of a 14,391 square foot area, forming part of a
structure erected, constituting part of the Complex, outlined in black on
Exhibit “B”, located at American Enterprise Park, 118 American Road, Morris
Plains, New Jersey 07950, and consisting of the land and all structures and
improvements, now or hereafter located on the land (“Complex”).


          (b)          The
location and boundaries of the Complex outlined on Exhibit “B” set forth the
general layout of the Complex, but shall not be deemed to be a representation
or agreement on the part of the Lessor that the Complex will be as indicated on
Exhibit “B”. Lessor reserves the right
at any time to change the size, height, layout or location of the building,
walks, parking, loading and “Common Areas”, as defined in Article 6A hereof
and/or other areas, now or at any time hereafter forming a part of the Complex;
to make alterations or additions to, and to build additional stories and to add
buildings to the Complex and to designate other parcels of land to be added to
the Complex; and to combine such other parcels including all buildings and
improvements thereon, with the Complex.


          (c)          Lessee’s
right to use and occupy the Demised Premises during the Term shall include the
right to use and occupy an Exclusive Outside Area as outlined in blue on
Exhibit “B”. Lessee’s use and occupancy
of such Exclusive Outside Area shall be governed by the provisions of Article 6
hereof. Lessee shall have the non
exclusive right to the use of sixty (60) automobile parking spaces located
within the Complex.


          (d)          Lessee’s
right to use and occupy the Demised Premises during the Term shall include the
right to use, in common with the other tenants of the Complex and their
customers, guests, and invitees, the 


	
  

 	
  

 	
  

 
	
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Common Areas of the Complex, excluding Lessee’s lobby which is
exclusive to Lessee, as more fully set forth in Article 6 hereof.


          (e)          Nothing
herein contained shall be construed as a grant or demise by Lessor to Lessee of
the roof or exterior walls of the Complex or the land below the floor of the
Demised Premises, or any part of the Complex exterior to the Demised Premises,
or of the Common Areas.


          (f)          Lessor
reserves from the Demised Premises the right of reasonable ingress and egress
through the Demised Premises to part of the Complex not hereby demised, and
also reserves space for pipes, ducts and wires, leading to and from parts of
the Complex not hereby demised for the purpose of maintaining the Complex.


2. TERM


The Term of this Lease shall be for one hundred and twenty three months
(123 months) s, plus the number of days required to have such Term expire on
the last day of a calendar month, commencing on the date defined below and
ending, unless sooner terminated, on the last day of the month during which the
one hundred and twenty third (123rd) anniversary date of the commencement
occurs. The Term of this Lease shall
commence and Lessee’s obligation to pay the Basic Rent and other charges
provided for herein (to include but not limited to Lessee’s share of the Real
Property Taxes, Complex Operating Costs and Utilities) shall commence and
become due and payable on April 1, 2000 (“Commencement Date”)


          Within
fifteen (15) days of commencement of the Term, Lessor and Lessee shall execute
and deliver to each other, duplicate originals of a commencement date statement,
in recordable form, which shall specify the commencement and expiration dates
of the Term (“Commencement Date Statement”), and upon execution the
Commencement Date Statement shall be deemed a part of this Lease.


3. RENT


          (a)          Lessee
shall pay a Basic Rent as follows:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Months

 	
  

 	
  

 	
 Basic Rent

 
	
  

 	
 From

 	
  

 	
 To

 	
  

 	
 Annual

 	
  

 	
 Monthly

 
	
  

 	
 1

 	
  

 	
 12

 	
  

 	
 $-0-      

 	
  

 	
 $-0-      

 
	
  

 	
 13

 	
  

 	
 30

 	
  

 	
 $125,921.28

 	
  

 	
 $10,493.44

 
	
  

 	
 31

 	
  

 	
 60

 	
  

 	
 $133,116.72

 	
  

 	
 $11,093.06

 
	
  

 	
 61

 	
  

 	
 90

 	
  

 	
 $147,507.72

 	
  

 	
 $12,292.31

 
	
  

 	
 91

 	
  

 	
 123

 	
  

 	
 $161,898.72

 	
  

 	
 $13,491.56

 


in equal monthly installments.


                    Lessee shall pay Basic Rent in advance of the first day of each month
of the Term of this Lease, commencing on the Commencement Date. If the day on which the Term of this Lease
shall commence is other than the first day of the month, then the rent for the
initial fraction of the month shall be apportioned. Lessee has paid $10,493.44 (Ten thousand four hundred and ninety
three dollars and forty-four cents), receipt of which is hereby acknowledged as
rent for the first month in which rent is due.
All rental payments shall be paid to Lessor at P. O. Box 7777-W4280,
Philadelphia, Pennsylvania 19175 or at such 


	
  

 	
  

 	
  

 
	
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other
place as Lessor may designate in writing, free of all claims, demands, or
offsets of any kind or character.


          If
Lessee shall fail to pay when due any installment of Basic Rent, Lessee’s Share
of Complex Operating Costs, Lessee’s Share of Real Property Taxes or any other
charges to be paid by Lessee hereunder, Lessee shall pay a late charge of $0.06
for each $1.00 which remains unpaid.
Such late charge is intended to compensate Lessor for additional
expenses incurred by Lessor in processing such late payments and shall be due
and payable within five (5) days of billing therefor. Nothing herein shall be intended to violate any applicable law,
code or regulation, and in all instances all such charges shall be
automatically reduced to any maximum applicable legal rate or charge. Such charge shall be imposed monthly for
each late payment.


          (b)          Lessee
shall also pay to Lessor, “Lessee’s Share of Complex Operating Costs” (as
hereinafter defined) in equal monthly installments based upon Lessor’s
reasonable estimate of such Complex Operating Costs. By April 1st of each year, Lessor shall provide Lessee with an accounting
of such “Complex Operating Costs” for the prior year, and Lessee shall pay
Lessor any balance owing within thirty (30) days. If Lessor has collected in excess of expenses, Lessee shall
receive a credit against future payments of Lessee’s Share of Complex Operating
Costs.


                    1.          The
Basic Rent shall be net to Lessor such that all costs and expenses in
connection with the Complex (other than Lessor’s debt service) shall either be
paid directly by the various tenants or paid by Lessor and allocated among the
various tenants. It is further
understood that the only obligations of Lessor to effectuate operation,
maintenance and repair of the Complex are those set forth in Article 9 hereof. “Complex Operating Costs” (as herein
defined) includes all reasonable costs incurred by Lessor in operating,
maintaining and repairing the Complex including, without limitation; the cost
of clearing snow and ice; trash, garbage and other refuse removal from Common
Areas; the cost and expense of gardening and landscaping; Lessor’s insurance
including bodily injury, public liability, property damage liability, fire and
extended coverage or all risk insurance covering the Complex, rent insurance;
water and sewer charges; repairs to the building and building improvements for
other parts of the Complex; restriping parking areas; repair to parking areas;
painting, maintenance and repairs of traffic and directional signs and
equipment; extermination; electrical, water or other utility charges serving
the Common Areas; policing and regulating traffic; structural repairs and roof
maintenance; a reserve equal to 8% of the estimated cost for resurfacing the
parking area; 5% of all of the foregoing to cover Lessor’s administrative
supervision, overhead and general conditions costs; and all other similar costs
properly chargeable to such operation, maintenance and repair.


                    2.          Lessee’s
Share of the Complex Operating Costs shall be equal to one-half of the sum of
(i) the percentage arrived at by dividing the square footage of the Demised
Premises by the total building square footage in the Complex and (ii) the
percentage arrived at by dividing the number of parking spaces allocated to
Lessee in Article 1 (c) by the number of parking spaces allocated to all
tenants in the Complex.


                    3.          As
the Complex is presently constituted, the Lessee’s Share of the Complex
Operating Costs is 14.96%.


4. IMPROVEMENTS


          (a)      Lessor’s
Work


                    Except
as provided for herein, Lessee shall lease the Demised Premises in an “As Is”
condition. Lessor shall provide Lessee
with a “Work Allowance” not to exceed $60,000 to be utilized 


	
  

 	
  

 	
  

 
	
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by Lessee in the planning and performance of tenant improvements to the
Demised Premises (“Lessee’s Work”).
Said allowance shall be paid as follows:


          1.          Prior
to the commencement of any Lessee’s Work for which Lessee is seeking payment of
all or a portion of the Work Allowance, Lessee shall supply to Lessor a copy of
the contract(s) for Lessors’ approval, which shall not be unreasonably
withheld.


          2.          Lessor
shall reimburse Lessee as follows:


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 As Lessee’s
 Work is completed, Lessee shall submit to Lessor an invoice for the cost of
 said completed work. Such invoice
 shall include the Contractor invoice for work performed and Lien waivers to
 the extent permissible by law and a summary of the monies paid to date on the
 contract(s).

 
	
  

 	
 b.

 	
 Lessor shall
 pay to Lessee within 30 days of Lessee invoice; the amount requested less 10%
 retainage.

 
	
  

 	
 c.

 	
 Upon the
 completion of the project, Lessor shall pay to Lessee the retainage within 30
 days of Lessee’s submittal to Lessor of a final invoice from the Contractor,
 a Certificate of Occupancy for such work and all final lien waivers from the
 Contractor.

 


          (b)        Lessee’s
Work


1.       Prior to
the commencement of construction, Lessee shall submit to Lessor, for Lessor’s
written approval, which shall not be unreasonably withheld or delayed, at
Lessee’s own cost and expense, plans for the Demised Premises, prepared by
architects and engineers (where applicable) and others previously approved by
Lessor, describing all work (Lessee’s Work), other than Lessor’s Work necessary
for the opening and operation of Lessee’s business, including, without
limitation, trade fixtures and equipment, lighting fixtures and appliances, and
Lessee shall also deliver to Lessor a detailed statement of the cost of
Lessee’s Work. Such plans and
specifications shall be prepared in, and Lessee’s Work shall be completed in,
conformity with all applicable laws, codes, orders, rules, regulations and
requirements and Lessor’s approval shall not be a waiver of the foregoing
requirement nor impose any liability or responsibility upon Lessor for the
legality or adequacy of such plans and specifications.


                      As
part of Lessor’s consent to Lessee’s initial improvements to the Demised
Premises, Lessor shall inform Lessee whether or not Lessee shall be required to
remove Standard Building Improvements in accordance with Article 16 of this
Lease. For the purpose of this
paragraph, Standard Building Improvements shall mean gypsum wallboard, metal
studding, standard doors, carpet, tile, lighting fixtures, and electrical outlets
and switches. The removal of Lessee’s
machinery, equipment and fixtures shall be accordance with Article 16. Lessee shall not be required to remove
Standard Building Improvements installed by Lessee as part of Lessee’s initial
Work for the initial building fitup.
However, Lessee shall be required to replace at the end of the term of
the Lease any Heating, Ventilating, and/or Air Conditioning systems removed by
Lessee


                      2.        Lessee
shall employ in the performance of Lessee’s Work, only such labor as will not
cause any controversy with any labor organization, representing trades
performing work for Lessor, its contractors and subcontractors, in and about
the Complex. All contractors performing
work for Lessee shall be subject to Lessor’s prior approval, which shall not be
unreasonably withheld.


                      3.        Lessee
shall be responsible for obtaining all permits from governmental agencies
having jurisdiction, prior to the commencement of any Lessee’s Work and all
certificates of occupancy and other documents reasonably required by Lessor to
evidence completion of Lessee’s Work.


	
  

 	
  

 	
  

 
	
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                      4.        Lessee
shall cause such contractors employed by Lessee to carry workmen’s compensation
insurance in accordance with statutory requirements and comprehensive liability
insurance covering such contractors in amounts not less than $1,000,000 single
combined limit, which policy shall name Lessor as an additional insured, and
Lessee shall submit certificates evidencing such insurance coverage to Lessor
prior to the commencement of any work.


                      5.        Notwithstanding
anything contained herein to the contrary, Lessor’s approval shall not be
required for Lessee’s Initial Work which is of a nonstructural nature and does
not include modifications to the sprinklers or the mechanical systems and costs
less than $35,000 to complete. Such
work shall be in accordance with all other terms and conditions of this
paragraph (b).


5. USE


          The
Premises shall be used by Lessee for cosmetic research and development and for
general office use and for no other purpose without the written consent of
Lessor which consent shall not be unreasonably withheld or delayed. Additionally, Lessee shall not store, stack
or place any goods or merchandise outside the building.


6. COMMON AREAS AND PARKING


          (a)        “Common
Areas” shall mean all common areas and facilities which may be furnished by
Lessor in or near the Demised Premises, the Building, and the Complex for
general use in common by all tenants, their agents, employees and customers,
including any common parking areas, driveways, pedestrian sidewalks, landscaped
and planted areas.


          (b)        “Exclusive
Outside Area” shall mean the parking, loading and other outside areas of the
Complex as outlined in blue, and designated as “Exclusive Outside Area”, on
Exhibit “B”. Subject to the other
provisions of this Lease, Lessee, its employees, agents, licensees and invitees
shall have the exclusive right to use the Exclusive Outside Area for access to
and from the Demised Premises, loading and parking. Notwithstanding the foregoing, Lessor shall have no obligation
whatsoever to enforce the exclusive right or to patrol the Exclusive Outside
Area. Use of the Exclusive Outside Area
shall be at the sole risk of the user; the Lessor shall not be liable for any
injury to person or property, or for loss or damage to any vehicle or damage to
any vehicle or its contents resulting from theft, collision, vandalism or any
other cause whatsoever. Lessee shall
cause its personnel and visitors to remove their vehicles from the parking area
at the end of a working day. If any
vehicle owned by Lessee or by its personnel or visitors remains in the parking
area overnight and the same interferes with the cleaning or maintenance of said
area (snow or otherwise), any costs and liabilities incurred by Lessor or
Lessor’s contractor in removing said vehicle to effectuate cleaning or
maintenance, or any damages resulting to said vehicle or to Lessor’s equipment
or equipment owned by others by reason of the presence or removal of said
vehicle during such cleaning or maintenance shall be paid by Lessee to Lessor,
as additional rent, on the rent payment date next following the submission of a
bill therefor.


          (c)        Lessor
shall have the right to modify and enforce reasonable rules and regulations
with respect to the Common Areas.
Lessor shall have the right in accordance with Article 1 (b) and this
Article 6 (c) to change the locations and arrangement of the Common Areas
except the Exclusive Outside Area; to enter into, modify and terminate easement
and other agreements pertaining to the use and maintenance of the Common Areas
and Exclusive Outside Areas; to construct surface or elevated parking areas and
facilities; to establish and change the level of parking surfaces; to close all
or any portion of the Common Areas and the 


	
  

 	
  

 	
  

 
	
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Exclusive Outside Area to such extent as may, in the opinion of
Lessor’s counsel, be reasonably necessary to prevent a dedication thereof or
the accrual of any rights to any person or to the public therein; to discourage
nonpermitted parking; and to do and perform such other acts in and to the
Common Areas as, in the exercise of good judgment, Lessor shall determine to be
advisable with a view to the improvement of the convenience and use thereof by
lessees, their officers, agents, employees and customers, notwithstanding
anything in this Article 6 (c) to the contrary, Lessor shall have no obligation
whatsoever to take any of the foregoing actions.


          (d)          Neither
Lessee nor any of its employees, agents, licensees or invitees shall park any
vehicles in, or otherwise obstruct the Common Areas. Lessee and its employees, agents, licensees, and invitees shall
park only in parking spaces as striped in designated parking areas.


7. COVENANT OF TITLE AND QUIET ENJOYMENT


          Lessor
covenants with Lessee that Lessor has good right and title to the Complex and
good right to lease the Demised Premises in the manner aforesaid. Lessee, upon paying the rent, and subject to
all the terms and covenants of this Lease, and subject to the provisions of any
mortgage or installment purchase agreement to which this Lease is subordinate
shall quietly have and enjoy the Demised Premises during the Term of this Lease
without hindrance or molestation by any person.


8. SIGNS


          Lessee
shall be permitted to have one sign, not more than 16 square feet in size
identifying the Demised Premises.
Lessee may request a sign by giving Lessor its requirements as to size,
wording and any logo requirements. The
purpose of any sign shall be solely for the identification of the Demised
Premises and shall not include any advertisement or slogans of any nature. Upon receipt of such request, Lessor shall
design a sign for Lessee. All signs
shall be of bronzed aluminum with white lettering of a standard type form to be
selected by Lessor. Such sign shall be
mounted on the ground in close proximity to Lessee’s entrance. Lessee shall bear all costs associated with
the fabrication and installation of such sign.
Lessee shall have the obligation, at the termination of the Lease, to
remove such sign and shall repair and be responsible for any damage to the
Complex occasioned by the installation or removal of such sign.


9. REPAIRS, MAINTENANCE, ALTERATIONS


          (a)          Lessee
shall at Lessee’s sole cost and expense, keep and maintain all portions of the
Demised Premises in a clean, wholesome and sanitary condition and in good order
and repair, including, but not limited to plumbing, electrical, heating and air
conditioning systems and the entire interior of the Demised Premises. Lessee shall obtain a standard service
agreement from a reputable mechanical systems service company for the regular
service and maintenance of the heating, ventilation and air conditioning
systems in the Demised Premises. Lessee
shall provide Lessor a copy of such agreement upon Lessor’s request.


          (b)          Lessor
agrees to pass on to Lessee, if possible, the benefits of any manufacturer’s
warranties on equipment installed by Lessor.


          (c)          Lessee
shall not make any alterations or improvements to the Demised Premises without
submitting a detailed cost estimate thereof and without the prior written
consent of Lessor, which consent will not be unreasonably withheld.


	
  

 	
  

 	
  

 
	
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          Lessee and
Lessor shall prevent any mechanics lien or obligation from being imposed upon
the Complex and will discharge all liens or charges for services rendered or
materials furnished immediately after said liens occur or said charges become
due and payable.


          (d)          Lessor
shall (i) make structural repairs to the exterior walls, common exterior
facade, roof and foundation of the building, (ii) maintain the Common Area, and
(iii) maintain utility lines, drains and related facilities, serving all
tenants in the Complex, (iv) clean the exterior of the building, including
glass, and (v) replace any cracked or broken glass. The cost of all of the foregoing shall be included as Complex
Operating Costs. Notwithstanding the
foregoing, Lessee shall be required to make all repairs resulting from the
misuse or neglect by Lessee or any of its employees, agents, contractors,
licensees or invitees or customers. The
cost of all of the foregoing (each of which shall be a Substantial Repair)
shall be included as Complex Operating Costs.
However, notwithstanding anything to the contrary herein, if the cost of
a Substantial Repair exceeds $50,000 per occurrence (based on reasonable
estimate of Lessors contractor(s)), for the purpose of its inclusion in Complex
Operating Costs, the cost of such Substantial Repair shall be amortized over
its useful life commencing with the time of completion of such Substantial
Repair, with interest from such commencement at the prime rate of Citibank (or
its successor) plus 2%. Repairs to the
Complex, which are $50,000 or less, shall be part of the Complex Operating
Costs.


          (e)          Lessor
shall have no liability to Lessee by reason of any inconvenience, annoyance,
interruption or injury to business arising from Lessor or any tenant (with
respect to the Demised Premises) making any repairs or changes or performing
maintenance services in the Demised Premises or Complex, unless Lessor is not
permitted by this Lease or by law to make such repairs or changes or to perform
such services. Lessor shall use its
best efforts to perform such work, except in case of emergency, at times reasonably
convenient to Lessee and otherwise in such manner and to the extent practical
as will not unreasonably interfere with Lessee’s use and occupancy of the
Demised Premises. Lessee shall not be
entitled to any diminution or abatement of rent or other compensation by reason
of any interruption or stoppage.


          (f)          Lessor
reserves the right, without being in breach of any covenant of this Lease, to
stop or suspend the rendition of any services which Lessor shall perform for so
long as may be necessary, by reason of accidents, emergencies, the making of
repairs or changes or by reason of “Unavoidable Delays”, which mean any delays
due to acts of God, governmental restrictions or guidelines, strikes, labor
disturbances, shortages of materials and supplies and for any other causes or
events whatsoever beyond Lessor’s reasonable control. In each instance Lessor shall exercise reasonable diligence to
eliminate the cause of stoppage and to effect restoration of service and shall
give Lessee reasonable notice, when practicable, of the commencement and
anticipated duration of such stoppage.
Lessee shall not be entitled to any diminution or abatement of rent or
other compensation by reason of any interruption or stoppage.


          (g)          If
Lessor’s inspection of the Demised Premises reveals that in Lessor’s sole
judgment, Lessee has failed to maintain the Demised Premises as required by
Article 9(a) and (d) or has made alterations prohibited by Article 9(c), then
Lessor shall give Lessee written notice of such violations. If such violations have not been corrected
within thirty (30) days of Lessee’s receipt of such notice, Lessor shall have
the right to enter the Demised Premises, correct the violation, and charge
Lessee the cost of such correction plus twenty percent (20%) for Lessor’s
overhead.


	
  

 	
  

 	
  

 
	
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10. DAMAGE OR DESTRUCTION


          (a)        If
the Demised Premises are damaged by fire or other casualty, the risk of which
is covered by the insurance policy described in Article 13, this Lease shall
remain in full force and effect and Lessor shall repair or rebuild the Demised
Premises, except for Lessee’s leasehold improvements, to substantially the same
condition as at the time of such damage.
In the case of damage as a result of a risk not covered by the aforesaid
insurance, Lessor shall have the option to either rebuild the Demised Premises
or terminate this Lease.


                      Notwithstanding
the foregoing, if more than 50% (fifty percent) of the floor area of the
Demised Premises is destroyed and restoration of the Demised Premises in
Lessor’s reasonable judgement cannot be completed within six (6) months of the
damage or destruction, Lessee shall have the right to terminate this
Lease. Lessee shall provide Lessor with
written notice of such termination within twenty-one (21) days of such damage
or destruction. In the event the Lessor
undertakes the restoration of the Demised Premises and such restoration is not
substantially completed within six (6) months of the date of such damage or
destruction, Lessee shall be entitled to one (1) day free rent for each day
beyond the six month period that the Demised Premises is not restored.


          (b)        The
rent payable by the Lessee shall be abated or reduced proportionately during
any period in which, by reason of such damage, there is substantial
interference with the operation of the business of the Lessee. Such abatement or reduction shall continue
for the period commencing with the damage and ending with the completion by the
Lessor of such repair and/or reconstruction.


II. CONDEMNATION


          If more
than 50% (fifty percent) of the Demised Premises is taken or condemned under
the exercise of the power of eminent domain by any public body or if the same
is acquired from negotiations in lieu thereof, then Lessee or Lessor, at its
option, may terminate this Lease without liability to the other for damages of
any kind or nature and Lessee hereby waives any interest it may have in the
amount received from the public body; provided, however, that Lessee shall have
the right to file a separate claim and recover from the public body such
compensation as maybe separately awarded to Lessee.. If there is a minor condemnation which does not affect the use of
the property for the purpose intended hereunder, there shall be no adjustment
in the rent due hereunder. If there is
a condemnation which affects Lessee’s use of a portion of the Demised Premises
and neither Lessee nor Lessor elects to terminate this Lease, then the rent and
other charges provided for herein shall be abated proportionately.


12. UTILITIES AND TAXES


          (a)        The
Lessee shall pay all charges for electricity, fuel and other utilities consumed
at the Demised Premises during the Term.
Lessee shall also pay demand or standby charges, which may be charged by
such utilities. The Demised Premises
shall have separate electric and gas meters and the Lessee shall open accounts
directly with such utility companies.
Other utilities shell be included in Complex Operating Costs.


          (b)        Lessee
shall pay Lessor, throughout the Term, “Lessee’s Share of Real Property Taxes”
(as hereinafter defined). Said payment
to the Lessor shall be made at the time such “Real Property Taxes” (as herein
defined) are due to the taxing authority or, if required by a mortgagee or
underlying lessor, on a monthly basis in advance. “Real Property Taxes” shall mean all real estate and ad valorem
taxes, 


	
  

 	
  

 	
  

 
	
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assessments, water and sewer charges, school taxes and other governmental
impositions and charges which shall be levied, assessed, imposed, or have
become due and payable, or liens upon, or arising from the use, occupancy or
possession of the Complex or any part thereof (excluding any particular taxes
assessed due to the peculiar nature of the occupancy of any tenant). The term Real Property Taxes shall not
include (i) any charge, such as a water meter charge and the sewer rent based
thereon, which is measured by consumption or (ii) any municipal, state or
federal taxes based on net income or any estate, inheritance or transfer taxes
or any franchise taxes assessed against or imposed upon Lessor, except to the
extent substituted for the then Real Property Taxes. Whether or not Lessor shall take the benefit of the provisions of
any statute permitting any assessment for public betterments to be paid over a
period of years, Lessor shall, nevertheless, be deemed to have taken such
benefit so that the term Real Property Taxes shall include only the current
annual installment of any such assessment.
Lessor hereby covenants with Lessee that Lessor shall be responsible for
paying and shall pay the Real Property Taxes and shall present receipted tax
bills to Lessee.


          (c)          Lessee’s
Share of Real Property Taxes shall be based upon the number of square feet of
finished and unfinished space in the Demised Premises and the tax rate per
square foot for finished and unfinished space as calculated below. The tax rate per square foot of unfinished
space, expressed in dollars per square foot, shall equal the quotient of: a)
the total Real Property Taxes on the Complex divided by the sum of (i) two
times the total number of square feet of finished space in the Complex plus
(ii) the total number of unfinished square feet in the Complex. The tax rate per square foot of finished
space shall be twice the tax rate per square foot of unfinished space.


          Lessee’s
Share of Real Property Taxes shall be the dollar amount equal to a) the number
of square feet of finished space in the Demised Premises times the tax rate per
square foot of finished space plus b) the number of square feet of unfinished
space in the Demised Premises times the tax rate per square foot of unfinished
space.


          Finished
space shall be any space with air conditioning and enhanced lighting or
finishes, which is used for purposes other than manufacturing, storage or
distribution.


Example:



	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Total sq.ft.
 of finished space

 	
  

 	
 25,000 s.f.

 	
  

 
	
  

 	
 Total sq.ft.
 of unfinished space

 	
  

 	
 75,000 s.f.

 	
  

 
	
  

 	
 Total Taxes
 on Complex

 	
  

 	
 $100,000

 	
  

 
	
  

 	
 Sq.ft. of
 finished space in Demised Premises

 	
  

 	
 7,000 s.f.

 	
  

 
	
  

 	
 Sq.ft. of
 unfinished space in Demised Premises

 	
  

 	
 18,000 s.f.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Tax Rate per
 sq.ft. of unfinished space = $100,000 / (2 x 25,000 s.f.) + 75,000) =
 $0.80/s.f.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Tax Rate per
 sq.ft. of finished space = $0.80/s.f. x 2 = $1.60/s.f.

 	
  

 



Lessee’s Share of Real Property
Taxes = (7,000 s.f. x $1.60/s.f.) + (18,000 s.f. x $0.80/s.f.) = $25,600


          As the
Demised Premises is improved the total area of finished space in the Demised
Premises is 12,604 square feet.


          (d)          Lessee
at all times shall be responsible for and shall pay, before delinquency, all
taxes levied or assessed by any governmental authority on any leasehold
interest, any investment of Lessee in the Demised Premises, or any personal
property of any kind owned, installed or used by Lessee or on Lessee’s right to
occupy the Demised Premises. In the
event that Real Property Taxes are not separately assessed or 


	
  

 	
  

 	
  

 
	
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attributable to such additions, the informal decision by the Tax
Assessor with respect thereto shall be binding on the parties.


13. INSURANCE


          I.     During
the Term of the Lease, Lessor shall carry and maintain the following types of
insurance in the amounts specified and Lessee shall reimburse Lessor, Lessee’s
Share of all premiums and coverage for insurance as part of the Complex
Operating Costs:


                    (a)          Fire
and Allied Perils Insurance including extended coverage, vandalism and
malicious mischief and “Special Risk of Loss/Special Property Form” insurance
covering the Demised Premises against loss or damage by fire, extended
coverage, vandalism and malicious mischief, and “special risk of loss”
insurance contracts in amounts not less than the Full Replacement Cost of the
Demised Premises as specified by Lessor.


                                  Policy
shall provide for an agreed amount endorsement, which shall suspend the
coinsurance provision of the property policy.


                                  “Full
Replacement Cost” (as herein defined) shall be construed to mean replacement
cost, without regard to depreciation.
The Full Replacement Cost shall be determined periodically by the Lessor
or by the Mortgagee holding the mortgage on the Demised Premises.


                    (b)          Rent
or rental value insurance against loss of rent or rental value due to fire,
extended coverage, vandalism and malicious mischief and the “Special Risk of
Loss” insurance contracts, and in the amount equal to Basic Rent for the
Demised Premises plus the estimated amount of Real Estate Taxes and Complex
Operating Costs payable by Lessee for a period of not less than one (1) year
from the date of the loss.


                    (c)          Landlord’s
Liability Insurance including bodily injury and property damage insuring the
Lessor against liability for injury to persons or damage to property occurring
in or about the Demised Premises arising out of the ownership, maintenance or
use thereof.


                    (d)          A
“Difference in Conditions” insurance policy, including flood and earthquake,
shall be secured by the Lessor at the option of the Lessor in situations and
circumstances where such insurance is required.


          II.     In addition, during the Term of this Lease, Lessee
shall carry and maintain for the benefit of the Lessor:


                    (a)           A
Boiler and Machinery insurance policy providing Full Replacement Cost coverage
on any boilers, vessels, objects, machinery, (including air conditioning equipment)
and equipment located within the Demised Premises.


                    (b)          Comprehensive
Public Liability Insurance, including bodily injury and property damage on an
occurrence basis, insuring the Lessor and Lessee (and naming Lessor as an additional
insured) against liability for injury to persons or damage to property
occurring in or about the Demised Premises arising out of the ownership,
maintenance, or use thereof. The
liability under such insurance shall not be less than $5,000,000 for any one
person injured or killed and not less than $5,000,000 for any one accident and
such insurance shall not be less than $5,000,000 for any property damage per
occurrence, either on an individual or on a combined single limit basis.


	
  

 	
  

 	
  

 
	
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                        (c)          Plate
glass insurance for all glass on the Demised Premises with a company acceptable
to the Lessor, or the Lessee may self-insure such plate glass insurance
exposure and shall be solely responsible for the replacement of damaged plate
glass and clear plastic panels at the Lessee’s expense.


          In
connection with this Article 13, the Lessee shall obtain such insurance from an
insurance company or companies acceptable to Lessor and the Lessee shall
furnish the Lessor with a Certificate of Insurance indicating the coverage and
limits of liability applicable thereto and evidencing the inclusion of the
Lessor as an additional named insured under such policy, “As their interests
may appear”.


          The
“Certificate of Insurance” described above shall contain a thirty (30) day
cancellation clause clearly shown therein.


          All
policies of insurance (except liability insurance) shall provide by endorsement
that any loss shall be payable to the Lessor, Lessee, or any mortgagee as their
respective interests may appear.


          In the
event any policy recited to this Article 13 shall contain a deductible
provisions, said deductible, if incurred, shall be charged to the Complex as a
Complex Operating Cost with respect to the coverages enumerated in Article
13.I. or shall be the responsibility of the Lessee with regard to Article
13.II.


          To the
extent permitted by the insurance companies furnishing any of the above
coverage there shall be a mutual waiver by the Lessor and the Lessee of
subrogation so that with respect to any loss which is covered or required by
this Lease to be covered by insurance carried by Lessor or Lessee each releases
the other from any and all claims with respect to any losses occurring thereunder.


14. SUBORDINATION


          (a)          Lessee
agrees that this Lease shall be subordinate to any mortgage, deed of trust or
any other hypothecation for security which has been or may be placed on the
Demised Premises or any part thereof and to any and all advances made or to be
made thereunder, and to all renewals, replacements and extensions thereof,
requested and made by Lessor and such subordination is hereby made effective
without any further act to be done by Lessee. Provided, however, in the event
any documents including subordination agreements, lease ratification agreements
and other necessary documents are required to be signed by Lessee to effectuate
the purposes of this Article or the financing or refinancing of the Demised
Premises, Lessee does hereby agree to execute all reasonable documents upon
written demand by Lessor, and to furnish such financial information as may be
reasonably required.


          Lessor
shall use reasonable efforts to obtain a non-disturbance agreement from any future
holder of any mortgage on the Complex. Such non-disturbance agreement shall be
in recordable form and shall specify that the mortgage holder will not alter
the terms of this Lease or otherwise disturb Lessee’s quiet enjoyment of the
Demised Premises as long as Lessee is not in default under the terms of the
Lease beyond any applicable periods of notice and grace.


15. CONDITIONAL LIMITATION AND DEFAULT
PROVISIONS


          Subject to
any contrary provisions of any applicable law, the following shall be conditional
limitations of this Lease and events of default:


	
  

 	
  

 	
  

 
	
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          (a)          Lessee’s
failure to pay Rent, Lessee’s Share of Real Property Taxes or Complex Operating
Costs due and payable hereunder, which failure is not cured within ten (10) days
after written notice of such failure from the Lessor to the Lessee.


          (b)          The
nonperformance or violation of the terms and conditions of any other
obligations required hereunder by the Lessee, which nonperformance or violation
is not cured within thirty (30) days after written notice thereof from the
Lessor to Lessee. If such nonperformance or violation cannot be cured within
said 30-day period; the same will not be a default if the Lessee exercises due
diligence, in the sole discretion of the Lessor, to cure such nonperformance or
violation as promptly as possible.


          (c)          Lessee’s
abandonment of the Demised Premises for ten (10) days.


          (d)          Lessee’s
filing of voluntary bankruptcy proceedings or the making of an assignment for
the benefit of creditors, or the filing of an involuntary bankruptcy
proceeding, which involuntary proceeding is not terminated and dismissed within
sixty (60) days after such filing.


          In the
event of such uncured defaults, Lessor may:


          (a)          Terminate
this Lease and render it null and void and the Term of this Lease shall expire
and all right, title and interest of the Lessee shall expire and terminate as
fully and completely as if the default day were the date the Term of this Lease
expired, and Lessee will then immediately quit and surrender the Demised
Premises to the Lessor.


          (b)          Reenter
the Demised Premises and receive rent therefrom.


          (c)          Re-let
the Demised Premises and receive rent therefrom.


          (d)          As
liquidated damages, accelerate the balance of the rental payments due under the
terms of this Lease.


          Lessee
shall remain liable for the rent and other charges as provided for herein.
Lessee shall also be liable for any repairs or alterations necessary to prepare
the Demised Premises for re-letting. Lessee waives any rights to damages
against Lessor by reason of any negligent acts taken by Lessor under provisions
of this Article after such default.


16. TERMINATION


          Upon the
expiration of the Term of this Lease, or any earlier termination thereof,
Lessee shall surrender the Demised Premises to Lessor in a clean, wholesome and
sanitary condition and in good condition and repair, reasonable wear and tear
and insured casualties excepted. All structural alterations and improvements
which have been made or installed by Lessee and any and all built-in or
replacement fixtures, including all nonportable refrigerated air conditioning
equipment, all heating equipment, all electrical fixtures and units together
with all conduits and wirings in connection with all of said fixtures,
originally installed by Lessee or replaced by Lessee during the Term of this
Lease, in or upon or about the Demised Premises, shall be the property of
Lessor and shall be surrendered to Lessor without any payment therefor; or, in
the alternative, at Lessor’s request, except as provided in Article 4 (b)
Lessee shall, prior to termination, remove any fixture, machinery or signs that
Lessor may designate and otherwise restore the premises to its original
condition, reasonable wear and tear and damage by the elements or other
casualty excepted.


	
  

 	
  

 	
  

 
	
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Lessee’s laboratory cabinets, counters, sinks and other ancillary
equipment are specifically excluded from the above.


          Twelve (12)
months prior to expiration of the Term of this Lease, Lessor shall have the
right to enter the Demised Premises upon reasonable advance notice to Lessee
for the purpose of showing same to prospective tenants or purchasers.


17. HOLDING OVER


          In the
event Lessee shall hold the Demised Premises after the expiration of the Term
hereof, with or without the consent of the Lessor, such holding over shall be
deemed to have created a tenancy from month to month, terminable on thirty (30)
days notice by either party to the other and subject to all the terms,
conditions, covenants and agreements of this Lease, except that rental shall be
one and one-half (1.5) times the normal rent.


18. COMMISSIONS


          Lessor
shall pay any commissions payable with regard to this Lease and any provision
hereunder. Lessee represents that Lessee dealt with no broker other than
Insignia\ESG, Inc., having an office at Park 80 West Plaza One, Saddle Brook,
New Jersey 07663, in connection with the Lease, and accordingly, Lessee agrees
to indemnify and hold Lessor harmless from the claim of any other broker with
regard to this Lease. Lessor agrees to indemnify and hold Lessee harmless from
the claim of any other broker which Lessor has dealt with regard to this Lease.


19. INSPECTION OF PREMISES


The Lessor
or its representatives shall be entitled at reasonable times, and upon
reasonable advance notice, to enter the Demised Premises for the purpose of
inspecting the same, subject to Lessee’s reasonable security regulations.


20. FINANCIAL STATEMENTS


          The Lessee
shall upon the request of Lessor furnish Lessor (not more then once per
calendar year) published Financial Statements of the Lessee in a form
reasonably satisfactory to Lessor. Such statements shall include an income
statement, balance sheet and all appropriate footnotes. Audited financial
statements shall be provided as available.


21. INDEMNIFICATION


          A.          Lessee
agrees that Lessor shall not be liable to Lessee or any other person or persons
for or on account of any injury or damage occasioned in or about the Demised
Premises, the Complex and the Exclusive Outside Area to persons or property of
any nature or sort whatsoever or for or on account of any injury to person or
property that may result by reason of any lack of repair of the Complex or
improvements thereof, or by reason of the acts of any persons on the Complex or
for any other reason whatsoever unless such damage or injury was occasioned by
the negligence or willful misconduct of Lessor, its agent, employees or
invitees; Lessee agrees to indemnify and hold Lessor harmless from and on
account of any and 


	
  

 	
  

 	
  

 
	
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all loss, damage, liability, expense, costs and counsel fees arising
out of or resulting from or incurred in connection with the matters herein or
before specified and subject to the limitations set forth herein, and from any
and all liability arising from any occurrence causing injury to any person or
property whomsoever or whatsoever.


          B.          Lessee
hereby agrees to handle, store or dispose of any hazardous or toxic waste or
substance upon the Demised Premises in compliance with federal, state or local
statues, ordinances or regulations. Lessee hereby covenants to indemnify and
hold Landlord, its successors and assigns, harmless from any loss, damage,
claims, costs, liabilities or clean-up costs arising out of Lessee’s use,
handling, storage, or disposal of any such hazardous or toxic wastes or
substances on the Demised Premises. Lessee agrees to indemnify Lessor for any
and all expenses incurred in connection with, and all liabilities resulting
from, any violation of any environmental law, regulation, ordinance or court
order pertaining to the Demised Premises arising other than from an action or
omission by the Lessor, or its agents, employees, invitees or other lessee’s.
Except as provided for in Article 27 (12), Lessee shall notify Lessor of all
Hazardous Substances (as defined in Article 27.11) handled or stored within the
Demised Premises.


          C.          Lessor
represents and warrants that the execution of this Lease does not require
compliance with the New Jersey Environmental Cleanup Responsibility Act
(N.J.S.A. 13:1 K-6 et seq.)


22. WAIVER OF TRIAL BY JURY


          It
is mutually agreed between the Lessor and the Lessee that the respective
parties hereto shall and do hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties against the other
on any matters whatsoever arising out of or in any way connected with this
Lease, including rents or additional rents, the Lessee’s use or occupancy of
the Demised Premises, and/or any claim of injury or damage.


23. RECOVERY OF COSTS


          In
the event that any action or proceeding shall be brought for the purpose of
determining or enforcing the rights of either party hereunder, the party
prevailing in such actions or proceedings shall be entitled to recover from the
other party all costs reasonably incurred by the prevailing party in connection
with such action or proceeding including reasonable attorney’s fees to be
determined by the Court.


24. NOTICE


          Any
notice required to be given hereunder shall be mailed by registered or
certified mail to Lessor at 485 Washington Avenue, Pleasantville, New York
10570, and to Lessee at Coty, Inc., a subsidiary of Joh A. Benckiser GmbH, 1325
Avenue of the Americas, New York, New York 10019, or at such other place as the
parties may designate in writing.


25. SUCCESSORS AND ASSIGNS


          This
Lease shall inure to and be binding upon the respective heirs, executors,
administrators, successors and assigns of the respective parties.


	
  

 	
  

 	
  

 
	
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26. LESSOR


          Lessee
shall be confined to and look solely to the estate and interest of Lessor, its
successors and assigns, in the Complex and any insurance thereon or the
proceeds therefrom, for the collection of any sum due to Lessee for any reason,
and no other property or assets of Lessor shall be subject to levy, execution
or other enforcement procedure for the satisfaction of Lessee’s remedies under
or with respect to either this Lease, the relationship of Lessor and Lessee
hereunder or Lessee’s use and occupancy of the Demised Premises.


27. OPERATION AND MANNER OF USE BY LESSEE


          Lessee
shall, at Lessee’s own cost and expense, observe the following rules and
regulations:


          1.          keep
the inside of all glass in the doors and windows of the Demised Premises clean;


          2.          replace
promptly any plate glass of the Demised Premises cracked or broken due to
Lessee’s misuse or neglect with glass of like kind and quality;


          3.          keep
all garbage, trash, rubbish or refuse in rat-proof containers until removed,
which containers shall be supplied by Landlord;


          4.          have
all garbage, trash, rubbish or refuse removed on a regular basis;


          5.          keep
all mechanical apparatus free of vibration and noise which may be transmitted
beyond the Demised Premises, to the extent the same would violate any covenant
of quiet enjoyment in any other lessee’s lease;


          6.          comply
with all laws, codes, rules, regulations, orders, directives and requirements
of all governmental authorities having jurisdiction, and with all codes, rules,
regulations, orders, directions, requirements and recommendations of the board
of fire underwriters and the fire insurance rating organization having
jurisdiction over the area in which the Demised Premises are located or other
bodies or agencies now or hereafter exercising similar functions in the area in
which the Demised Premises are located, in any way pertaining to the use and
occupancy of the Demised Premises by Lessee or pertaining to any signs erected
by Lessee outside the Demised Premises, and whether directed to Lessor or
Lessee. Notwithstanding the foregoing, Lessee shall not be required to make
alterations to the Demised Premises which are not related to Lessee’s
particular use of the Demised Premises. If Lessee’s use of toxic, volatile or
hazardous materials results in the requirement for modifications to the Demised
Premises or the Complex, Lessee shall be responsible for making such
modifications;


          7.          not
use or occupy the Demised Premises so as to require alterations or additions to
be made thereto or to the Complex as a result of any law, code, rule,
regulation, order, requirement or directive of any governmental authority
having jurisdiction, or any code, rule, regulation, order, requirement,
directive or recommendation of the local board of fire underwriters or of the
fire insurance rating organization having jurisdiction, or any other body or
agency as hereinabove described;


          8.          not
disfigure or deface the Demised Premises or the building and not permit or
suffer any waste or any nuisance, or allow the Demised Premises to be used for
any unlawful purpose;


	
  

 	
  

 	
  

 
	
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          9.          not
cause or permit any objectionable or noxious odor to emanate or be dispelled
from the Demised Premises;


          10.          diligently
perform any and all of Lessor’s obligations with respect to compliance with
environmental laws, regulations, rules and court orders as they pertain to the
Demised Premises and Lessee’s use thereof; and


          11.          not
conduct or permit its agents or employees to conduct any operations on the
Demised Premises which can reasonably be characterized as refining, producing,
storing, handling, transferring, processing or transporting “Hazardous
Substances” as such term is defined in NJSA 58: 10-23, 11 b(k), without
Lessor’s express prior written consent to each individual type of operation.


          12.          Notwithstanding
anything contained herein to the contrary and in accordance with all the
applicable laws, codes, and regulations in effect, Lessee shall be permitted to
use chemicals in the Demised Premises, which are related to Lessee’s normal
research procedures. 1. In addition to Lessee complying with all the terms and
conditions of this Article 27 and Article 21, Lessee shall be required at
Lessor’s reasonable request at the expiration of the Lease at Lessee’s cost and
expense to perform a Phase I environmental study. If the results of such Phase
I requires additional testing, Lessee at Lessee’s cost and expense shall
perform a Phase II environmental study of the Demised Premises and Lessee’s
loading area.


28. SHORING


          If an
excavation or other substructure work shall be undertaken or authorized upon
land adjacent to the Demised Premises, Lessee, without liability on the part of
Lessor therefor, shall afford to the person causing or authorized to cause such
excavation or other substructure work license to enter upon the Demised
Premises for the purpose of doing such work as such person shall deem necessary
to protect or preserve any of the walls or structures of the building or
surrounding lands from injury or damage and to support the same. Such entry
shall be accomplished in the presence of a representative of Lessee. The said
license to enter shall be afforded by Lessee without any diminution or
abatement of rent on account thereof provided that such entry shall not
unreasonably interfere with Lessee’s use of the Demised Premises.


29. LEASE MODIFICATION


          In the
event any lending institution funding the Demised Premises or the Complex for
the Lessor shall request reasonable modifications of this Lease as a condition
of obtaining financing, Lessee will not unreasonably withhold, delay or defer
its consent thereto, provided that such modifications do not adversely affect
to a material degree the Lessee’s leasehold interest hereby created or increase
the Basic Rent or Lessee’s Share of Complex Operating Costs or change the Term
of this Lease or in any way increase Lessee’s obligations hereunder.


30. CONSTRUCTION OF LEASE


          (a)          The
remedies available to Lessor under the terms of this Lease shall be cumulative
and the exercise of one remedy shall not constitute an election of remedies.


          (b)          This
Lease shall be constructed in accordance with the laws of the State of New
Jersey.


          (c)          The
term Lessor (as used herein) shall mean only the owner for the time of such
ownership of the Lessor’s interest in this Lease and such owner and each
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the extent as set forth in Article 26 hereof, only with respect to
obligations arising during the period of its respective ownership in the
Complex.


          (d)          The
Lessee agrees not to record this Lease or a notice of the same.


          (e)          If
any term or provision of this Lease or the application thereof shall be
determined to be invalid or unenforceable, the remainder of this Lease shall be
valid and enforceable to the fullest extent of the law.


          (f)          This
Lease contains the entire agreement between the parties and no oral statements
or representations or prior written matter not contained herein shall have any
force or effect. This Lease shall not be modified in any way except by a
writing executed by both parties.


31. ASSIGNMENT-SUBLETTING


          (a)          Lessee
shall not have the right to sublet or transfer (by assignment, or in any other
manner (hereinafter referred to as sublet)) this Lease, or mortgage or
otherwise encumber the leasehold interest of Lessee without first giving Lessor
a written request for such transfer and without first obtaining in each and
every instance the previous written consent of the Lessor. Any assignment or
hypothecation of the Demised Premises without the written consent of Lessor,
shall be null and void. In no event shall Lessee be released from any liability
hereunder.


          (b)          In
the event that Lessee desires to sublet the Demised Premises, in whole or in
part, Lessee shall notify Lessor of its intention to do so. Lessor shall have
thirty (30) days from the receipt of said notice to cancel this Lease, in which
event Lessor shall notify Lessee, and this Lease shall terminate as of the
ninetieth (90th) day following Lessee’s notice to Lessor and Lessee shall be
relieved of any further liability hereunder. Subject to the terms of paragraph
(e) herein, in the event Lessee serves such notice of its intention to sublet
upon Lessor and Lessor does not exercise its said option to cancel within said
30-day period and there are no other conditions that might prevent a sublet,
Lessee may then solicit sublet proposals for the Demised Premises, in whole or
in part, at the then current market rental rate, for Lessor’s approval.


          (c)          Market
rental shall be defined as mutually agreed between Lessor and Lessee. If Lessor
and Lessee cannot agree on the definition of market rental, then the market
rental shall be set by an M.A.I. licensed real estate appraiser acceptable to
both Lessor and Lessee.


          (d)          Upon
submission to Lessor by Lessee of a Sublet Agreement for the Demised Premises,
in whole or in part, (said Agreement being subject to the Lessor’s written
approval, mortgagee’s written approval, and this underlying Lease) executed by
and between the Sublessor (and assigns) and Sublessee, Lessor may again at
Lessor’s sole option, elect to terminate this Lease as of the effective date of
the proposed transfer or sublet by giving Lessee written notice thereof within
ten (10) days of Lessee’s submission of said Sublet Agreement to Lessor. In the
event that Lessor so elects to terminate this Lease, the same will terminate
and Lessee shall be released from liability hereunder for the balance of the
Term of this Lease. In the event that Lessor does not notify Lessee within said
ten (10) day period of Lessor’s intent to terminate this Lease, then Lessee may
enter into such Sublet Agreement with subtenant. In no event, however, shall
Lessee be permitted to sublet the Demised Premises at a rental rate less than
the then current market rental.


In the event of a Sublet only Lessor’s right to terminate this Lease
under this Article shall apply only to that portion of the Demised Premises
being Sublet


	
  

 	
  

 	
  

 
	
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          (e)          Notwithstanding
anything contained herein to the contrary, Lessee shall have the right (which
shall not be subject to Lessor’s right of termination) to sublet up to 75 % of
the Demised Premises. Such right is subject to the following:


          That Lessee
is not in default under the terms and conditions of the Lease or if Lessee’s is
in a non monetary default and is diligently prosecuting to cure such non
monetary default within 90 days of such default, Lessee may Sublet.; and,


          That such
Sublet is not more than 85% of the term of the Lease; and,


          Lender’s
right of approval.


          All Sublets
shall be subject to Lessor’s right to recapture of 50 % of any profit derived
from such Sublet by Lessee. Profit for the purpose of this paragraph shall mean
the excess of the net rent paid under the Sublet over the net rent paid by
Lessee, less brokerage, Lessee’s reasonable attorney’s fees and construction
costs related to the Sublet amortized over the life of the Sublet. Such Profit
shall be paid to Lessor as additional rent over the term of the Sublet.


          (f)          Nothing
contained herein shall be construed to release Lessee of any of its obligations
under the terms and conditions of the Lease.


          (g)          Where
Lessor’s consent is required per this Article, such consent shall not be
unreasonably withheld.


32. OPTION(s) TO RENEW


          Provided
Lessee is not in default hereunder, Lessee shall have the right to renew the
Term of this Lease for two (2) additional terms of five (5) years, which
periods shall be designated as the “Renewal Term(s)”. Lessee shall accept the
Demised Premises in its “Where Is” and “As-Is” condition for each of said
Renewal Term(s). Lessee shall exercise this renewal option by giving Lessor not
more than 18 months but not less than twelve- (12) month’s prior written notice
of its intention to renew the Term of this Lease. Upon receipt by Lessor of
such notice, the Term of this Lease shall be deemed to have been extended for
the designated Renewal Term from the expiration of the current term as defined
herein, upon the same terms and conditions as during the Term hereof, except as
otherwise provided for herein.


          a.          First
Five Year Renewal Option (“First Renewal Term”)

The Basic Rent during the First Renewal Term shall be based on the prevailing
rental rates for properties of equivalent quality, size, utility and location
within Morris County, State of New Jersey, with the length of the Lease Term
and credit standing of Lessee herein to be taken into account as of the date of
each renewal, but in no event shall the Basic Rent be less than $12.25 per sq.
ft Net Net Net per annum or higher than $18.00 per sq. ft. Net Net Net per
annum.


          Within
thirty (30) days of Lessor’s receipt of notice of Lessee’s intent to exercise
the renewal option, Lessor and Lessee shall agree upon the prevailing rental
rate, which will apply to the Basic Rent during the First Renewal Term. In the
event that Lessor and Lessee cannot come to such an agreement, the renewal rate
shall be determined as follows:


          Within the
next thirty (30) days, Lessor and Lessee shall each select an arbitrator who
shall be a real estate broker licensed in the area in which the building is
situated and having a minimum of five (5) years experience in leasing
industrial and office space. Notice shall be given to the other party of the
name of the arbitrator selected. If either Lessor or Lessee fails to appoint
such an arbitrator within the allotted time, the arbitrator appointed by the
other party shall make the determination of the then prevailing rental rate and
this determination shall be final and binding on both parties hereto.


	
  

 	
  

 	
  

 
	
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          If both
Lessor and Lessee appoint an arbitrator in accordance with the provisions above
and the two arbitrators cannot agree upon a prevailing rental rate within
thirty (30) days following their appointment, the two arbitrators shall
forthwith select a third arbitrator having like qualifications and each of the
original arbitrators will immediately submit his or her judgment as to the fair
market rent in writing to the third arbitrator. The third arbitrator will
choose and decide on one of the two prevailing rental rates submitted by the
two original arbitrators within ten (10) days and the selection of the third
arbitrator shall be final and binding on both parties. In the event the two
arbitrators appointed by the Lessor and Lessee cannot agree upon a third
arbitrator, then the third arbitrator shall be appointed by the New Jersey
Chapter of the Society of Industrial Realtors. The prevailing rental rate
agreed to by the two appointed arbitrators or, if applicable, the prevailing
rental rate selected by the third arbitrator, shall be final and binding upon
the parties hereto. Lessor and Lessee shall each bear the expense of the
respective arbitrator appointed by each and the expense of a third arbitrator,
if needed shall be shared equally by both parties. To reiterate in no event
shall the Basic Rent be less than $12.25 per sq. ft Net Net Net per annum or
greater than $18.00 per sq. ft. Net Net Net per annum.


          b.          Second
Five-Year Renewal Option (“Second Renewal Option”). Based on CPI: The increase
in the Basic Rent during the Second Renewal Term shall be related to the
Consumer Price Index All Urban Consumers, New York, New York - Northeastern New
Jersey and the Escalation Base for Basic Rent shall be the Basic Rent for the
First Renewal Term. The Index as of the first month of the First Renewal Term
shall constitute the Base Index. The Index as of the last month of the First
Renewal Term shall constitute the Renewal Index. The Renewal Index shall be
divided by the Base Index; this percentage shall be multiplied by the
Escalation Base to determine the Basic Rent during the Second Renewal Term. For
example, assume that the Base Index is 120; the Renewal Index is 135; and the
Basic Rent during the First Renewal Term is $270,000: The Basic rent for the
Second Renewal Term should be (135 / 120 = 1.125% x $270,000 = $303,750). In no
event shall the annual Basic Rent for the Second Renewal Term be less than the
annual Basic Rent during the last year of the First Renewal Term.


33. Right of First Offer.


                       Subject to
the rights of other tenants in the building, and pursuant to the following,
Lessee shall have a one time right to lease in whole and not in part, or unless
otherwise agreed to in writing by Lessor and Lessee, all of the “Expansion
Space” adjacent to its Demised Premises as delineated on Exhibit A pursuant to
the following terms and conditions:


                       Should
Lessor receive a bonafide third party offer for all the Expansion Space, Lessor
shall notify Lessee in writing (“Lessor’s Notice”) of its intention to lease
said Expansion Space to a third party. Within five (5) business days of
Lessor’s Notice, Lessee must notify Lessor in writing of its intention to lease
all of said Expansion Space (“Lessee’s Notice”) at the same Basic Rent and
terms and conditions of the Lease on the Demised Premises but in no event shall
the Basic Rent be less than the then Fair Market Rate for the Expansion Space
as determined in Article 32(a). The Term of the Lease for the Expansion shall
not be less than five years. Should Lessee exercise this right, all of said
Expansion Space shall be added to Lessee’s Demised Premises and commencement of
Basic Rent for the Expansion Space shall occur thirty (30) days from the date
of Lessee’s Notice to lease the Expansion Space. Notwithstanding anything
contained herein to the contrary, Lessee shall accept said Expansion Space in
its “As-Is” condition and shall be responsible for any improvements for said
Expansion Space.


                       If after
five (5) business days Lessee has not notified Lessor in writing pursuant to
the conditions above, then Lessor may lease all or part of Expansion Space to
any third party without any further obligation to Lessee. This Right of First
Refusal will, therefore, expire and Lessee shall have no further option to
lease the Expansion Space for the remainder of Lessee’s lease term.


	
  

 	
  

 	
  

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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 LESSOR:

 
	
  

 	
  

 
	
  

 	
 BAKER
 PROPERTIES

 
	
  

 	
 LIMITED
 PARTNERSHIP

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 BAKER
 COMPANIES, INC.

 
	
 WITNESS

 	
  

 	
 Its General
 Partner

 
	
 /s/ Mark
 Thompson

 	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 By:   /s/
 Philip King

 
	
 WITNESS

 	
  

 	
 Philip King

 
	
 /s/ Don
 Johnson

 	
  

 	
 Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 LESSEE:

 
	
  

 	
  

 
	
  

 	
 COTY US INC.

 
	
  

 	
 A indirectly
 owned subsidiary of

 
	
  

 	
 JOH A.
 BENCKISER GmbH

 
	
  

 	
  

 	
  

 
	
 WITNESS

 	
  

 	
  

 
	
 /s/
 ILLEGIBLE

 	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 By:  /s/
 Francis X. Suozzi

 
	
  

 	
  

 	
  

 
	
 WITNESS

 	
 Typed Name:

 	
 Francis X.
 Suozzi

 
	
 /s/
 Charlotte Comfort

 	
  

 	
 Sr. Vice
 President,

 
	
  

 	
  

 	
 Finance
 & Corporate Development

 




	
  

 	
  

 	
  

 
	
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 STATE OF NEW
 YORK

 	
  

 	
 :

 
	
  

 	
  

 	
  

 
	
  

 	
 : ss:

 	
  

 
	
  

 	
  

 	
  

 
	
 COUNTY OF
 WESTCHESTER

 	
  

 	
 :

 


          On
the        day of        ,
2000 before me personally appeared Philip king to me known and known to me to
be the Vice President of Baker Companies, Inc., to me known and known to me to
be the General Partner of Baker Properties Limited Partnership, and known to me
to be the person described in and who executed the foregoing instrument in the
partnership name, and he duly acknowledged the foregoing instrument to be his
free act and deed and the free act and deed of said partnership.


NOTARY


	
  

 	
  

 	
  

 
	
 STATE OF NEW
 JERSEY

 	
  

 	
 :

 
	
  

 	
  

 	
  

 
	
  

 	
 : ss.:

 	
  

 
	
  

 	
  

 	
  

 
	
 COUNTY OF
 MORRIS

 	
 :

 	
  

 


          On
this        day of        ,
2000 before me, personally came                    to
me known, who being by me duly sworn did depose and say that he resides
at                          that
he is the                    ,
of                    ,
the corporation described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by order of the board of
directors of said corporation, and that he signed his (her) name thereto by
like order.


NOTARY


	
  

 	
  

 	
  

 
	
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EXHIBIT A


[Floor Plan]





EXHIBIT B


[Floor Plan]







COMMENCEMENT
DATE STATEMENT


This Commencement Date Statement is annexed to and forms a part of the
Lease Agreement dated the 31st day of March, 2000 between Baker Properties,
L.P., as Lessor, and Coty US, Inc. as Lessee, (“Lease”) covering the 14,391
square foot premises located at 118 American Road, Morris Plains, New Jersey
described in Exhibit “A” and “B” of the Lease.


Lessor and Lessee agree that the Commencement Date for said Lease is
April 1, 2000, and that Lessee’s obligation to pay the Basic Rent shall
commence on April 1, 2001, and that Lessee’s obligation to pay Complex
Operating Costs, Real Property Taxes, and other charges shall commence on April
1, 2000, and the expiration date of said Lease is June 30, 2010.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LESSEE

 	
  

 	
 LESSOR

 
	
  

 	
  

 	
  

 
	
 COTY US, INC.

 	
  

 	
 BAKER PROPERTIES

 LIMITED PARTNERSHIP

 

 BAKER COMPANIES, INC.

 Its General Partner

 
	
  

 	
  

 	
  

 
	
 By:

 	
   /s/
 ILLEGIBLE

 	
  

 	
 By:

 	
   /s/
 Phillip King

 
	
  

 	 

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
      Philip
 King - Vice President

 
	
  

 	
  

 	
  

 	
  

 
	
 Date: April
 24, 2000

 	
  

 	
 Date: May 3,
 2000

 





	
  

 	
  

 	
  

 
	
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Execution
Copy 


American Enterprise Park

Morris Plains, New Jersey


Coty US LLC

First Addendum

To

Lease of Improved Property


This First Addendum to Lease of Improved Property (this “First
Addendum”) made as of this 1st day of August, 2006 by and
between Baker Properties Limited Partnership,
485 Washington Avenue, Pleasantville, New York (“Lessor”) and Coty US LLC, formerly known as Coty US,
Inc. organized under the laws of the State of Delaware having an office and
principal place of business at 410 American Road, Morris Plains, New Jersey
07950, hereinafter referred to as “Lessee”.


WITNESSETH:


WHEREAS, Lessor and
Lessee previously entered into a written Lease Agreement dated March 31, 2000
(as further modified hereby and as the same may be modified from time to time,
the “Lease”);
and,


WHEREAS, The Lease
provides for the demise from Lessor to Lessee of 14,391 sq. ft. of space in a
building located in American Enterprise Park, at 118 American Road, Morris
Plains, New Jersey (“Demised Premises”); and,


WHEREAS, Lessor and
Lessee desires to extend the Term of the Lease through and including July 31,
2016.


NOW THEREFORE, in
consideration of the mutual covenants herein set forth and for other good and
valuable consideration, the parties agree to modify the Lease pursuant to the
terms and conditions as set forth herein:


          1.          Capitalized Terms. All capitalized
words used herein are as defined in the Lease, if not defined herein.


          2.          Lease Term. The Term of the Lease is
hereby extended through and including July 31, 2016.


          3.          Rent. The Basic Rent (as defined in
Article 3 of the Master Lease) shall be modified as follows:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 From

 	
  

 	
 To

 	
  

 	
  

 	
  

 	
 Basic Rental

 	
  

 	
  

 
	 

 	
  

 	 

 	
  

 	
  

 	
  

 	 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Annual

 	
  

 	
 Monthly

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	 

 	
  

 	 

 	
  

 
	
 Present

 	
  

 	
 9/30/07

 	
  

 	
 $147,507.72

 	
  

 	
 $12,292.31

 
	
 10/1/07

 	
  

 	
 6/30/10

 	
  

 	
 $161,898.72

 	
  

 	
 $13,491.56

 
	
 7/1/10

 	
  

 	
 7/31/16

 	
  

 	
 $181,326.60

 	
  

 	
 $15,110.55

 



payable in
equal monthly installments in advance on the first day of each month. In
addition, Lessee shall be responsible for its pro rata share of all other
charges per the terms and conditions of the Lease to include but not limited to
Lessee’s share of the Real Property Taxes, Complex Operating Costs and
Utilities.







Execution
Copy


          4.           Cross Default. The Lease is hereby
modified that it shall be a default under the Lease if Lessee defaults under
that certain Lease Agreement dated November 12, 1992 for space in the building
located at 410 American Road, Morris Plains, New Jersey 07950 (the “Master Lease”),
which was amended by a First Addendum dated February 4, 1994 (the “First
Addendum”), by a Second Addendum dated March 10, 1997 (the “Second
Addendum”), by a Third Addendum dated January 23, 2000 (the “Third
Addendum”), by a Fourth Addendum dated March 31, 2000 (the “Fourth
Addendum”) and by a Fifth Addendum dated as of the date hereof (the
“Fifth
Addendum”) (the Master Lease, as amended by the First Addendum,
Second Addendum, Third Addendum, Fourth Addendum and Fifth Addendum and as the
same may be further modified from time to time, is hereinafter referred to as
the “400
Building Lease”).


          5.          
Option to Renew. The Lessee’s options to renew the Lease
as established in Article 32 of the Lease are hereby deleted and replaced with
the renewal option provision attached hereto as Exhibit A. 


          6.          Right of First Offer. The Lessee’s
Right of First Offer as established in Article 33 of the Lease shall remain in
full force and effect except that (i) there shall be no Work Allowance in
connection with the Expansion Space and the Expansion Space will be accepted in
its then “as-is, where-is” condition and (ii) the Fair Rental Rate for the
Expansion Space shall be the Fair Market Rent as determined in accordance with Exhibit
A attached hereto. 


          7.          Brokers. Lessee and Lessor each warrant
to the other that no broker other than CB Richard Ellis (the “Broker”)
was involved in this transaction and that no commissions are due as part of
this First Addendum other than to Broker, which will be paid by Lessor pursuant
to a separate agreement. Lessee agrees to indemnify Lessor against claims of
any third party broker other than Broker for commissions or other compensation
due with respect to this Fist Addendum.


          8.          Insurance. Section II of
Article 13 of the Lease is hereby deleted and replaced with the provisions of Exhibit
B attached hereto. 


          9.          Environmental. The Lease is hereby
amended by making the revisions and insertions set forth in Exhibit C
annexed hereto: 


          10.        Reaffirmation. Tenant hereby ratifies
and confirms its obligations under the Lease, as modified by this First
Addendum, and represents and warrants to the Landlord that neither Tenant nor
Landlord is in default under the Lease. Additionally, Tenant further confirms
and ratifies that, as of the date hereof, (a) except as modified in this First
Addendum, the Lease is not amended and remains in good standing and in full
force and effect, and (b) Tenant has no claims, counterclaims, setoffs or
defenses against the Landlord arising out of the Lease or this First Addendum
or in any way relating thereto or arising out of any other transaction between
Landlord and Tenant.


          11.         Successors and Assigns. Except as
modified hereby, the Lease shall remain unmodified and in full effect and this
First Addendum shall be binding upon Landlord and Tenant and their respective
successors and assigns.


          12.         Inconsistency; Governing Law. If any
inconsistency exists or arises between the terms of this First Addendum and the
terms of the Lease, the terms of this First Addendum shall prevail. This First
Addendum shall be governed by the laws of the State of New Jersey.


          13.         Counterparts. This First Addendum may
be executed in multiple counterparts, each of which shall constitute an
original, but all of which shall constitute one and the same document.


          14.         Voluntary Agreement. Tenant represents
that it is represented by legal counsel of its choice or has voluntarily and
knowingly proceeded without such representation, that it is fully aware of the 








Execution
Copy


terms
contained in this First Addendum, and has voluntarily and without coercion or
duress of any kind, entered into this First Addendum.


          15.          Prior Agreements. This First Addendum
supersedes any prior agreement, whether in writing or oral, delivered to Tenant
or any person or entity acting on behalf of Tenant with respect to the matters
set forth herein and any such prior agreement is hereby merged into this First
Addendum.


          16.          Construction of Agreement. The parties
hereto agree that the terms and language of this First Addendum were the result
of negotiations between the parties and, as a result, there shall be no
presumption that ambiguities, if any, in this First Addendum shall be resolved
against any party. Any controversy over the construction of this First Addendum
shall be decided neutrally, in light of its conciliatory purposes, and without
regard to authorship or negotiation.


          17.          Effectiveness. The Lease, as amended by
this First Addendum, shall govern and control the rights and obligations of the
Tenant and Landlord from the date hereof through and including the date the
Term expires or the Lease terminates according to its terms. Notwithstanding
anything herein to the contrary, any rights or obligations of the parties that,
by the terms of the Lease, survive the expiration or termination of the Lease,
shall survive such expiration or termination.


 [The remainder of this page is intentionally
left blank.]







Execution Copy


IN WITNESS WHEREOF, the parties hereto have set their hands and seal
the day and year first written above.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 AGREED AND
 ACCEPTED TO:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 LESSEE:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 COTY USA LLC

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 /s/ Susan
 Cole 

 	
  

 	
 By:

 	
 /s/ Ralph Macchio

 	
  

 
	 

 	
  

 	
  

 	 

 	
  

 
	
 WITNESS

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 /s/ Jennifer
 R. Antola

 	
  

 	
 /s/ Ralph
 Macchio Sr VP R&D

 	
  

 
	 

 	
  

 	 

 	
  

 
	
 WITNESS

 	
  

 	
 Type Name
 and Title

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 AGREED AND
 ACCEPTED TO:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 LESSOR:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 BAKER PROPERTIES

 	
  

 
	
  

 	
  

 	
 LIMITED PARTNERSHIP

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 BAKER COMPANIES, INC.

 	
  

 
	
  

 	
  

 	
 Its General
 Partner

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 /s/ Philip King

 	
  

 
	 

 	
  

 	
  

 	 

 	
  

 
	
 ATTEST

 	
  

 	
  

 	
 Philip King,
 Vice President

 	
  

 









Execution Copy

Exhibit A

RENEWAL OPTION


Provided that Lessee is not in default beyond any applicable cure
period or in circumstances which with the passage of time or the giving of
notice or both would constitute an event of default at any time from the
exercise of this option until the expiration of the Term, and provided further
that Lessee simultaneously exercises its identical renewal option contained in
the 400 Building Lease, Lessee shall have two (2) consecutive options to extend
the Lease for an additional period of five (5) years each (the “Extended
Term”). Such options to extend shall each be exercised by Lessee’s giving
written notice to Lessor not more than fifteen (15) months but not less than
twelve (12) months prior to the expiration of the then expiring Term, TIME
BEING OF THE ESSENCE for such notice. Lessee’s failure to so notify Lessor
shall be considered a forfeiture by Lessee of this option.


The Extended Terms shall be upon the same terms, covenants and
conditions as provided in this Lease except:


(a)           There
shall be only one remaining option to extend the Term during the first Extended
Term pursuant to this Exhibit A;


(b)          There
shall be no remaining options to extend the Term during the second Extended
Term;


(c)          There
shall be no Work Allowance in connection with either such extension and the
Demised Premises will be accepted in its then “as-is, where-is” condition,
except that Landlord shall provide for all Building systems to be in good
working order; and


(d)          Lessee
shall pay to Lessor as Basic Rent during each year of the first Extended Term the
greater of (i) 115% of the Basic Rent payable by Lessee for the year
immediately preceding the first Extended Term or (ii) the then Fair Market
Value (as hereinafter defined) of the Demised Premises.


(e)          Lessee
shall pay to Lessor as Basic Rent during each year of the second Extended Term
the then Fair Market Value (as hereinafter defined) of the Demised Premises.


For purposes of this Lease, the Fair Market Value of the Demised
Premises shall be the then current fair market rental rate for the Demised
Premises (based on leases executed no more than 12 months prior to the date the
Fair Market Value is being determined for comparable space in Morris Plains)
taking into account all relevant factors, including but not limited to market
concessions. Lessor and Lessee shall agree on each Fair Market Value adjustment
by not later than three (3) months following the date of Lessee’s notice of
renewal.


If Lessor and Lessee do not work out an agreement by such date, then
Lessor and Lessee shall each promptly appoint an appraiser, both of whom shall
be members of the American Institute of Real Estate Appraisers (M.A.I.) or a
licensed real estate appraiser.


If the value of the two appraisers is less than ten (10%) percent
apart, then Fair Market Value shall be deemed to be the average of the two
values. If the value determined by the appraiser arriving at the higher value
(“Higher Value”) shall be greater than one hundred ten (110%) percent of the
value determined by the appraiser arriving at the lower value (“Lower Value”),
the two appraisers shall promptly appoint a third appraiser with the foregoing
qualifications who shall also ascertain such value (Third Appraisal”). (If the
appraisers are unable to agree on a third appraiser, such third appraiser shall
be appointed by the New Jersey Superior Court Assignment Judge for Morris
County acting in a non-judicial capacity). If the Third Appraisal shall fall
between the Higher Value and the Lower Value, then the determination of the
third appraiser shall be the Fair Market Value (ii) if the Third Appraisal
shall be greater than the Higher Value, then the Higher Value shall be the Fair
Market Value and (iii) if the Third Appraisal shall be less than the Lower
Value, than the Lower Value shall be the Fair Market Value.







Execution Copy

Lessor and Lessee shall each be responsible for the fees and expenses
of its appraiser and shall share the equally the cost of the third appraiser if
such is required. The decision of the appraiser or appraisers, as the case may
be, shall be binding.


The rent due pursuant to this Lease shall be due and payable to Lessor
in equal monthly installments commencing with the month when the applicable
Extended Term of this Lease commences. Pending resolution of the issue of the
Fair Market Value, Lessee shall pay Lessor, as of the commencement of the
applicable Extended Term, the Basic Rent utilizing the Fair Market Value as
determined by Lessor’s appraiser, which Basic Rent shall be subject to
retroactive adjustment upon final determination of this issue.







Execution Copy


Exhibit B

Lessee’s Insurance


II.          a.          Lessee’s
Insurance. Lessee shall at all times during the Term of the Lease and all
renewals and extensions thereof, at Lessee’s sole cost and expense, insure and
keep in effect on the Demised Premises the following insurance coverages:


Commercial general liability insurance and property damage insurance
written on an occurrence basis, naming Lessor and its agents, mortgagees and
employees as additional insureds, under policies issued by insurers of
recognized responsibility combined single limit with respect to each occurrence
in the amount of Five Million Dollars ($5,000,000) (using any combination of
primary and umbrella insurance; provided, however, that if an umbrella policy
is used, Lessee must provide Lessor with evidence that such coverage is on a
follow-form basis) for injury (or death) to persons and damage to property
(including the loss of use thereof), occurring upon, in, or about the Demised
Premises and for: products liability; liability relating to the sale or
distribution of food and/or beverages in the Demised Premises (if such is a
Permitted Use of the Demised Premises hereunder); punitive damages awarded by
virtue of the conduct of Lessee (to the full extent insurable and reasonably
available); and broad form contractual liability assumed under this Lease. To
satisfy the liability insurance requirements of this Section, Lessee must
obtain under a policy of commercial general liability insurance, an endorsement
which applies the aggregate limits separately to the Demised Premises (ISO
Endorsement CG-25-05-11-85, Amendment-Aggregate Limits of Insurance [per
location] or an equivalent endorsement satisfactory to Lessor).


All risk fire and extended coverage insurance on a repair and
replacement basis at full insurable replacement cost and in form satisfactory
to Lessor on all improvements to the Demised Premises, naming Lessor as the
loss payee and naming Lessor, its mortgagees, agents and employees, the
Managing Agent and its employees and such additional interested parties as
Lessor may from time to time request be named as additional insureds. Lessee
also agrees to carry such all risk insurance in form and amount satisfactory to
Lessor on Lessee’s Work and Lessee’s trade fixtures, furnishings, wall
covering, carpeting, equipment and all other items of personal property of
Lessee located on or within the Demised Premises, including said property
during the course of construction of any improvements to the Demised Premises
including Lessee’s Work.


Worker’s compensation insurance containing statutory limits covering
Lessee’s employees and business operations within any statutory jurisdictions
that may apply, as well as employer’s liability insurance providing coverage of
not less than One Million ($1,000,000.00) Dollars each accident, One Million
($1,000,000.00) Dollars bodily injury by disease each employee and One Million
($1,000,000.00) Dollars bodily injury by disease policy limit.


Automobile insurance coverage (any auto) with limits of not less than
Five Million Dollars ($5,000,000) per occurrence (using any combination of
primary and umbrella insurance; provided, however, that if an umbrella policy
is used, Lessee must provide Lessor with evidence that such coverage is on a
follow-form basis).


Such other insurance or such increased insurance amounts as Lessor or
any mortgagee of Lessor may reasonably require from time to time.


          b.          Lessee’s
Contractors. Lessee shall require any contractor, agent, or environmental
engineer performing work on the Building on behalf of Lessee to take out and
keep in force, at no expense to Lessor:


Commercial general liability insurance, including contractor’s
liability coverage, contractual liability coverage, completed operations
coverage, broad form property damage endorsement and contractor’s protective
liability coverage (naming Lessor, its agents, mortgagees and employees, the
Managing Agent and such other interested parties as Lessor may from time to
time request be named as additional insureds), to afford protection to the
limit, for each occurrence, of not less than Five Million Dollars ($5,000,000) 





Execution Copy


(using any combination of primary and umbrella insurance; provided,
however, that if an umbrella policy is used, Lessee must provide Lessor with
evidence that such coverage is on a follow-form basis) for injury (or death) to
persons and damage to property (including the loss of use thereof) with respect
to personal injury or death, and One Million Dollars ($1,000,000) with respect
to property damage; and


Worker’s compensation insurance containing statutory limits covering
Lessee’s contractor’s employees and business operations within any statutory
jurisdictions that may apply, as well as employer’s liability insurance
providing coverage of not less than One Million ($1,000,000.00) Dollars each
accident, One Million ($1,000,000.00) Dollars bodily injury by disease each
employee and One Million ($1,000,000.00) Dollars bodily injury by disease
policy limit; and


Adequate insurance covering any risks incident to compliance by Lessee
with its obligations pursuant to ISRA (as hereinafter defined), including
worker’s compensation, public liability covering injury or death to persons,
environmental, impairment and property damage liability in such amounts as
Lessor shall reasonably require.


Automobile insurance coverage (any auto) will be the responsibility of
the contractor during the course of the work, with limits of not less than Five
Million Dollars ($5,000,000) per occurrence (using any combination of primary
and umbrella insurance; provided, however, that if an umbrella policy is used,
Lessee must provide Lessor with evidence that such coverage is on a follow-form
basis).


Such other insurance or such increased insurance amounts as Lessor or
any mortgagee of Lessor may reasonably require from time to time.


Lessee shall further cause any such contractor, agent or environmental
engineer to provide waivers of subrogation in favor of Lessor.





Execution Copy


Exhibit C

Environmental Revisions 


1) Article 1 of the Lease is renamed “1. Demised Premises and
Definitions” and the following section inserted:


	
  

 	
  

 
	
  

 	
 (g) Definitions

 
	
  

 	
  

 
	
  

 	
  “CERCLA” means the
 Comprehensive Environmental Response, Compensation and Liability Act of 1980,
 as amended, 42 U.S.C. 9601 et seq.

 
	
  

 	
  

 
	
  

 	
  “Claim” means any
 pending or threatened claim, demand, notice, allegation, order, directive,
 suit, action, cause of action, judgment, lien, demand for arbitration,
 proceeding, or investigation by any Person seeking or asserting Damage.

 
	
  

 	
  

 
	
  

 	
  “Damage” means any
 loss, cost, assessment, injury to person or real or personal property, debt,
 liability, deficiency, fine, penalty, judgment, lien or expense incurred or
 to be incurred by any Person and relating to and/or arising at or from the
 Premises or activities or operations taking place thereat, including, without
 limitation, reasonable fees and disbursements of attorneys, consultants,
 engineers and other professionals, damages from business interference or
 interruption, costs to avoid business interference or interruption, costs and
 expenses of any Remediation, environmental damages, and response costs
 (including, without limitation, response costs under CERCLA or any other
 Environmental Law).

 
	
  

 	
  

 
	
  

 	
  “Environment”
 means all air, land, and water, including, without limitation, the ambient
 air, ground (surface and subsurface), water (surface or groundwater), the
 ocean, natural resources (including flora and fauna), soil, sediments,
 subsurface strata, or any present or potential drinking water supply.

 
	
  

 	
  

 
	
  

 	
  “Environmental Claim”
 means any Claim for Damage relating to, or emanating from, the Demised
 Premises or any activity or operations conducted thereat, and arising
 directly or indirectly out of any violation or alleged violation of, or
 noncompliance or alleged noncompliance with, any Environmental Law or
 Remediation, or from any pollution, nuisance, contamination, adverse effect
 upon the Environment or public health or safety, including, but not limited
 to, the presence, suspected presence, Release, or threatened or suspected
 Release of any Hazardous Material either on, at, in, under, or from or to the
 Demised Premises.

 
	
  

 	
  

 
	
  

 	
  “Environmental Law”
 means any applicable federal, state, local or other law, statute, ordinance,
 rule, regulation, permit, judgment, order, decree, license, or other binding
 requirement of, or binding agreement with, any Governmental Body, now or
 hereafter in effect and, in each case, as amended from time to time, relating
 to or governing the presence, Release, or threatened Release of Hazardous
 Material, the protection of natural resources, health, safety or the
 Environment, or the management, manufacture, use, processing, sale,
 generation, handling, labeling, distribution, transportation, treatment,
 storage, disposal, Remediation, disclosure, or notice of the presence,
 Release or threatened Release of Hazardous Material, including, without
 limitation, (a) the Atomic Energy Act, 42 U.S.C. § 2011 et seq., as
 amended, (b) the Clean Air Act, 42 U.S.C. § 7401 et seq., as amended (“CAA”), (c) CERCLA, (d) the Emergency
 Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.,
 as amended, (e) the Federal Insecticide, Fungicide and Rodenticide Act, 7
 U.S.C. § 136 et seq., as amended, (f) the federal Water
 Pollution Control Act, 33 U.S.C. § 1251 et seq., as amended (“FWPCA”), (g) the Hazardous Material
 Transportation Act, 49 U.S.C. § 1801 et seq., as amended (“HMTA”), (h) the Low-Level Radioactive
 Waste Policy Act, 42 U.S.C. § 2021b et seq., 

 









Execution Copy


	
  

 	
  

 
	
  

 	
 as amended (“LLRWPA”),
 (i) the Nuclear Waste Policy Act of 1982, 42 U.S.C. § 10101 et seq.,
 as amended (“NWPA”), (j)
 the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.,
 as amended (“OSHA”), (k) the
 Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.,
 as amended (“RCRA”), (1) the
 Safe Drinking Water Act, 42 U.S.C. § 300f et seq., as amended,
 (m) the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.,
 as amended (“TSCA”), (n) the
 substantive equivalent of any of the foregoing in any state or foreign
 jurisdiction, (o) ISRA, (p) the Spill Act, and (q) NJDEP’s Technical
 Regulations.

 
	
  

 	
  

 
	
  

 	
  “Governmental Body” or
 “Governmental Bodies” means any
 federal, state, county or local agency, department, commission, authority,
 court, or tribunal and any successor thereto, of competent jurisdiction,
 exercising executive, legislative, judicial, or administrative functions of
 or pertaining to government.

 
	
  

 	
  

 
	
  

 	
  “Hazardous Material”
 means any material, substance, or waste that, because of its presence,
 quantity, concentration, or character, (a) is regulated under any
 Environmental Law, (b) would cause or pose a material threat, hazard, or risk
 to human health or safety or the Environment, or (c) may result in the
 imposition of, or form the basis for, a Claim, Damage, Environmental Claim,
 or Remediation, including, without limitation: (i) any “hazardous substance”
 and any “pollutant or contaminant” as those terms are defined in CERCLA, the
 Spill Act, or RCRA; (ii) any hazardous substance, element, compound, mixture,
 solution, or substance designated pursuant to Section 102 of CERCLA or
 otherwise regulated under CERCLA; (iii) any substance designated pursuant to
 Section 311(b)(2)(A) of FWPCA or otherwise regulated under FWPCA; (iv) any
 toxic pollutant listed pursuant to Section 307 of FWPCA; (v) any hazardous
 waste having the characteristics identified under or listed pursuant to
 Section 3001 of RCRA or otherwise regulated under RCRA; (vi) any substance
 containing petroleum or otherwise regulated under Section 9001 of RCRA; (vii)
 any hazardous air pollutant listed pursuant to Section 112 of CAA or
 otherwise regulated under CAA; (viii) any hazardous chemical substance or
 mixture designated pursuant to Section 4, 6 or 7 of TSCA; (ix) any
 radioactive material or waste identified or defined pursuant to Section 2 of
 LLRWPA or Section 2 of NWPA or otherwise regulated under LLRWPA or NWPA; (x)
 any “hazardous waste” as that term is defined in HMTA; and (xi) any petroleum
 product or byproducts, solvent, flammable or explosive material, radioactive
 material, asbestos, polychlorinated biphenyls (PCBs), dioxins, dibenzofurans;
 and (xii) heavy metals that require Remediation.

 
	
  

 	
  

 
	
  

 	
  “ISRA” means the
 New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq.,
 as amended.

 
	
  

 	
  

 
	
  

 	
  “Legal Requirements”
 means all laws, statutes, codes, ordinances, orders, regulations and
 requirements of any Governmental Body, now or hereafter in effect, and, in
 each case, as amended from time to time.

 
	
  

 	
  

 
	
  

 	
 Lien” means, with
 respect to any asset, any mortgage, lien, pledge, charge, security interest
 or encumbrance of any kind in respect of any such asset, whether or not
 filed, recorded or otherwise perfected under applicable Legal Requirement.

 
	
  

 	
  

 
	
  

 	
  “NFA” means a No
 Further Action Letter as defined in ISRA and the Brownfield and Contaminated
 Site Remediation Act, N.J.S.A. 58:10B-1 et seq., and its
 implementing regulations, or, if the Remediation is under the supervision of
 any Governmental Body other than DEP, such comparable determination and
 document from such other Governmental Body as is available under applicable
 Environmental Law.

 









Execution Copy


	
  

 	
  

 
	
  

 	
  “NJDEP” means the
 New Jersey Department of Environmental Protection, or any successor
 regulatory agency to which the powers of NJDEP have been transferred.

 
	
  

 	
  

 
	
  

 	
  “NJDEP Technical Regulations”
 means the NJDEP’s Technical Requirements for Site Remediation, N.J.A.C.
 7:26E-1, et seq.

 
	
  

 	
  

 
	
  

 	
  “Person” means any
 individual, sole proprietorship, corporation, partnership, joint venture,
 limited liability company or corporation, trust, unincorporated association,
 institution, public or governmental body, or any other entity.

 
	
  

 	
  

 
	
  

 	
  “RCRA” means the
 Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq.,
 as amended.

 
	
  

 	
  

 
	
  

 	
  “Release” means
any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping or disposing, migration or placement
into or contamination of, the Environment. “Threatened release” shall
include, but not be limited to, the maintenance, in any manner violating any
Environmental Law, of drums, underground storage tanks and other containers
on the Demised Premises that at one time contained, contain or are suspected
to contain a Hazardous Material from which an actual Release has not
occurred. 

 
	
  

 	
  

 
	
  

 	
  “Remediate,”
“Remediation,” or “Remediated” means any assessment, examination, analysis,
test, monitoring, investigation, containment, cleanup, response or remedial
action, removal, mitigation, restoration, storage, transportation, treatment,
disposal, maintenance, RCRA closure activities or other activity with respect
to or in response to any Release of any Hazardous Material, including,
without limitation, preparation of any reports and other documents, any
disclosure or notice or any other administrative matter required thereunder
or arising therefrom, and including any post-closure obligations for such
activities, such as monitoring and maintenance of and compliance with
engineering and institutional controls. 

 
	
  

 	
  

 
	
  

 	
  “Remediation Agreement,”
 or “Remedial Action Work Plan”
 or “RAWP” is an agreement
 between Lessee and the NJDEP or other regulatory agency entered into to
 satisfy the requirements ISRA or other Environmental Laws regulating sie
 Remediation.

 
	
  

 	
  

 
	
  

 	
  “Spill Act” means
 the New Jersey Spill Compensation and Control Act, N.J.S.A. 58:10–23.11, et
 seq., as amended.

 
	
  

 	
  

 
	
  

 	
  “State” means the
 State of New Jersey.

 
	
  

 	
  

 
	
 2) Article 3(b)1 of the Lease is revised as follows: after the words
 “... set forth in Article 9 hereof,” insert

 
	
  

 
	
  

 	
 ...and those Claims resulting from (i) the migration to the Demised
 Premises of Hazardous Materials from property or waters adjacent to or other
 than the Demised Premises (except if caused by Lessee or its agents or
 invitees), (ii) Lessor’s negligence or willful misconduct, or (iii) Hazardous
 Materials existing at the Demised Premises as of the commencement of the Term
 that were not brought to or generated at the Demised Premises by the Lessee
 or its agents or invitees (hereinafter, the “Excluded
 Claims”).

 
	
  

 	
  

 
	
 3) Article 3(b)1 of the Lease is revised by adding the following
 sentence to the end thereof after the word “...such operation, maintenance and
 repair,” insert:

 









Execution Copy




	
  

 	
  

 
	
  

 	
 All such costs, expenses and amounts payable by Lessee pursuant to
this Lease other than Basic Rent shall hereinafter be referred to as
“Additional Rent.” All Basic Rent and Additional Rent is hereinafter referred
to as “Rent.”  

 
	
  

 	
  

 
	
 4) The following new Article 34 is hereby inserted into and made part
 of the Lease as if fully set forth in the Lease:

 
	
  

 
	
  

 	
                          34.
 ENVIRONMENTAL COMPLIANCE

 
	
  

 
	
  

 	
           (a)          Compliance
 With Environmental Laws. Except for Excluded Claims, Lessee shall comply,
 at its sole cost and expense, with all current and future Environmental Laws
 in connection with the Demised Premises. Notwithstanding anything contained
 herein to the contrary, Lessor shall be responsible solely for any violations
 of Environmental Laws in connection with the Demised Premises resulting
 solely from Lessor’s or its agents’ or employees’ negligence or willful misconduct,
 and Lessee shall have no liability to Lessor for the acts or omissions of
 Lessor or the acts or omissions of other Lessees under any Environmental Law.
 With respect to any Remediation required by Lessee either hereunder or
 pursuant to any Environmental Laws as a result of Lessee’s acts or omissions,
 such Remediation must be to residential standards. Lessor has not consented
 to a Remediation by Lessee to less than residential standards, nor has Lessor
 consented to any kind of deed restriction, deed notice or other institutional
 or engineering controls in connection with the Demised Premises. Lessor
 represents that the Demised Premises is not presently subject to any deed
 restriction, deed notice or other institutional or engineering controls.

 
	
  

 	
  

 
	
  

 	
           (b)          ISRA.
 Lessee warrants that it will not do or allow anything which will cause its
 North American Industry Classification System (“NAICS”) code (or the NAICS code of any assignee or
 sublessee) to change. Lessee represents and warrants that Lessee’s NAICS code
 is 325620. Prior to any assignment of this Lease or subletting of any portion
 of the Demised Premises and prior to the expiration or sooner termination of
 this Lease or any sublease, Lessee, at its sole expense, will take all
 actions to comply with ISRA, if applicable, and all other applicable
 Environmental Laws, subject to Paragraph 34(a) or provide Lessor with
 reasonable evidence that ISRA is not applicable. Lessee will also provide
 Lessor with a duplicate original of the affidavit and any and all other
 information submitted to the NJDEP in connection with such compliance, if
 applicable. Prior to the termination of this Lease and the cessation of all
 Lessee operations hereunder, if subject to ISRA or if required pursuant to
 any other Environmental Laws, Lessee shall obtain from the NJDEP an approved
 RAWP, Remediation Agreement or other agreement that will result in (i) the
 Remediation by Lessee of the Demised Premises to residential standards
 without any deed restrictions and (ii) the issuance of an NFA or comparable
 document reasonably acceptable to Lessor subsequent to the end of the Lease
 term and vacation of the Demised Premises by Lessee.

 
	
  

 	
  

 
	
  

 	
           (c)          Prohibited
 Substances. Lessee shall not cause or permit any “hazardous substance” or
 “hazardous waste” (as such terms are defined in any applicable Environmental
 Law) to be brought, kept or stored on or about the Demised Premises in
 violation of any Environmental Law, and Lessee shall not engage in, or permit
 any other person or entity to engage in, any activity, operation or business
 on or about the Demised Premises which involves the generation, manufacture,
 refining, transportation, treatment, storage, handling or disposal of
 hazardous substances and/or hazardous wastes in violation of any
 Environmental Law.

 
	
  

 	
  

 
	
  

 	
           (d)          Notices.
 Lessee shall deliver promptly to Lessor a true and complete photocopy of any
 correspondence, notice, report, sampling, test, finding, declaration, 

 









Execution Copy


	
  

 	
  

 
	
  

 	
 submission, order, complaint, citation or any other instrument,
 document, agreement and/or information submitted to, or received from, any
 governmental entity, department or agency in connection with any
 Environmental Law relating to or affecting Lessee, Lessee’s employees, or
 Lessee’s use and occupancy of the Demised Premise.

 
	
  

 	
  

 
	
  

 	
           (e)         Release;
 Notice to Lessor.

 
	
  

 	
  

 
	
  

 	
           1.          If
 a release of a hazardous substance or a hazardous waste occurs on the Demised
 Premises of which Lessee has knowledge, then, whether or not such release was
 caused by Lessee or any other party, Lessee shall give Lessor prompt oral and
 written notice of such release, setting forth in reasonable detail all
 relevant facts. Except for Excluded Claims, Lessee shall pay all costs and
 expenses relating to compliance with the applicable Environmental Law
 pertaining to Lessee’s acts or omissions (including, without limitation, the
 costs and expenses of the site investigations and of the removal and
 Remediation of such hazardous substance or hazardous wastes).

 
	
  

 	
  

 
	
  

 	
           2.          If
 Lessee fails promptly to commence and pursue using reasonable diligence and
 care to completion any cleanup, removal, resolution or minimization of
 Hazardous Materials that Lessee is responsible for hereunder, without
 relieving Lessee of its obligations under this Lease and without waiving any
 default by Lessee under this Lease, Lessor shall have the right, but not the
 obligation, upon prior written notice to Lessee, to take such action as Lessor
 deems reasonably necessary or advisable to cleanup, remove, resolve or
 minimize the impact of or otherwise deal with any spill or discharge of any
 Hazardous Materials that Lessee is responsible for hereunder. Lessee shall
 pay to Lessor on demand, as Additional Rent, all reasonable costs and
 expenses incurred by Lessor in connection with any action taken by Lessor
 required to be taken by Lessee hereunder not later than fifteen (15) days
 after receipt of an invoice therefor.

 
	
  

 	
  

 
	
  

 	
           (f)          Lessee
 Indemnification. Lessee hereby agrees to defend, indemnify and hold
 Lessor and any mortgagee of the Demised Premises harmless from and against
 any and all Claims for Damage (including, without limitation, reasonable site
 investigation costs, removal and Remediation costs and attorneys’ fees and
 disbursements) arising out of or in connection with (i) Lessee’s use and
 occupancy of the Demised Premises, (ii) any past, present or future spill or
 discharge of a hazardous substance or hazardous waste as a result of Lessee’s
 acts or omissions at the Demised Premises or any property adjoining the
 Demised Premises (except for Excluded Claims and any Hazardous Materials
 first deposited or generated at the Demised Premises after the end of the
 Term of this Lease), and/or (iii) Lessee’s failure to comply with the
 provisions of this Article. Lessee shall not be obligated hereunder to
 defend, indemnify or hold harmless Lessor or Lessor’s mortgagee for any past,
 present or future spill or discharge which either pre-existed Lessee’s Lease,
 or is the result of the act or omission of the Lessor or other Lessees, their
 agents and employees except to the extent any such spill or discharge has
 been aggravated by Lessee. In the event that Tenant indemnifies Landlord for
 a Claim pursuant to the provisions hereof that is subsequently determined to
 be an Excluded Claim by a final adjudication by the applicable court or other
 body with similar authority with respect to such Claim, Landlord shall
 reimburse Tenant for the amounts so paid by Tenant to Landlord with respect
 to such Excluded Claim.

 
	
  

 	
  

 
	
  

 	
           (g)          Rights
 of Holder of Underlying Mortgage. If Lessor has given to Lessee the name
 and address of any mortgagee, Lessee agrees to send to said holder a
 photocopy of those items given to Lessor pursuant to the provisions of
 Section 34(d).

 
	
  

 	
  

 
	
  

 	
           (h)          Lease
 Extension. Notwithstanding any other provision of this Lease, if (i) a
 violation of any Environmental Law occurs or is found to exist and Lessee is 

 









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 responsible for the Remediation thereof pursuant to the terms of this
 Lease, (ii) the violation of Environmental Laws or Remediation in Lessor’s
 reasonable judgment would either materially (1) interfere with Lessor’s
 ability to lease the Demised Premises (with such judgment exercised only
 after a reasonable attempt to lease the Demised Premises at the then full
 market rental rate (as if such violation of Environmental Laws did not exist
 and such Remediation was not required)) or (2) adversely affect the rental
 rate payable under any new lease of the Demised Premises, and, in either
 case, Lessee has not agreed in writing to pay for the loss of rent
 attributable to the violation of Environmental Laws and the Remediation and
 (iii) the Term would otherwise terminate or expire, then, at the option of
 Lessor, the Term shall be automatically extended beyond the date of
 Termination Date and this Lease shall remain in full force and effect beyond
 such date until the earlier to occur of (i) the completion of all remedial
 action in accordance with applicable Environmental Laws or (ii) the date
 specified in a written notice from Lessor to Lessee terminating this Lease.

 
	
  

 	
  

 
	
  

 	
           (i)          Survival.
 Lessee’s obligations under this Article 34 shall survive the expiration or
 earlier termination of this Lease.

 










American Enterprise Park

Morris Plains, New Jersey


Coty US LLC

Second Addendum

to

Lease of Improved Property


Partial Surrender Agreement


          This Second
Addendum to Lease of Improved Property (this “Agreement”) made as of this
8th day of September, 2009 between WU/LH
100 American L.L.C., having an office at c/o Lighthouse Real Estate
Management, 60 Hempstead Avenue, Suite 718, West Hempstead, New York, 11552 (“Lessor”)
and Coty US LLC, formerly known as
Coty US, Inc., having an office and principal place of business at 410 American
Road, Morris Plains, New Jersey 07950 (“Lessee”).


WITNESSETH:


          WHEREAS, Lessor, as successor-in-interest
to Baker Properties Limited Partnership, and Lessee, previously entered into a
written Lease Agreement, dated March 31, 2000, which was amended by a First
Addendum dated as of August 1, 2006 (as so modified, and as further modified
hereby and as the same may be modified from time to time, the “Lease”);
and


          WHEREAS, The Lease initially provided for
the demise from Lessor to Lessee of 14,391 sq. ft. of space in a building
located in American Enterprise Park, at 118 American Road, Morris Plains, New
Jersey (“Demised
Premises”); and


          WHEREAS, Lessee now desires to surrender to
Lessor, as of the date of this agreement, that portion of the Demised Premises
which is indicated on the floor plan, initialed by the parties, annexed hereto
and made a part hereof as Exhibit A (said portion of the Demised Premises, is
referred to as the “Surrender Space”); Lessor is willing to
accept such surrender of the Surrender Space, subject to the provisions of this
agreement;


          NOW THEREFORE, in consideration of the
mutual covenants herein set forth and for good and valuable consideration, the
parties hereby agree to modify the Lease pursuant to the terms and conditions
set forth herein:


          1.          Capitalized
Terms. All capitalized words used herein are as defined in the Lease, if
not defined herein. 


          2.          Surrender
of Surrender Space. Lessee does hereby, give, grant and surrender to Lessor
and Lessor does hereby accept, the entire Surrender Space, and all of its
right, title, interest and estate, in and to the Surrender Space and any part
thereof, to have and to hold the Surrender Space to Lessor, its successors and
assigns, forever for Lessor’s own proper use and behoof. Lessee hereby
represents and warrants to Lessor that Lessee has not at any time committed or
suffered any act, deed, matter or thing whatsoever, whereby the Surrender Space
or any part thereof is in any way impeached, charged, affected  


1





or encumbered. It is acknowledged and agreed that, as set forth in
Paragraph 4 hereof, Lessor intends to install a fire stairwell within the
Surrender Space.


          3.          Modification of the Lease. From and
after the date hereof: 


                      A.          All
references in the Lease to the Demised Premises shall be deemed to exclude the
Surrender Space.


                      B.          (1)          The
Basic Rent (as defined in Article 3 of the Master Lease) shall be reduced by
the following amounts:


	
  

 	
  

 	
  

 	
  

 
	
 From 


 	
 To  

 	
 Annual

Basic Rent Reduced by 


 	
 Month

Basic Rent Reduced By 


 
	
 Date hereof

 	
 6/30/10

 	
 $1,575.00

 	
 $131.25

 
	
 7/1/10

 	
 7/31/16

 	
 $1,764.00

 	
 $147.00

 


                                  (2)         
Lessee shall be entitled to an aggregate rent credit in the sum of Thirteen
Thousand Five Hundred and 00/100 ($13,500.00) Dollars which shall be applied
against the next accruing installments of Basic Rent payable by Lessee under
the Lease from and after the date hereof.


                      C.          The
Demised Premises, shall be decreased by 140 square feet and, accordingly, shall
consist of 14,251 square feet.


                      D.          Lessee’s
Share of Complex Operating Costs shall be reduced by 0.11% and, accordingly,
shall be deemed to be 14.85%.


                      E.          Lessee’s
Share of Real Property Taxes shall be reduced by 0.11% and, accordingly, shall
be deemed to be 14.85%.


          4.          Lessor’s Surrender Space Work. In
connection with Lessee’s surrender of the Surrender Space, Lessor shall perform
such work as may be necessary to separately demise the Surrender Space,
including modifying the existing conference room and kitchen located adjacent
to the Surrender Space, as may be reasonably necessary to so separately demise
the Surrender Space, using materials and finishes consistent with those
existing in said conference room and kitchen, as applicable and as commercially
reasonably available (all of the foregoing, collectively, “Lessor’s Surrender Space Work”),
with it understood that Lessor shall be installing a fire stairwell within the
Surrender Space. In connection with Lessor’s Surrender Space Work, Lessor shall
temporarily relocate the furniture and equipment located within the existing
conference room and kitchen as may be reasonably necessary to perform such
work. Lessor shall commence Lessor’s Surrender Space Work reasonably promptly
following the execution and delivery of this Second Addendum. Lessor’s
Surrender Space Work shall be equal to standards adopted by Lessor for the
Building and shall constitute a single, non-recurring obligation on the part of
Lessor. In the event the Lease is renewed or extended for a further term by
agreement or operation of law, Lessor’s obligation to perform such work shall
not apply to such renewal or extension. Lessor may enter the Demised Premises
to perform Lessor’s Surrender Space Work, and entry by Lessor, its agents,
servants, employees or contractors for such purpose shall not constitute an
actual or constructive eviction, in whole or in part, or entitle Lessee to any
abatement or diminution of rent, or relieve Lessee from any of its obligations
under the Lease, or impose any liability upon Lessor, or its agents, by reason
of inconvenience or annoyance to Lessee, or injury to, or interruption of
Lessee’s business or otherwise. Lessor agrees to perform said work with
reasonable diligence and in a manner  


2







designed to minimize interference with Tenant’s normal business
operations, without any obligation, however, to employ contractors or labor at
overtime or other premium pay rates.


          5.          Brokers. Lessee and Lessor each warrant
to the other that no broker other than CB Richard Ellis and Lighthouse Real
Estate Management, LLC (collectively, “Broker”) was involved in this transaction
and that no commissions are due as part of this Second Addendum. Lessee agrees
to indemnify Lessor against claims of any third party broker other than Broker
for commissions or other compensation due with respect to this Second Addendum.


          6.          Reaffirmation. Lessee hereby ratifies
and confirms its obligations under the Lease, as modified by this Second
Addendum, and represents and wan-ants to the Lessor that neither Lessee nor
Lessor is in default under the Lease. Additionally, Lessee further confirms and
ratifies that, as of the date hereof, (a) except as modified in this Second
Addendum, the Lease is not amended and remains in good standing and in full
force and effect, and (b) Lessee has no claims, counterclaims, setoffs or
defenses against the Lessor arising out of the Lease or this Second Addendum or
in any way relating thereto or arising out of any other transaction between
Lessor and Lessee.


          7.          Successors and Assigns. Except as
modified hereby, the Lease shall remain unmodified and in full effect and this
Second Addendum shall be binding upon Lessor and Lessee and their respective
successors and assigns.


          8.          Inconsistency; Governing Law. If any
inconsistency exists or arises between the terms of this Second Addendum and
the terms of the Lease, the terms of this Second Addendum shall prevail. This
Second Addendum shall be governed by the laws of the State of New Jersey.


          9.          Counterparts. This Second Addendum may
be executed in multiple counterparts, each of which shall constitute an
original, but all of which shall constitute one and the same document.


          10.          Voluntary Agreement. Lessee represents
that it is represented by legal counsel of its choice or has voluntarily and
knowingly proceeded without such representation, that it is fully aware of the
terms contained in this Second Addendum, and has voluntarily and without
coercion or duress of any kind, entered into this Second Addendum.


          11.          Prior Agreements. This Second Addendum
supersedes any prior agreement, whether in writing or oral, delivered to Lessee
or any person or entity acting on behalf of Lessee with respect to the matters
set forth herein and any such prior agreement is hereby merged into this Second
Addendum.


          12.          Construction of Agreement. The parties
hereto agree that the terms and language of this Second Addendum were the
result of negotiations between the parties and, as a result, there shall be no
presumption that ambiguities, if any, in this Second Addendum shall be resolved
against any party. Any controversy over the construction of this Second
Addendum shall be decided neutrally, in light of its conciliatory purposes, and
without regard to authorship or negotiation.


          13.          Effectiveness. The Lease, as amended by
this Second Addendum, shall govern and control the rights and obligations of
the Lessee and Lessor from the date hereof through and including the date the
Term expires or the Lease terminates according to its terms. Notwithstanding
anything herein to the contrary, any rights or obligations of the parties that,
by the terms of the Lease, survive the expiration or termination of the Lease,
shall survive such expiration or termination.


3





American Enterprise Park

Morris Plains, New Jersey


Coty US LLC

Third Addendum

to

Lease of Improved Property


Additional Space Agreement


          This Third
Addendum to Lease of Improved Property (this “Agreement”) made as of
this 16th day of August, 2010 between WU/LH
100 American L.L.C., having an office at c/o Lighthouse Real Estate
Management, 60 Hempstead Avenue, Suite 718, West Hempstead, New York, 11552 (“Lessor”),
and Coty US LLC, formerly known as Coty US,
Inc., having an office and principal place of business at 410
American Road, Morris Plains, New Jersey 07950 (“Lessee”). 


W I T N E S S E T H:


                    WHEREAS:


                    1.          Lessor,
as successor-in-interest to Baker Properties Limited Partnership, and Lessee,
previously entered into a written Lease of Improved Property, dated March 31,
2000, which was amended by a First Addendum dated as of August 1, 2006 and by a
Second Addendum dated as of September 8, 2009 (said Lease of Improved Property,
as so modified, and as further modified hereby and as the same may be modified
from time to time, the “Lease”) for approximately 14,251 square feet of
space as more particularly described in the Lease (such space is referred to
herein as the “Demised Premises”) located in the building commonly known
as 100 American Road, Morris Plains, New Jersey (the “Building”); and


                    2.          Said
Lease is for a term (referred to herein as the “Term”) which shall end
on July 31, 2016, unless sooner terminated pursuant to any of the terms,
covenants or conditions of the Lease or pursuant to law; and


                    3.          Lessee
now desires to lease and add to the Demised Premises certain portions of the
first and second floors of the Building shown outlined and cross-hatched on the
floor plans annexed hereto and made a part hereof as Exhibit 1 (said portions
of the first and second floors of the Building are referred to herein as the “2010
Additional Space”), and Lessor is willing to lease the 2010 Additional
Space to Lessee, subject to the provisions of this Agreement; and


                    4.          Lessor
and Lessee desire to modify the Lease in certain other respects; and


                    5.          All
capitalized terms used in this Agreement shall have the same respective
meanings as set forth in the Lease except as otherwise specifically indicated;
and


1





                    6.          The
parties desire to record herein their understandings with respect to the
foregoing.


                    NOW, THEREFORE, in consideration of the
mutual covenants and agreements herein contained, the parties agree as follows:


                    FIRST:          The
Lease is hereby modified as follows:


                                          A.          Lessor
hereby leases to Lessee and Lessee hereby hires from Lessor the 2010 Additional
Space for a term to commence on the date of this Agreement, and to end on the
Expiration Date of the Lease, i.e. July 31, 2016, unless the Term shall sooner
terminate pursuant to any of the terms, covenants or conditions of the Lease or
pursuant to law (the date on which the term applicable to the 2010 Additional
Space shall commence is sometimes referred to herein as the “2010 Additional
Space Commencement Date”).


                                          B.          Lessee
agrees to accept possession of the 2010 Additional Space in the condition which
shall exist on the date hereof “as is” and further agrees that Lessor shall
have no obligation to perform any work or make any installations in order to
prepare the 2010 Additional Space for Lessee’s occupancy, except that the 2010
Additional Space shall be delivered to Lessee vacant, “broom clean”, and free
of all tenancies and occupancies and personal property on the 2010 Additional
Space Commencement Date. Lessee acknowledges that Lessor has made no
representations to Lessee as to the condition of the 2010 Additional Space
except that Lessor hereby represents and warrants to Lessee that on the 2010
Additional Space Commencement Date, (i) the two (2) tailboard loading docks
located within the 2010 Additional Space shall be in good working order; (ii)
the Building systems, including without limitation, the heating, ventilation
and air-conditioning, electrical and plumbing systems, serving the 2010
Additional Space as of the date hereof shall be in good working order; and
(iii) the roof of the Building will be in good repair and free of any leaks
affecting the 2010 Additional Space. Furthermore, Lessor shall warrant that the
heating, ventilation and air-conditioning system serving the 2010 Additional
Space as of the date hereof shall be in good working order for a period of
twelve (12) months from the 2010 Additional Space Commencement Date and in
connection therewith, Lessor shall make all necessary repairs required in order
to keep and maintain such heating, ventilation and air-conditioning system in
good working order during such twelve (12) month period.


                                          C.          From
and after the 2010 Additional Space Commencement Date the Lease shall be deemed
modified as follows:


                                                        (1)          The
Demised Premises shall include the 2010 Additional Space for all purposes of
the Lease and be leased upon all the executory terms and conditions of the
Lease, except as otherwise provided herein.


                                                        (2)          The
Basic Rent reserved in the Lease shall be increased as follows to account for
the leasing of the 2010 Additional Space:


                                                                        (i)          $173,929.80
per annum ($14,494.15 per month) with respect to the period (the “First
Additional Space Rent Period”) from the 2010 Additional Space Commencement
Date to the last day of the calendar month in which the day immediately
preceding the 


2





first anniversary of the 2010 Additional Space Rent Commencement Date
(as hereinafter defined) shall occur;


                                                                       (ii)          $179,147.69
per annum ($14,928.97 per month) with respect to the twelve (12) months next
following the First Additional Space Rent Period (the “Second Additional
Space Rent Period”);


                                                                       (iii)          $184,522.12
per annum ($15,376.84 per month) with respect to the twelve (12) months next
following the Second Additional Space Rent Period (the “Third Additional
Space Rent Period”);


                                                                       (iv)          $190,057.79
per annum ($15,838.15 per month) with respect to the twelve (12) months next
following the Third Additional Space Rent Period (the “Fourth Additional
Space Rent Period”);


                                                                        (v)          $195,759.52
per annum ($16,313.29 per month) with respect to the twelve (12) months next following
the Fourth Additional Space Rent Period; and


                                                                       (vi)          $201,632.31
per annum ($16,802.69 per month) with respect to the remainder of the Term of
the Lease.


                                        In
the event that the 2010 Additional Space Commencement Date shall be other than
the first day of a calendar month, the increased Basic Rent for such month in
which the 2010 Additional Space Commencement Date shall occur shall be
pro-rated on the basis of a thirty (30) day month and shall be paid on the
first day of the next succeeding month.


                                                        (3)          Provided
Lessee is not then in default (x) under any of the non-monetary terms,
covenants or conditions of the Lease on Lessee’s part to be observed or
performed beyond the applicable notice and grace periods set forth in the Lease
or (y) of the monetary covenants set forth in the Lease, Lessee shall be
entitled to a rent holiday and shall not be required to pay any portion of the
Basic Rent with respect to the period (the “2010 Rent Holiday Period”)
commencing on the 2010 Additional Space Commencement Date and ending on the
date immediately preceding the day one hundred twenty (120) days immediately
following the 2010 Additional Space Commencement Date; provided, however, that
Lessee shall otherwise be required to comply with all of the other terms,
covenants and conditions of the Lease on Lessee’s part to be observed and
performed, including, but not limited to, the obligation to make all payments
on account of Complex Operating Costs and Real Property Taxes, during the 2010
Rent Holiday Period. The date next following the expiration of the 2010 Rent
Holiday Period is referred to as the “2010 Additional Space Rent
Commencement Date”. In the event that Lessee shall not be entitled to receive
the rent holiday described in the immediately preceding sentences by reason of
a default by Lessee under the terms and conditions of the Lease on Lessee’s
part to be observed and performed as set forth in such immediately preceding
sentences, and in the further event that Lessee shall subsequently cure such
default (without any obligation of Lessor to accept such cure after the
expiration of any applicable notice and grace periods set forth in Article 15
of the Lease), then, following the acceptance, if any, by Lessor of such cure
by Lessee, Lessee shall be entitled to receive the rent holiday in accordance
with, and subject to, the terms and provisions of this Paragraph (3) of this
Article FIRST.


3





                                                      (4)          The
square footage attributable to the Demised Premises shall be increased by
15,884 square feet, and accordingly Lessee’s Share of Complex Operating Costs
and Lessee’s Share of Real Property Taxes shall each be increased by 12.5856%.
The parties acknowledge that the 2010 Additional Space is comprised of (i)
approximately 10,671 square feet of office space and (ii) approximately 5,213
square feet of warehouse space, which warehouse space may be used by Lessee for
warehousing purposes associated with Lessee’s normal business operations and
ancillary purposes related thereto provided such ancillary uses do not violate
the certificate of occupancy for the Building and otherwise comply with the
terms and conditions of the Lease.


                                        D.          Lessee
shall be permitted to install additional identification signage with respect to
the 2010 Additional Space subject to and in accordance with all of the terms
and conditions of the Lease, including without limitation Article 8 thereof.


                                        E.          The
parties acknowledge that Lessee’s Right of First Offer pursuant to Article 33
of the Lease shall be modified such that the term “Expansion Space” shall refer
to any space contiguous to the Demised Premises (including the 2010 Additional
Space). Accordingly, references to “all the Expansion Space” in the first and
second paragraphs of Article 33 shall be deleted therefrom and the phrase “any
Expansion Space” shall be inserted in lieu thereof, and the phrase “as
delineated on Exhibit A” shall be deleted from the first paragraph of Article
33 of the Lease. Furthermore, notwithstanding anything to the contrary set
forth in Article 33 of the Lease, Lessee shall not have the right to lease and
add to the Demised Premises any Expansion Space pursuant to said Article 33 if
the date on which the term with respect to the leasing of the Expansion Space
in question would commence is later than the date five (5) years immediately
preceding the then current expiration date of the Lease, unless Lessee has
unconditionally exercised the applicable renewal option set forth in Article 32
so as to extend the term of the Lease with respect to the entire Demised
Premises for more than five (5) years.


                                        F.          The
term “Exclusive Outside Area” as set forth in clause (c) of Article I of the
Lease and as set forth in Article 6 of the Lease shall be deemed to include the
two (2) truck tailboard loading docks located within the 2010 Additional Space
and eight (8) parking spaces located within the Complex, as more particularly
designated as of the date hereof by the words “Dawson Nye”. The parties agree
that, other than areas reserved for the exclusive use by other tenants of the
Complex, Lessee shall be entitled to use its proportionate share of the parking
areas adjacent to the Building on a non-exclusive, first come, first serve
basis in accordance with the terms and conditions of the Lease, including
without limitation Article 6 of the Lease.


                                        G.          Lessor
hereby agrees, within a reasonable time after the execution and delivery of
this Agreement, to use reasonable efforts to obtain from the current mortgagee
of the Building, a subordination, non-disturbance and attornment agreement with
Lessee, at no cost to Landlord, in the standard form customarily employed by
such mortgagee, provided that Landlord shall have no liability to Lessee, and
the Lease and the subordination of the Lease to any such mortgage shall not be
affected, in the event that it is unable to obtain any such agreement. Any such
agreement shall provide in substance that so long as Lessee is not in default
under the Lease beyond any applicable notice and cure period, the grantor of
such subordination, non-disturbance and attornment agreement will not take any
action to recover possession of the Demised Premises (including the 2010
Additional Space) notwithstanding any foreclosure of the mortgage. Lessee shall
reimburse Landlord, within thirty (30) 


4






days after demand therefor, for any fees or costs, including reasonable
attorney’s fees and disbursements, charged by such mortgagee in connection with
any of the efforts referred to in this Paragraph G.


                    SECOND:          A.          Following
the 2010 Additional Space Commencement Date, Lessee shall, at Lessee’s cost and
expense, perform such alterations in the 2010 Additional Space deemed necessary
or desirable by Lessee to prepare the 2010 Additional Space for Lessee’s
occupancy and use and conduct of its business therein. Such alterations
(referred to as “Lessee’s Additional Space Installation”) shall be made
and performed in accordance with the provisions of the Lease, including,
without limitation, the provisions of Article 9 thereof. Lessee shall prosecute
Lessee’s Additional Space Installation to completion with all reasonable
diligence. As part of Lessee’s Additional Space Installation, Lessee shall be
required to perform such work (“Lessee’s Demising Work”) as may be
necessary to separately demise the portion of the 2010 Additional Space located
on the first floor of the Building from the remainder of such floor and Lessor
shall reimburse Lessee for the cost of such demising work in accordance with
the provisions of Paragraph G of this Article SECOND.


                                                B.          (1)          Subject
to the provisions and requirements of this Article SECOND, Lessor shall
contribute the sum of not more than TWO HUNDRED THOUSAND and 00/100 DOLLARS
($200,000.00) in the aggregate toward the cost and expense actually incurred by
Lessee with respect to Lessee’s Additional Space Installation. Lessor’s
contribution on account of Lessee’s Additional Space Installation is referred
to as “Lessor’s 2010 Work Contribution”. Irrespective of the actual cost
and expense of Lessee’s Additional Space Installation, in no event shall
Lessor’s Work Contribution exceed the aggregate sum of TWO HUNDRED THOUSAND and
00/100 DOLLARS ($200,000.00). In no event shall more than TWENTY THOUSAND and
00/100 ($20,000.00) DOLLARS of Lessor’s 2010 Work Contribution be applicable to
“Soft Costs” (as defined hereafter). For purposes of this Article SECOND, “Soft
Costs” shall mean those so-called “soft” costs and expenses incurred by
Lessee in connection with Lessee’s Additional Space Installation, including,
without limitation, the cost of all consultant, architectural, engineering and
designers fees and all permit fees and moving expenses (as opposed to so-called
“hard costs” of Lessee’s Additional Space Installation that shall become
permanently affixed to the Demised Premises).


                                                              (2)          Notwithstanding
anything to the contrary in this Article SECOND, Landlord has deposited concurrently
herewith into escrow with Mark L. Lubelsky and Associates (the “Escrow Agent”)
the sum of $290,000.00 (the “Escrowed Contribution”) pursuant to the
terms and subject to the conditions set forth in the form of Escrow Agreement
attached hereto as Exhibit 2, which sum is equal to the aggregate of Lessor’s
2010 Work Contribution and Lessor’s Demising Work Contribution (as defined in
Paragraph G(1) of this Article SECOND), and which sum shall be held and
disbursed by the Escrow Agent for application to costs incurred by Lessee for
Lessee’s Additional Space Installation and Lessee’s Demising Work in accordance
with the terms of this Agreement. Lessee shall have the right, by written
request given to the Escrow Agent, with a copy to Lessor, at any time or from
time to time, but no more often than once per calendar month, to require Escrow
Agent to disburse to Lessee, the Escrowed Contribution, or portions thereof,
and the Escrow Agent will pay the requested sum to Lessee in the same manner
provided for the disbursements of Lessor’s 2010 Work Contribution or Lessor’s
Demising Work Contribution, as the case may be. Lessee acknowledges that in no
event shall Lessee be entitled to request, and in no event shall the Escrow
Agent be entitled to disburse to Lessee, a sum greater than (x) $200,000.00
with respect to any services rendered or materials delivered in connection with
Lessee’s Additional Space Installation; or (y) $90,000.00 with respect to the
performance of Lessee’s Demising Work.


5





                                                C.          Subject
to Paragraph B(2) above and the following Paragraph D, and provided that Lessee
is not then in default (x) under any of the non-monetary terms, covenants or
conditions of the Lease on Lessee’s part to be observed or performed beyond the
applicable notice and grace periods set forth in the Lease or (y) of the
monetary covenants set forth in the Lease, Lessor’s 2010 Work Contribution
shall be distributed on account of Lessee’s Additional Space Installation as the
work with respect thereto progresses, upon Lessee’s submission to Lessor and
Escrow Agent of (x) paid receipts and copies of checks or other evidence of
payment, in form reasonably acceptable to Lessor, for the cost and expense of
Lessee’s Additional Space Installation which is the subject of the distribution
in question (with it understood that Lessee shall deliver copies of cancelled
checks to Lessor when received by Lessee), and (y) partial waiver of mechanic’s
liens from all contractors, subcontractors, materialmen and laborers who
performed any services or delivered any materials in connection with Lessee’s
Additional Space Installation and which services or materials are the subject
of the distribution in question of Lessor’s 2010 Work Contribution, provided
however, that at no time shall Lessor be required to pay more than the cost of
the work then in place (as evidenced by the foregoing documentation).
Distributions of Lessor’s 2010 Work Contribution shall be made from the
Escrowed Contribution as described in Paragraph B(2) of this Article SECOND and
shall be made on or before the date thirty (30) days following Lessee’s
delivery of the aforesaid required documentation and satisfaction of the
conditions precedent to such disbursement obligation as set forth herein, but
in no event more than once per month. Each such Lessee’s request for the
disbursement of Lessor’s 2010 Work Contribution shall also include written
information in reasonable detail (which information may be provided on an AIA
Form G702 Application for Payment with Continuation Sheet AIA Form 703 attached
or in a form containing similar information and detail) so that Lessor can
readily determine the type, class and respective amounts of the expenditures
made with such sums requested (ie: the type of “hard costs” or “soft costs”
etc.), and Lessee shall reasonably cooperate with Lessor to provide Lessor with
further information in the event that Lessor has any inquiries with respect to
the same. In the event that Lessee shall not be entitled to receive a
disbursement of Lessor’s 2010 Work Contribution by reason of a default by
Lessee under the terms and conditions of the Lease on Lessee’s part to be
observed and performed as set forth in the first sentence of this Paragraph C
of this Article SECOND (such a disbursement being referred to herein as a
“Refused Disbursement”), and in the further event that Lessee shall
subsequently cure such default (without any obligation of Lessor to accept such
cure after the expiration of any applicable notice and grace periods set forth
in Article 15 of the Lease), then, following the acceptance, if any, by Lessor
of such cure by Lessee, Lessee shall be entitled to receive such Refused
Disbursement in accordance with, and subject to, the terms and provisions of
this Paragraph C of this Article SECOND.


                                                D.          Notwithstanding
the aforesaid, Lessor shall not be required to disburse the last ten (10%)
percent of Lessor’s 2010 Work Contribution until the occurrence of all of the
following: (x) substantial completion of Lessee’s Additional Space Installation
in accordance with the plans and specifications approved by Lessor and
otherwise in accordance with the provisions of the Lease and a certification by
Lessee’s architect or designer to that effect (which certification may be
provided on AIA Form G704 Certificate of Substantial Completion or in a form
containing similar information and detail), (y) proof in form reasonably
satisfactory to Lessor of complete payment by Lessee of the cost and expense of
such Lessee’s Additional Space Installation (including copies of all cancelled
checks not previously delivered to Lessor and receipt of final waivers of
mechanics liens from all contractors, subcontractors, materialmen and laborers
who performed any services or delivered any materials in connection with such
Lessee’s Additional Space Installation), and (z) proof that all consents,
approvals or signoffs to be obtained by Lessee under any laws or applicable
legal requirements or as required by any 


6





governmental authority have been obtained; upon compliance of the
aforesaid, then, provided that Lessee is not then in default (x) under any of
the non-monetary terms, covenants or conditions of the Lease on Lessee’s part
to be observed or performed beyond any applicable notice and grace periods set
forth in the Lease or (y) of the monetary covenants set forth in the Lease, the
balance of Lessor’s 2010 Work Contribution shall thereafter be distributed to
Lessee from the Escrowed Contribution in accordance with the provisions of this
Article SECOND.


                                                E.          The
making of the Lessor’s 2010 Work Contribution by Lessor shall constitute a
single nonrecurring obligation on the part of Lessor. In the event the Lease is
renewed or extended for a further term by agreement or operation of law,
Lessor’s obligation to give Lessor’s 2010 Work Contribution or any part thereof
shall not apply to any such renewal or extension.


                                                F.          Lessee
acknowledges and agrees that Lessor is merely acting on behalf of Lessee in
connection with the disbursement of the Lessor’s 2010 Work Contribution in
accordance with the provisions of this Article SECOND to Lessee for the
contractors, suppliers and materialmen employed in connection with Lessee’s
Additional Space Installation, and that Lessor shall have no obligation,
liability or responsibility to any of the contractors, suppliers or materialmen
seeking any of the Lessor’s 2010 Work Contribution pursuant to any of the
aforesaid contracts or agreements with such contractors, suppliers or
materialmen or otherwise, provided that Lessor shall be obligated to disburse
such Lessor’s 2010 Work Contribution only as expressly provided by the
provisions of this Article SECOND. Nothing contained in this Article SECOND
shall relieve Lessee of any obligations or liabilities to such contractors,
suppliers or materialmen under such contracts, agreements or otherwise. Nothing
contained in this Article SECOND shall relieve any obligations of Lessee under
the Lease. Lessee shall indemnify Lessor and anyone claiming through or under
Lessor from all loss, cost, liability and expense, including but not limited to
reasonable counsel fees, incurred in connection with, or arising from, any
claims or actions by any contractors, suppliers or materialmen employed in
connection with Lessee’s Additional Space Installation, except for any claims
arising from the gross negligence or willful misconduct of Lessor.


                                                G.          (1)          Prior
to the performance of Lessee’s Demising Work, Lessee shall submit to Lessor
plans and specifications required by law or other applicable legal requirements
in connection therewith, including plans which delineate the location of the
demising wall, which plans and specifications shall be subject to the review
and approval of Lessor. Following Lessor’s approval of such plans and
specifications (which approval shall be granted or denied in accordance with
the provisions of the Lease), Lessee may secure two (2) bids for all
construction trades necessary for the performance of such work and deliver the
same to Lessor promptly following receipt thereof. Lessor shall also have the
option to secure an additional bid for such Lessee’s Demising Work and Lessor
hereby advises Lessee that Lessor has secured such bid from Mr. Schoenbach (“Lessor’s
Demising Contractor”). Lessee shall remit to Lessor copies of all bills
submitted to Lessee by the contractor performing Lessee’s Demising Work
(including without limitation, all bills relating to the payment of any
downpayment to the contractor performing Lessee’s Demising Work and the filing
of such work as required by applicable laws or other legal requirements) and
promptly thereafter, Lessee shall be reimbursed from the Escrowed Contribution
in accordance with the provisions of Paragraph B(2) of this Article SECOND for
the actual cost of such Lessee’s Demising Work as evidenced by such bills (such
reimbursement is referred to as “Lessor’s Demising Work Contribution”),
but in no event shall Lessor’s Demising Work Contribution exceed Ninety
Thousand and 00/100 ($90,000.00) Dollars if the contractor performing such
Lessee’s Demising Work is a contractor other than Lessor’s Demising Contractor.
Such reimbursement shall be in 


7





addition to any amounts provided as part of Lessor’s 2010 Work
Contribution as described in paragraph B of this Article SECOND and shall be
disbursed for the costs of such Lessee’s Demising Work in the same manner
provided for the disbursements of Lessor’s 2010 Work Contribution set forth in,
and subject to the terms and conditions of, paragraphs B(2) and C of this
Article SECOND, provided that (i) the term Lessor’s 2010 Work Contribution
therein shall be deemed to mean Lessor’s Demising Work Contribution, and the
term Lessee’s Additional Space Installation therein shall be deemed to mean
specifically Lessee’s Demising Work and (ii) in lieu of the documentation
required pursuant to Paragraphs C and D of this Article SECOND, solely with
respect to the distribution of Lessor’s Demising Work Contribution, Lessee
shall deliver copies of vouchers or bills, in form reasonably acceptable to
Lessor, for the cost and expense of the portion of Lessee’s Demising Work which
is the subject of the disbursement in question, and partial waivers of
mechanic’s liens from all contractors, subcontractors, materialrnen and
laborers who performed any services or delivered any materials in connection
with Lessee’s Demising Work and which services or materials are the subject of
the previous distribution by Lessor to Lessee of Lessor’s Demising Work
Contribution, with it understood that (x) Lessee shall be required to deliver the
final lien waivers and cancelled checks set forth in clause (y) of Paragraph D
no later than thirty (30) days next following Lessor’s final disbursement of
Lessor’s Demising Work Contribution, and (y) at the time Lessee delivers the
documentation required pursuant to clauses (x) and (z) of Paragraph D of this
Article SECOND with respect to Lessee’s Additional Space Installation, Lessee
shall also be required to deliver such documentation with respect to Lessee’s
Demising Work. Notwithstanding anything contained in the Lease to the contrary,
all components of Lessee’s Demising Work, or any replacement thereof and any
installments in connection therewith, whether made by Lessee or Lessor, shall
upon expiration or sooner termination of the Term be deemed the property of
Lessor. The parties agree that for purposes of the following provisions of this
Paragraph G and for the purposes of paragraphs H and I below, Lessee’s
Additional Space Installation shall be deemed to include Lessee’s Demising
Work.


                                                              (2)          Lessor
shall designate in writing, at the same time that Lessor shall comment upon or
otherwise approve Lessee’s plans and specifications for Lessee’s Additional
Space Installation, (i) whether any alterations set forth on such plans and
specifications shall be a “Specialty Alteration” (as hereinafter defined) and
(ii) if the same shall be a Specialty Alteration, whether Lessee shall be
required to remove the same upon the expiration or sooner termination of the
Lease. It is understood that Lessor shall not have the right to designate any
alteration shown on such plans and specifications as a Specialty Alteration if
such alteration would not otherwise qualify as a “Specialty Alteration” pursuant
to the provisions of clause (3) of this paragraph G. If Lessor does not
designate an alteration shown on such plans and specifications as a Specialty
Alteration which Lessee shall have to remove, then Lessor shall not have the
right to require Lessee to remove such alteration upon the expiration or
earlier termination of the Demised Term or at any time thereafter.
Notwithstanding the foregoing, the parties hereto agree that Lessee shall not
be required to remove the elevator or stairway to be installed as part of
Lessee’s Additional Space Installation at the expiration or earlier termination
of the Demised Term.


                                                              (3)          For
purposes of this paragraph G, the term “Specialty Alterations” shall mean
alterations consisting of any supplemental HVAC units, kitchens, private
interior staircases, executive or private bathrooms, raised computer floors,
vaults, any steel plates or reinforcement installed by Lessee (including
without limitation, in connection with libraries or file systems), dumbwaiters,
pneumatic tubes, horizontal transportation systems, and any other alterations
of a 


8





similar character to those enumerated in this sentence, and the
installation of any equipment outside of the Demised Premises.


                                                H.          (1)          If
Lessee shall be unable to procure any governmental permit, license, approval or
signoff required in order to permit Lessee to perform Lessee’s Additional Space
Installation solely due to any violation of any law or other legal requirement
affecting the 2010 Additional Space or the Building not caused by Lessee, those
claiming by, through or under Lessee or any of Lessee’s or such other person’s
agents (an “Existing Violation”), then (A) Lessor shall, with reasonable
diligence, take such actions which are necessary in order to cure such Existing
Violation and (B) if solely as a result of the existence of such Existing
Violation, Lessee is prevented from performing Lessee’s Additional Space
Installation on days which Lessee would otherwise be performing the same or
from legally occupying the 2010 Additional Space when Lessee is otherwise ready
to occupy the same, then as Lessee’s sole remedy, the 2010 Rent Holiday Period
shall be extended by one (1) day for each day in the period commencing on the
date one (1) business day immediately following the date that Lessee has
delivered a notice to Lessor with respect to such delay and continuing until
the earlier of (x) the date on which such Existing Violation is cured and (y)
the date on which Lessee shall commence or resume construction of Lessee’s
Additional Space Installation or be permitted to legally occupy the 2010
Additional Space, as the case may be.


                                                              (2)          Lessee
acknowledges that Lessee, at Lessee’s sole cost and expense, shall be required
to obtain any governmental permit, license, approval or signoff (including
without limitation any certificate of occupancy, zoning or planning board
approvals, and construction sign-offs) required in order to permit Lessee to
perform Lessee’s Additional Space Installation and to thereafter legally occupy
the 2010 Additional Space. If Lessee is unable to obtain any such governmental
permit, license, approval or signoff for any reason other than as a result of
the existence of an Existing Violation (as contemplated under Paragraph H(1)
above), then Lessee shall not be entitled to the extension of the 2010 Rent
Holiday Period set forth in Paragraph H(1) above. Lessor, at no cost or expense
or liability to Lessor, agrees to reasonably cooperate with Lessee, its
architect and its contractors and, at Lessee’s sole cost and expense, join in
any application by Lessee to the extent Lessor is required to be a party
thereto for any permits, licenses, approvals and/or sign-offs for the
performance of Lessee’s Additional Space Installation, provided (i) Lessor is
reasonably satisfied as to the factual contents of any such application and (ii)
Lessee shall indemnify Lessor against any loss, cost, liability, damage and
expense, including, but not limited to, reasonable counsel fees, arising out
of, or from, the execution by Lessor of any such application except to the
extent such loss, cost, liability, damage or expense arises out of any improper
acts or omissions of Lessor. The obligation of Lessee to indemnify Lessor as
set forth in this Paragraph H(2) shall survive the expiration or sooner
termination of the Lease.


                                                I.          (1)          Lessor
shall respond to Lessee’s request for approval of any plans and specifications
submitted by Lessee to Lessor with respect to Lessee’s Additional Space
Installation within seven (7) business days of the submission or resubmission,
and if Lessor shall withhold its approval, it shall notify Lessee of its
reasons therefor with reasonable specificity within such seven (7) business day
period. If Lessor shall fail to respond within the aforementioned time period,
then Lessee shall have the right to give a second notice to Lessor stating that
Lessor failed to respond to Lessee’s submission of such plans and
specifications, and stating that in the event Lessor shall fail to approve
Lessee’s plans or respond with specific comments thereto within seven (7)
business days after submission by Lessee to Lessor of such second notice, then
Lessee’s request for approval of plans shall be deemed approved. If Lessor
shall then fail to approve Lessee’s plans or respond with specific comments 


9





thereto within such seven (7) business day period following the
delivery of such second notice, such failure to respond shall be deemed
Lessor’s approval, but only if (x) any such second notice by Lessee shall have
contained a statement in bold print and capitalized letters at the top thereof
that Lessor’s failure to approve Lessee’s plans or respond with specific
comments thereto within seven (7) business days shall be deemed approval by
Lessor of such plans, and (y) Lessee shall have, when Lessee delivered such
second notice, also (i) emailed a copy of the same to both Paul Cooper, at
email address “pcooper@ghvny.com” and Louis Sheinker, at email address
“lsheinker@ghvny.com” (or to such other individuals as Lessor may have previously
given written notice of to Lessee), and (ii) placed a phone call to Paul Cooper
or Louis Sheinker at 516-693-5500 (or such other person who has been designated
by Lessor in a written notice to Lessee) alerting him (or such other person) to
the same. Lessee shall reimburse Lessor, within thirty (30) days following
demand therefore, for all third party architect and engineering fees actually
incurred by Lessor in connection with its review of the plans and specification
submitted by Lessee with respect to Lessee’s Additional Space Installation,
which reimbursement shall not exceed One Thousand Seven Hundred and 00/100
($1,700.00) (such sum, the “Review Cap”). Notwithstanding the
immediately preceding sentence, in the event Lessee shall submit to Lessor a
set of plans and specifications in replacement of plans and specifications
previously reviewed by Lessor (as opposed to a re-submission of plans and
specifications in response to Lessor’s comments thereto), then Lessee shall
reimburse Lessor for all third party architect and engineering fees actually
incurred by Lessor in connection with its review of such replacement plans and
specification as if such plans and specifications were the initial set of plans
and specifications submitted by Lessee, which reimbursement with respect to
such replacement plans shall not exceed the Review Cap, but with it understood
that any fees for which Lessee was obligated to reimburse Lessor with respect
to any previously-submitted plans and specifications shall not be credited against
the Review Cap. Lessor hereby approves those certain plans and specifications
prepared by RSC Architects with respect to Lessee’s Additional Space
Installation, including without limitation, the installation of an elevator as
more particularly shown on such plans and specifications.


                                                              (2)          Lessor
shall respond to Lessee’s request for approval of any contractors and/or
subcontractors submitted by Lessee to Lessor with respect to the performance of
Lessee’s Additional Space Installation within three (3) business days of the
date on which (I) Lessee has submitted to Lessor the name(s) of such
contractors and/or subcontractors accompanied by appropriate references and
descriptions of comparable projects and (II) such references have adequately
responded to Lessor’s reasonable inquiries, and if Lessor shall withhold its
approval, it shall notify Lessee of its reasons therefor with reasonable
specificity within such three (3) business day periods. If Lessor shall fail to
respond within such three (3) business day period, then Lessee shall have the
right to give a second notice to Lessor stating that Lessor failed to respond
to Lessee’s submission of the name(s) of such contractors and or subcontractors,
and stating that in the event Lessor shall fail to approve such contractor
and/or contractor within three (3) business days after submission by Lessee to
Lessor of such second notice, then Lessee’s request for approval of such
contractor and/or subcontractor shall be deemed approved. If Lessor shall then
fail to approve Lessee’s submitted contractor and/or subcontractor within such
three (3) business day period following the delivery of such second notice,
such failure to respond shall be deemed Lessor’s approval, but only if (x) any
such second notice by Lessee shall have contained a statement in bold print and
capitalized letters at the top thereof that Lessor’s failure to approve
Lessee’s submitted contractor and/or subcontractor within three (3) business
days shall be deemed approval by Lessor of such contractor and/or
subcontractor, and (y) Lessee shall have, when Lessee delivered such second
notice, also (i) emailed a copy of the same to both Paul Cooper, at email
address “pcooper@ghivny.com” and Louis Sheinker, at email address
“lsheinker@ghvny.com” (or to such other 


10





individuals as Lessor may have previously given written notice of to
Lessee), and (ii) placed a phone call to Paul Cooper or Louis Sheinker at
516-693-5500 (or such other person who has been designated by Lessor in a
written notice to Lessee) alerting him (or such other person) to the same.
Lessor hereby approves Louis Garguilo Company, Inc. as Lessee’s general
contractor with respect to Lessee’s Additional Space Installation.


                    THIRD:          Lessor
and Lessee each represents and warrants to the other that Cassidy Turley New
Jersey, Inc., CB Richard Ellis, Inc. and Lighthouse Real Estate Management
(collectively, the “Broker”) are the sole brokers with whom such party
has negotiated or otherwise dealt with in connection with the 2010 Additional
Space or in bringing about this Agreement. Lessor and Lessee shalt each
indemnify the other from all loss, cost, liability, damage and expenses,
including, but not limited to, reasonable counsel fees and disbursements,
arising from any breach of the foregoing representation and warranty. Lessor
shall pay any commission or fee due and owing to the Broker in connection with
this Agreement pursuant to a separate agreement.


                    FOURTH:          Lessee
hereby ratifies and confirms its obligations under the Lease and represents and
warrants to Lessor that, to the best of its knowledge, neither Lessee nor
Lessor is in default under the Lease. Additionally, Lessee further confirms and
ratifies that, as of the date hereof and to the best of its knowledge, (a) the
Lease remains in good standing and in full force and effect, and (b) Lessee has
no claims, counterclaims, setoffs or defenses against the Lessor arising out of
the Lease or in any way relating thereto or arising out of any other
transaction between Lessor and Lessee. Lessor hereby ratifies and confirms its
obligations under the Lease and represents and warrants, to the best of its
knowledge, that neither Lessee nor Lessor is in default under the Lease.


                    FIFTH:          Except
as modified hereby, the Lease shall remain unmodified and in full effect and
shall be binding upon Lessor and Lessee and their respective successors and
assigns. If any inconsistency exists or arises between the terms of this
Agreement and the terms of the Lease, the terms of this Agreement shall
prevail. This Agreement shall be governed by the laws of the State of New
Jersey. This Agreement may be executed in multiple counterparts, each of which
shall constitute an original, but all of which shall constitute one and the
same document.


[Signature Page Immediately Follows]


11





          IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Agreement as of
the day and year first above written.


	
 

	
 

	
 

	
 

	
 


	
 

	
LESSOR


	
 

	
 

	
 

	
 


	
 

	
WU/LH 100 AMERICAN L.L.C.


	
 

	
 

	
By:

	
Lighthouse
100 William Operating LLC,


	
 

	
 

	
 

	
its sole
manager


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
   /s/
Paul Cooper


	
 

	
 

	
 

	
 

	





	
 

	
 

	
 

	
              Name:
Paul Cooper


	
 

	
 

	
 

	
              Title:
Member


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
   /s/
Louis Sheinker


	
 

	
 

	
 

	
 

	





	
 

	
 

	
 

	
              Name:
Louis Sheinker


	
 

	
 

	
 

	
              Title:
Member


	
 

	
 

	
 

	
 


	
 

	
LESSEE


	
 

	
COTY US LCC


	
 

	
 

	
 


	
 

	
By:

	
   /s/
Ralph Macchio


	
 

	
 

	





	
 

	
 

	
Name: Ralph
Macchio


	
 

	
 

	
Title: Sr.
VP R&D, CSO




12





EXHIBIT A


[Floor Plan]






EXHIBIT
B


[Floor Plan]


14






Exhibit 2


ESCROW AGREEMENT


THIS ESCROW AGREEMENT (the “Agreement”),
dated as of August ____, 2010, between (1) WU/LH
100 American L.L.C., having an office at c/o Lighthouse Real Estate
Management, 60 Hempstead Avenue, Suite 718, West Hempstead, New York, 11552 (“Lessor”),
and (2) Coty US LLC, formerly
known as Coty US, Inc., having an office and principal place of business at 410
American Road, Morris Plains, New Jersey 07950 (“Lessee”); and (3) Mark L. Lubelsky and Associates, herein
referred to as “Escrow Agent”,
with an address of 123 West 18th Street, 8th Floor, New York, New York 10011
Attention: Mark L. Lubelsky, Esq. 


R E C I T A L S:


A.          Lessor,
as successor-in-interest to Baker Properties Limited Partnership, and Lessee,
previously entered into a written Lease of Improved Property, dated March 31,
2000, which was amended by a First Addendum dated as of August 1, 2006 and by a
Second Addendum dated as of September 8, 2009 and by a Third Addendum dated of
even date herewith (said Lease of Improved Property, as so modified, and as the
same may be modified from time to time, the “Lease”),
for approximately 14,251 square feet of space as more particularly described in
the Lease (such space is referred to herein as the “Demised Premises”) located in the building commonly known as
100 American Road, Morris Plains, New Jersey (the “Building”).


B.          Paragraph
B(2) of Article SECOND of the Third Addendum provides that Lessor is to place a
sum equal to $290,000.00 in escrow with Escrow Agent in accordance with an
escrow agreement generally for the purposes of being a source for payment of
costs associated with Lessee’s Additional Space Installation and Lessee’s
Demising Work (as such terms are defined in the Third Addendum).


C.          Lessor
and Lessee have agreed that this Agreement shall be the escrow agreement
referenced in such Paragraph B(2) of Article SECOND of the Third Addendum, and
Escrow Agent has agreed to serve as the escrow agent in accordance with the
terms of this Agreement.


NOW, THEREFORE, in consideration of the
making of the mutual promises and agreements herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:


Recitals. The
foregoing recitals are true and correct, and are incorporated herein by
reference.


Definitions. Unless
otherwise defined herein, the capitalized terms set forth in this Agreement
shall have the meaning set forth in the Lease.


Section
1.          Escrow Funds;
Investment of Escrow Funds.


A.          Escrow
Fund. On the date hereof, Lessor has deposited with Escrow Agent the sum of
Two Hundred Ninety Thousand and 00/100 ($290,000.00) Dollars. The deposit shall
constitute the “Escrow Fund” held by Escrow Agent under this Agreement.


1





B.          Holding
the Escrow Fund. The Escrow Fund shall be held by Escrow Agent in an
interest-bearing account with TD Bank, having an address at the branch located
at either 200 West 26th Street, New York, New York or 90 Fifth Avenue New
York, New York. All interest earned on the Escrow Fund shall accrue and become
a part of the Escrow Fund, and shall be disbursed to Lessor in accordance with
this Agreement. The Escrow Fund shall be segregated at all times from any and all
other accounts or funds of the Escrow Agent or any other party, and the Escrow
Fund shall be held and disbursed as hereinafter provided. All interest on the
Escrow Fund shall be taxable to Lessor. Lessor agrees to promptly execute any
and all additional Federal and state income tax or other information statements
or forms as reasonably requested by Escrow Agent in connection with the Escrow
Fund.


Section
2.          Provisions
Regarding Escrow Agent.


A.          Reliance
Rights. Escrow Agent may rely upon the genuineness and authenticity of any
document tendered to it by Lessor or Lessee and shall be under no duty of
independent inquiry with respect to any facts or circumstances recited therein.
Escrow Agent shall not be liable for any damage, liability or loss arising out
of or in connection with the services rendered by Escrow Agent pursuant to this
Agreement except for any damage, liability or loss resulting from the willful
or grossly negligent conduct of the Escrow Agent or any of its officers or employees.


B.          Duties.
Escrow Agent undertakes to perform only those duties which are expressly set
forth in this Agreement.


C.          Resignation.
Escrow Agent may resign and be discharged from its duties or obligations under
this Agreement by giving notice in writing to Lessee and Lessor of its
resignation specifying a date when the resignation shall take effect. Such date
shall not be earlier than thirty (30) days after the giving of the notice. If
Escrow Agent resigns, Lessor and Lessee shall arrange for a mutually acceptable
party to assume the duties of Escrow Agent (“New Escrow Agent”). The New Escrow
Agent shall execute an instrument evidencing its assumption of the duties of
Escrow Agent under this Agreement. Such instrument shall provide that the New
Escrow Agent shall have the same duties as under this Agreement and the benefit
of all provisions contained in this Agreement for the protection of Escrow
Agent. Lessor and Lessee shall notify Escrow Agent promptly of the appointment
of the New Escrow Agent and upon receipt of the notice, Escrow Agent shall
deliver the Escrow Fund to the New Escrow Agent. 


D.          Conflicting
Demands. Except as hereinafter provided in this Section 2.D, if conflicting
demands are made or notices are served upon the Escrow Agent with respect to
this Agreement, Escrow Agent shall refuse to comply with the claims or demands
and cease all further proceedings in the performance of this Agreement so long
as the disagreement shall continue. In so doing, the Escrow Agent shall not be
liable for damages or injuries to Lessor or Lessee or any other person for its
failure to comply with the conflicting or adverse demands or notices. Escrow
Agent shall continue to refrain or refuse to act until (i) the rights of the
adverse claimants have been finally adjudicated in a court of competent
jurisdiction, or (ii) all such conflicting claims or demands have been adjusted
by mutual agreement of the parties and the


2





Escrow Agent shall have received a written
agreement signed by Lessor and Lessee. In the alternative, Escrow Agent may,
but shall not be obligated to, deposit the disputed amount with such court of
competent jurisdiction and commence an action for interpleader for a
declaratory judgment for the purposes of having the respective rights of the
claimants adjudicated.


E.          Compliance
with Orders, Etc. If the Escrow Fund is at any time attached, garnished, or
levied upon under any court order or if the payment or delivery of the Escrow
Fund is stayed or enjoined by any court order, or if any order, judgment or
decree shall be made or entered by any court affecting the Escrow Fund, the
Escrow Agent is authorized, in its sole discretion, to rely upon and comply
with such order, writ, judgment or decree. Escrow Agent shall not be liable to
any of the parties or to any other person, firm or corporation by reason of
such compliance even though the order, writ, judgment or decree may be
subsequently reversed, modified, annulled, set aside or vacated.


F.          Release
of Escrow Agent. Upon making disposition of the Escrow Fund in accordance
with this Agreement, Escrow Agent shall be deemed fully released and discharged
from any and all duties and obligations under this Agreement, without the need
that any other documentation be executed by Lessor and Lessee.


G.          No
Responsibility. Escrow Agent shall not be responsible for (i) any
fluctuations in the interest rate applicable to any cash held by it pursuant to
or by virtue of this Agreement; (ii) the validity, sufficiency, collectibility,
or legal effect of any instrument deposited with Escrow Agent; (iii) the loss
or impairment of the Escrow Fund resulting from the failure, insolvency,
suspension, conservatorship, or receivership of a financial institution or
other depository, or (iv) the availability or sufficiency of federal deposit
insurance with respect to the Escrow Fund.


H.          No
Disqualification. Escrow Agent shall not be disqualified or otherwise
impaired in acting as escrow agent or title insurer for either Lessor or Lessee
by reason of its service as Escrow Agent under this Agreement, or in the event
that a dispute or litigation arises between Lessor and Lessee with respect to
this Agreement or the Escrow Fund.


Section
3.          Disbursements
of Escrow Fund.


A.          Disbursement
Procedures. Not more than once per month, Lessee may submit, by written
notice to Escrow Agent (with copy to Lessor), a written request (“Request”) to
Escrow Agent and Lessor requesting the release of a portion of the Escrow Fund to
cover Lessee’s costs incurred in connection with Lessee’s Additional Space
Installation and/or Lessee’s Demising Work which shall be accompanied by the
documentation required under, and otherwise comply with all of the terms and
conditions set forth in, Paragraphs C, D or G(1) (as the case may be) of
Article SECOND of the Third Addendum. Lessor shall have no right to object to
the Request unless, in good faith, Lessor notifies Escrow Agent and Lessee in
writing, within five (5) business days after Lessor’s receipt of a Request,
that Escrow Agent is not to comply with the request because the payment of the
Request is not supported by either the documentation required to be supplied by
Lessee in accordance with Paragraphs C, D or G(1) (as the case may be) of
Article SECOND of the Third Addendum or is not otherwise in compliance with the
terms and conditions set forth in such Paragraphs C, D or G(1) (as the case may
be) or is not for payment of items of Lessee’s Additional Space Installation or
Lessee’s Demising Work or 


3





because Lessee is in default under the terms
and conditions of the Lease on Lessee’s part to be observed and performed as
set forth in the first sentence of Paragraph C of Article SECOND of the Third
Addendum (such action by Lessor and written notice is referred to herein as an
“Objection”). In such event, Lessor and Lessee shall make a good faith effort
to resolve the Objection. If Lessor and Lessee cannot resolve the Objection
within ten (10) business days from the date of receipt by Lessee of the
Objection, Escrow Agent shall not make the disbursement, but rather shall
continue to hold the requested Escrow Funds pending resolution of such dispute.
Any such disbursements from the Escrow Fund made pursuant to this Section 3.A
shall be (x) made within thirty (30) days of submission of Lessee’s request
therefore accompanied by required documentation, unless Lessor objects thereto
as provided herein and (y) in the form of a check drawn on an attorney escrow
account payable to Lessee, unless otherwise agreed to by Lessor and Lessee in
writing. Lessor and Lessee agree that in the event an Objection is made as a
result of Lessee’s default under the terms and conditions of the Lease, Lessee
shall have the right to receive the Refused Disbursement (as such term is
defined in the Third Addendum) subject to the terms and conditions of the last
sentence of Paragraph C. 


B.          Prevailing
Party’s Right to Fees and Costs. If a party prevails in any litigation
relating to any objection hereunder, or any other matter arising out of this
Agreement, then, in addition to all other amounts payable to the prevailing
party pursuant to this Agreement and the Lease, the non-prevailing party shall
pay all of the prevailing party’s reasonable costs and expenses incurred in
connection with such dispute (including reasonable attorneys’ fees, court costs
and expert witness fees). In no event shall Escrow Agent be responsible for the
payment of any costs, expenses, attorney’s fees, expert witness fees or similar
costs, expenses, fees incurred by a prevailing party or for the payment of
consequential or similar damages.


C.          Intentionally
Omitted


D.          Entitlement
to Interest. All interest accrued in the Escrow Fund shall be distributed
to Lessor at the time of the final disbursement by Escrow Agent of amounts
remaining in the Escrow Fund.


Section
4.          Costs. All
of Escrow Agent’s costs in connection with the creation of the Escrow Fund and
with making disbursements from the Escrow Fund shall be borne equally by Lessor
and Lessee.


Section
5.          Notices.
Any demand, notice or other communication required or permitted to be given
hereunder shall be in writing, and shall be delivered by a recognized overnight
national carrier service (such as Federal Express) for next business day
delivery (with a courtesy copy via e-mail) to the parties (including the Escrow
Agent in all cases) at the addresses set forth in the first paragraph of this
Agreement (or to such other addresses as the parties may specify by due notice
to the other). Notice shall be deemed to have been received by such party at
the time the physical notice is delivered to such party’s designated address.
Confirmation by the courier delivering any notice given pursuant to this
paragraph shall be conclusive evidence of receipt of such notice. Each party
hereby agrees that it will not refuse or reject delivery of any notice given
hereunder, that it will acknowledge, in writing, receipt of the same upon
request by any other party, and that any notice rejected or refused by it shall
be deemed for all purposes of this


4





Agreement to have been received by the
rejecting party on the date so refused or rejected, as conclusively established
by the records of the U.S. Postal Service or the courier service.


Section
6.          Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the parties hereto, including but not limited to
any one or more successors to Lessor of the landlord’s interest under the
Lease.


Section
7.            Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of New Jersey without regard to the conflicts of
laws and/or provisions thereof.


Section
8.              Waiver of Jury
Trial. Lessor, Lessee and Escrow Agent each hereby waive trial by jury in
any action, proceeding or counterclaim brought by any party against any other
party on any matter whatsoever arising out of or in any way connected with this
Agreement.


Section
9.           Modification
of Agreement. This Agreement may not be amended or modified, nor may any
obligation hereunder be waived orally, and no such amendment, modification or
waiver shall be effective for any purpose unless it is in writing and signed by
the party against whom enforcement thereof is sought.


Section
10.          Entire
Agreement. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter herein contained and all prior
negotiations, discussions, writings and agreements between the parties with
respect to the subject matter herein contained are superseded and of no further
force and effect; provided, however, in no event is this Agreement intended to
supercede, amend, limit or modify the Lease.


Section
11.          Invalidity.
If any provision hereof shall be declared invalid by any court or in any
administrative proceedings, then the provisions of this Agreement shall be
construed in such manner so as to preserve the validity hereof and the
substance of the transaction herein contemplated to the extent possible. The
captions and paragraph headings are provided for purposes of convenience of
reference only and are not intended to limit, define the scope of, or aid in
interpretation of, any of the provisions hereof.


Section
12.          Counterparts.
This Agreement may be executed and delivered in several counterparts (and such
delivery may occur via facsimile transmission or email), each of which, when so
executed and delivered, shall constitute an original, fully enforceable
counterpart for all purposes.


 [Remainder of page intentionally left blank]


5





          IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 LESSOR:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
      WU/LH 100 AMERICAN L.L.C.

 
	
  

 	
  

 	
 By:

 	
 Lighthouse
 100 William Operating LLC,

 
	
  

 	
  

 	
  

 	
         its
 sole manager

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 WITNESS:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 
	 

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
 Name:
 Paul Cooper

 
	
  

 	
  

 	
  

 	
  

 	
 Title:
 Member

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 WITNESS:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 
	 

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
 Name:
 Louis Sheinker

 
	
  

 	
  

 	
  

 	
  

 	
 Title:
 Member

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 LESSEE

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 COTY US LCC

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 WITNESS:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 
	 

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ESCROW AGENT

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 MARK L. LUBELSKY AND ASSOCIATES

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 WITNESS:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 
	 

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
 Name:
 Mark L. Lubelsky

 


6