Exhibit 10.9


LEASE AGREEMENT

FOR IMPROVED PROPERTY


at


AMERICAN ENTERPRISE PARK

BUILDING 400

MORRIS PLAINS, NEW JERSEY


between


BAKER PROPERTIES, L.P.


and


COTY, INCORPORATED

A Subsidiary of

Joh A. Benckiser GmbH






INDEX

to


LEASE OF IMPROVED PROPERTY

for


COTY, INCORPORATED


AMERICAN ENTERPRISE PARK

BUILDING 400

MORRIS PLAINS, NEW JERSEY


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article

 	
  

 	
 Definition

 	
  

 	
 Page

 
	 

 	
  

 	 

 	
  

 	 

 
	
 1

 	
  

 	
 Demised Premises

 	
  

 	
 1

 
	
 2

 	
  

 	
 Term

 	
  

 	
 2

 
	
 3

 	
  

 	
 Rent

 	
  

 	
 2

 
	
 4

 	
  

 	
 Improvements

 	
  

 	
 4

 
	
 5

 	
  

 	
 Use

 	
  

 	
 5

 
	
 6

 	
  

 	
 Common Areas and Parking

 	
  

 	
 5

 
	
 7

 	
  

 	
 Covenant of Title and
 Quiet Enjoyment

 	
  

 	
 6

 
	
 8

 	
  

 	
 Signs

 	
  

 	
 7

 
	
 9

 	
  

 	
 Repairs, Maintenance,
 Alterations

 	
  

 	
 7

 
	
 10

 	
  

 	
 Damage or Destruction

 	
  

 	
 8

 
	
 11

 	
  

 	
 Condemnation

 	
  

 	
 9

 
	
 12

 	
  

 	
 Utilities and Taxes

 	
  

 	
 9

 
	
 13

 	
  

 	
 Insurance

 	
  

 	
 10

 
	
 14

 	
  

 	
 Subordination

 	
  

 	
 12

 
	
 15

 	
  

 	
 Conditional Limitation and
 Default Provisions

 	
  

 	
 13

 
	
 16

 	
  

 	
 Termination

 	
  

 	
 13

 
	
 17

 	
  

 	
 Holding Over

 	
  

 	
 14

 
	
 18

 	
  

 	
 Commissions

 	
  

 	
 14

 
	
 19

 	
  

 	
 Inspection of Premises

 	
  

 	
 14

 
	
 20

 	
  

 	
 Financial Statements

 	
  

 	
 14

 
	
 21

 	
  

 	
 Indemnification

 	
  

 	
 15

 
	
 22

 	
  

 	
 Waiver of Trial by Jury

 	
  

 	
 15

 
	
 23

 	
  

 	
 Recovery of Costs

 	
  

 	
 15

 
	
 24

 	
  

 	
 Notice

 	
  

 	
 16

 
	
 25

 	
  

 	
 Successors and Assigns

 	
  

 	
 16

 
	
 26

 	
  

 	
 Lessor

 	
  

 	
 16

 
	
 27

 	
  

 	
 Operation & Manner of
 Use by Lessee

 	
  

 	
 16

 
	
 28

 	
  

 	
 Shoring

 	
  

 	
 17

 
	
 29

 	
  

 	
 Lease Modification

 	
  

 	
 18

 
	
 30

 	
  

 	
 Construction of Lease

 	
  

 	
 18

 
	
 31

 	
  

 	
 Assignment-Subletting

 	
  

 	
 18

 
	
 32

 	
  

 	
 Option to Renew

 	
  

 	
 19

 
	
 33

 	
  

 	
 Lessee’s Right to
 Terminate

 	
  

 	
 20

 
	
  

 	
  

 	
 Signature Page

 	
  

 	
 20

 
	
  

 	
  

 	
 Notary Page

 	
  

 	
 21

 










AMERICAN ENTERPRISE PARK


LEASE OF IMPROVED PROPERTY


          This Lease
made and entered into this 12th day of November, 1992 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,
Incorporated, a wholly 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 235 East 42nd Street, New York, New York 10017, 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 and made a part
hereof, and the mezzanine space outlined in green on Exhibit “A” located
above a portion of the grade level
space (collectively called “Demised Premises”), consisting of a 15,890 square
foot area, which includes a 540 square foot lobby, forming part of a structure
erected, constituting part of the Complex, outlined in black on Exhibit “B”,
located at American Enterprise Park, 400 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 exclusive
right to the use of twenty (20) automobile parking spaces located within the
Complex.


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          (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 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 seven (7) years, 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 seventh (7th) anniversary date of the commencement
occurs. The Term of this Lease shall commence and Lessee’s obligation to pay
the rent and other charges provided for herein shall commence and become due
and payable on the date on which a Certificate of Occupancy (temporary or
permanent) for the Demised Premises is issued and substantial completion of
Lessor’s Work has occurred or on the date when Lessee shall begin to occupy the
Demised Premises, whichever is earlier.


          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 during the initial four (4) years of the Term, plus the
initial partial month if applicable, in the amount of $88,263 (Eighty-Eight
Thousand Two Hundred Sixty-Three Dollars) per year in equal monthly
installments of $7,355.20 (Seven Thousand Three Hundred Fifty-Five Dollars and
twenty cents). This Basic Rent is calculated on the basis of $5.75 per sq. ft.
of floor area in the Demised Premises, excluding the lobby which is free of
Basic Rent. The Basic Rent shall be increased at the beginning of the fifth
(5th) year. The Basic Rent during the period from the forty-ninth (49th) month
through the eighty-fourth (84th) month of the 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 of $88,263.00. The Index as of
the first month of the Term shall constitute the Escalation Index. The
Escalation Index shall be divided by the Base Index; this shall constitute the
percentage increase of the Basic Rent at the beginning of the fifth year. For
example, if the Base Index is 120 and the Escalation Index is 150: the Basic 


2






Rent during that fifth, sixth and seventh years of the Term should be
(150 / 120 = 125% x $88,263 = $110,329). In no event shall the Basic Rent
decline.


                         Notwithstanding
the foregoing, the Basic Rent and Lessee’s Share of Complex Operating Costs
shall be waived during the initial four (4) months of the Term. Lessee shall
pay Basic Rent in advance of the first day of each month of the Term of this
Lease, commencing on the first day of the fifth (5th) month of the Term of this
Lease or March 1, 1993, whichever is later. 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 $7,355.20 (Seven Thousand Three Hundred Fifty-Five Dollars and twenty
cents), receipt of which is hereby acknowledged as rent for the first month.
All rental payments shall be paid to Lessor at P. O. Box 7777-W4280,
Philadelphia, Pennsylvania 19175 or at such 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 $0.02
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 and 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.


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Excluding therefrom only the costs and expenses required of Lessor
pursuant to Article 4 (a) 2. hereof.


                         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 12.25%.


4. IMPROVEMENTS


          (a)          Lessor’s
Work


                         1.          The
Lessor shall construct the improvements on the Demised Premises, in accordance
with the plans and outline specifications described in Exhibit C hereof, which
is defined as the “Lessor’s Work”. The Demised Premises shall be substantially
completed and ready for occupancy on or before November 1, 1992. Said date
shall be extended, however, for the period of any delay encountered by the
Lessor because of fire, earthquake, weather conditions, or other acts of God, acts
of the public enemy, riots, insurrections, strikes, labor disputes, lockouts,
governmental regulations or restrictions, shortages of labor or materials or
any other cause beyond the Lessor’s control. Except as provided above, Lessee
shall lease the Demised Premises from the Lessor in an “As Is” condition.


                         2.          Lessor’s
Warranty: The Lessor hereby warrants the construction of the Demised Premises
(i) to be free of defects in workmanship and material, (ii) to be in good
working order and (iii) to be in accordance with the specifications for the
same. Said warranty shall be in effect for a period of one year from the
commencement date of this Lease. During such period and thereafter, if Lessor
has not completed corrective work during the period of warranty, the Lessor
shall promptly undertake all necessary corrective work at its own cost and
expense. The warranty of the Lessor set forth herein shall be predicated and
conditioned upon the Demised Premises being used for the purposes intended and
not being abused by the Lessee. Any failure with regard to the Demised Premises
resulting from conditions beyond the reasonable control of the Lessor during
the warranty period, and all acts of omission or intentional acts of Lessee,
its agents or employees during such warranty period are excluded from the
warranty contained herein. The foregoing warranty and the remedies therefor are
exclusive as to any other warranties or remedies and are given by Lessor and
accepted by Lessee in lieu of any and all others expressed or implied except as
otherwise provided in the Lease and in lieu of any warranty of merchantability
and warranty of fitness for a particular purpose.


          (b)          Lessee’s
Work


                         1.          Within
thirty (30) days following the execution and delivery of this Lease, 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 


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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.


                         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.


                         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 $l,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. 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 


5






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.


                         Notwithstanding
the above, Lessee shall be permitted to park five (5) automobiles overnight and
Lessor shall have its cleaning and maintenance contractors work around such
automobiles.


          (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 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.


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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.


          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.


          (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 


7






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 unless such interruption or stoppage is within
Lessor’s control and continues for more than thirty (30) days.


          (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.


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 30% (thirty percent) of the floor area of the Demised
Premises is destroyed and restoration of the Demised Premises 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.


8






          (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.


11. CONDEMNATION


          If more
than 30% (thirty 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. 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 shall 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,
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.


9






          (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 to be improved pursuant to Exhibit C, the total area of finished space in the Demised Premises is 15,890 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 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:


10






                      (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.


11






          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
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.


12






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:


          (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 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


13






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, 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. Lessee’s
laboratory cabinets, counters, sinks, lighting fixtures on ground floor and
laboratory and lighting fixtures as well as 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 (11⁄2) 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 CB
Commercial, having an office at 433 Hackensack Avenue, Hackensack, New Jersey
07601- 6382, 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.


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 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.


14





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 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 or invitees. 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.


15





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, 235 East 42nd
Street, New York, New York 10017, 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.


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 


16





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;


          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.


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.


17





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
succeeding owner shall be liable hereunder to 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


          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.


          In the
event that Lessee desires to sublet the Demised Premise, 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. In the event Lessee serves 


18





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.


          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.


          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.


          Notwithstanding
the foregoing, Lessee shall be permitted with Lessor’s consent, which shall not
be unreasonably withheld but not subject to Lessor’s right of termination as
provided in Article 33, to sublet up to 75% (seventy-five percent) of the floor
area of the Demised Premises or to sublet the entire Demised Premises for up to
75% of the remaining Term of the Lease.


32. OPTION TO RENEW


          Provided
the Lessee is not in default hereunder and the period provided for curing such
default has not expired, the Lessee shall have the right to renew the Term of
this Lease for one (1) additional term of five (5) years. Lessee shall exercise
this renewal option by giving Lessor not less than twelve (12) months 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 term from the expiration of the initial term upon
the same terms and conditions, excepting Basic Rent, as during the initial Term
hereof.


          The
increase in the Basic Rent during the renewal period 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 of $88,263. The Index as of the
first month of the initial Term shall constitute the Base Index. The Index as
of the last month of the initial term shall constitute the Renewal Index. The
Renewal Index shall be divided by the Base Index; this shall constitute the
percentage increase of the Basic Rent during the renewal Term. For example, if
the Base Index is 120 and the Renewal Index is 150: the Basic Rent during that
renewal Term should be (150 / 120 = 125% x $88,263 = $110,328.75). In no event
shall the Basic Rent for the renewal Term be less than $88,263.00.


19





33. LESSEE’S RIGHT TO TERMINATE


          Provided
the Lessee is not in default hereunder and the period provided for curing such
default has not expired, the Lessee shall have the right to terminate this
Lease during the initial term. Such termination may be made at Lessee’s option
and shall be effective on the last day of the month during which the fourth
(4th) anniversary date of the commencement occurs. Lessee shall exercise its
right of termination by (i) giving Lessor not less than nine (9) months prior
written notice of its intention to terminate this Lease, and (ii) at the time
of issuance of such notice, paying to Lessor a termination payment equal to
$15,000.00 (Fifteen Thousand Dollars).


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




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 LESSOR:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 BAKER PROPERTIES

 
	
  

 	
  

 	
 LIMITED PARTNERSHIP

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 BAKER COMPANIES, INC.

 	
  

 
	
  

 	
 /s/
 ILLEGIBLE

 	
  

 	
 Its General Partner

 	
  

 
	
  

 	 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WITNESS

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
 /s/ Wm. A.
 Baker, Jr.

 	
  

 
	
  

 	 

 	
  

 	
  

 	 

 	
  

 
	
  

 	
 WITNESS

 	
  

 	
  

 	
 Wm. A.
 Baker, Jr.
President

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 LESSEE:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 COTY, INCORPORATED

 
	
  

 	
  

 	
  

 	
 A subsidiary of

 
	
  

 	
  

 	
  

 	
 JOH. A BENCKISER GmbH

 
	
  

 	
 /s/
 ILLEGIBLE

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 	
  

 
	
  

 	
 WITNESS

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
  

 	
 /s/
 ILLEGIBLE

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 
	
  

 	
 WITNESS

 	
  

 	
 By:

 	
 /s/ Jerry L. Abernathy

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 	
  

 	
  

 




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
Typed Name:
 

 	
Jerry L. Abernathy 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
President

 


20









	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
  

 	
 :

 
	
  

 	
 :ss:

 	
 Pleasantville

 
	
 COUNTY OF
 WESTCHESTER

 	
 :

 


          On the 12th
day of November, 1992, before me personally appeared William A. Baker, Jr. to
me known and known to me to be the 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.


	
  

 	
  

 	
  

 
	
 /s/ Elaine D. Sirois

 	
  

 	
  

 
	 

 	
  

 	
  

 
	
 NOTARY 

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ELAINE D.
 SIROIS

 
	
  

 	
  

 	
 Notary
 Public, State of New York

 
	
  

 	
  

 	
 Westchester
 County

 
	
  

 	
  

 	
 Reg. No.
 4764212

 
	
  

 	
  

 	
 Commission
 Expires 7/31/94

 





	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
  

 	
 :

 
	
  

 	
 :ss:

 	
  

 
	
 COUNTY OF
 NEW YORK

 	
 :

 	
  

 


          On this
22nd day of October, 1992, before me personally came Jerry L. Abernathy to me
known, who being by me duly sworn did depose and say that he resides at 235 E.
42nd St. NY, NY that he is the President, of Coty Incorporated, 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.


	
  

 	
  

 	
  

 
	
 /s/ John J. Hammer

 	
  

 	
  

 
	 

 	
  

 	
  

 
	
 NOTARY 

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 JOHN J.
 HAMMER

 	
  

 
	
 NOTARY
 PUBLIC, State of New York

 	
  

 
	
 No.
 .....................4642517

 	
  

 
	
 Qualified in
 Queens County

 	
  

 
	
 Cert. Filed
 in Queens County

 	
  

 
	
 Commission
 Expires March 30, 1993

 	
  

 


21





EXHIBIT A


[Floor Plan]





EXHIBIT B


[Floor Plan]


2






EXHIBIT C


to


LEASE OF IMPROVED PROPERTY


at

AMERICAN ENTERPRISE PARK

BUILDING 400

MORRIS PLAINS, NEW JERSEY


for


COTY, INCORPORATED


Space is leased “As Is” except for the following improvements:


1.          Lessor
will provide one (1) set of double doors on the west end of the building at
location of existing exit to allow deliveries of lab equipment to the space.


2.          Lessor
will provide a demising wall separating the Demised Premises from the balance
of the space in the Complex.


3.          Lessor will
provide electrical service and natural gas to the Demised Premises on separate
meters to allow Lessee to establish accounts directly with the utility
companies.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 AGREED TO
 AND ACCEPTED BY:

 	
  

 	
 AGREED TO
 AND ACCEPTED BY:

 
	
  

 	
  

 	
  

 
	
 LESSEE:

 	
  

 	
 LESSOR:

 
	
  

 	
  

 	
  

 
	
 COTY, INCORPORATED

 	
  

 	
 BAKER PROPERTIES 

 LIMITED PARTNERSHIP

 
	
  

 	
  

 	
  

 
	
 A subsidiary
 of

 JOH A. BENCKISER GmbH

 	
  

 	
 BAKER
 COMPANIES, INC. 

 Its General Partner

 
	
  

 	
  

 	
  

 
	
 By: 

 	
      /s/
 Jerry L. Abernathy

 	
  

 	
  

 	
 By:

 	
      /s/ Wm. A.
 Baker

 	
  

 
	
  

 	 

 	
  

 	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
 Wm. A.
 Baker, Jr.

 President

 	
  

 
	
    Jerry
 L. Abernathy

 	
  

 	
  

 	
  

 	
  

 	
  

 
	



 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Typed Name

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
    President

 	
  

 	
  

 	
  

 	
  

 	
  

 
	



 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title

 	
  

 	
  

 


3






COMMENCEMENT DATE STATEMENT


This
Commencement Date Statement is annexed to and forms a part of the Lease
Agreement dated the 12th day of
November, 1992, between Baker Properties Limited Partnership, as Lessor, and Coty, Incorporated as Lessee,
(“Lease”) covering the premises located at 400 American Road, Morris Plains and
outlined on marked prints denominated Exhibits “A” and “B” attached to said Lease.


Lessor and
Lessee agree that the commencement date for said Lease is November 18, 1992 and Lessee’s obligation to pay the Basic
Rent, Lessee’s share of Complex Operating Costs, and Lessee’s share of Real
Property Taxes shall commence on March 18, 1993, and that the expiration date of said Lease is November 30,
1999.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 LESSOR

 
	
  

 	
  

 
	
  

 	
 BAKER PROPERTIES L.P.

 
	
  

 	
 BAKER COMPANIES, INC.

 
	
  

 	
 Its General Partner

 
	
  

 	
  

 
	
  

 	
 BY: 

 	
     /s/
 William. A. Baker, Jr.

 
	
  

 	
  

 	 

 
	
  

 	
 WILLIAM A.
 BAKER, JR.

 
	
  

 	
 PRESIDENT

 
	
  

 	
  

 
	
  

 	
 DATE:

 	
       12/13/92

 
	
  

 	
  

 	



 
	
  

 	
  

 
	
  

 	
 LESSEE

 
	
  

 	
  

 
	
  

 	
 COTY, INCORPORATED

 
	
  

 	
  

 	
  

 
	
  

 	
 BY:

 	
      /s/
 Jerry L. Abernathy

 
	
  

 	
  

 	



 
	
  

 	
  

 	
  

 
	
  

 	



 
	
  

 	
  

 	
  

 
	
  

 	



 
	
  

 	
  

 	
  

 
	
  

 	
 DATE:

 	
       11/30/92

 
	
  

 	
  

 	



 









FIRST
ADDENDUM


          THIS FIRST
ADDENDUM made as of this 4th day of February, 1994 between Baker
Properties Limited Partnership, a Connecticut limited partnership, having an
office at 485 Washington Avenue, Pleasantville, New York 10570 (“Lessor”) and
Coty, Incorporated, a wholly 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 at 235 East 42nd Street, New
York, New York 10017 (“Lessee”).  


W I T N E S S E T H:


          WHEREAS,
Lessor and Lessee previously entered into a Lease Agreement dated November 12,
1992 (“Lease”); and,


          WHEREAS,
Lessor shall lease an additional 6,366 square feet of existing adjacent space
(as outlined in red on Exhibit A and hereinafter defined as “Additional Space”)
in its “As-Is” condition.


          NOW,
THEREFORE, in consideration of the mutual covenants herein set forth and for
good and valuable consideration, the parties hereby agree to amend the Lease as
follows:


          1.          Lessee’s
current space of 15,890 square feet is hereby revised to 16,560 square feet for
purposes of Lessee’s Share of Complex Operating Costs and Lessee’s Share of
Real Estate Taxes.


          2.          Lessor
hereby lets to Lessee and Lessee hereby takes and leases from Lessor the
Additional Space, which shall hereinafter be made a part of the Demised
Premises, thus making the total space in the Demised Premises 22,926 sq. ft.


          3.          Lessee
shall have the exclusive right to the use of five (5) additional parking spaces,
revising the number of exclusive parking spaces, as stated Lease Article 1(c),
to twenty-five (25).


          4.          Effective
February 1, 1994, Lessee’s Basic Rent will increase by $35,013.00 (Thirty-Five
Thousand Thirteen Dollars and no cents) per annum to $123,276.00 (One Hundred
Twenty-Three Thousand Two Hundred Seventy-Six Dollars and no cents) per annum,
payable in monthly installments of $10,273.00 (Ten Thousand Two Hundred
Seventy-Three Dollars and no cents). Commencing February 1, 1995, Lessee shall
pay a Basic Rent of $124,867.50 (One Hundred Twenty-Four Thousand Eight Hundred
Sixty-Seven Dollars and fifty cents) per annum in equal monthly installments of
$10,405.63 (Ten Thousand Four Hundred Five Dollars and sixty-three cents).
Commencing December 1, 1996 through November 30, 1999 (the “Expiration Date” of
the initial Term of the Lease), Lessee’s Basic Rent 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 of $124,867.50. The formula for
determining the Basic Rent related to the Consumer Price Index All Urban
Consumers, New York, New York - Northeastern New Jersey as defined in Lease
Article 3(a) is corrected as follows:


1





          The Index
as of the first month of the Term shall constitute the Base Index. The
Escalation Index shall be divided by the Base Index; this shall constitute the
percentage increase of the Basic Rent commencing December 1, 1996.


          5.          The
amount of finished space contained within the Demised Premises referred to in
Lease Article 12(c) is hereby revised to 22,926 sq. ft.


          6.          As
the Demised Premises is hereby redefined, Lessee’s Share of Complex Operating
Costs shall be 16.85% and Lessee’s Share of Real Estate Taxes shall be 29.14%.


          7.          The
escalation base for Basic Rent related to the Consumer Price Index All Urban
Consumers, New York, New York - Northeastern New Jersey as stated in the second
paragraph of Lease Article 32 Option to Renew shall be revised to
$124,867.50. In no event shall the Basic Rent for the renewal Term be less than
$124,867.50.


          8.          Common
Area Corridor (approximately 670 sq. ft.) - Mezzanine Level. For any future
renewal options which Lessee may exercise for the Demised Premises, and for as
long as the Common Area Corridor on the mezzanine level (shown on Exhibit B)
remains as a Common Area Corridor for purposes of legal exiting (and therefore
may not be used exclusively by Lessee as rentable area), Lessee shall only be
responsible for the payment of Real Estate Taxes and “Common Area Costs”
pursuant to the Lease for said Common Area Corridor.


          9.          The
penalty for early termination of this Lease as defined in Lease Article 33 is
hereby revised to $22,500.00 (Twenty-Two Thousand Five Hundred Dollars and no
cents).


          10.          Lessor
shall, at its own cost and expense, construct a full height dry wall demising
wall as shown on Exhibit A. Lessor shall relocate the existing electrical panel
currently in the Additional Space to the adjacent space as shown on Exhibit A
to a location acceptable to Lessor. Lessor’s Work shall include making this
electrical panel fully operable for use and which work shall also include
re-wiring the warehouse lighting for the adjacent space. Lessor shall also
extend the building sewer line approximately 60 ft. to the northeast section of
the building (as shown on Exhibit A) to a location acceptable to Lessor. Lessee
and Lessor shall equally share in the costs of the electrical panel and sewer
line relocation up to a maximum cost of $7,000.00 (Seven Thousand Dollars and
no cents). Upon the execution of this Amendment, therefore, Lessee will remit
to Lessor a maximum of $3,500.00 (Three Thousand Five Hundred Dollars and no
cents) as payment towards this Work. Except as provided herein, Lessee shall
lease the Additional Space in an “As-Is” condition.


          11.          Lessor
shall, upon its review and prior written approval of construction plans
submitted from Lessee, grant Lessee the right to install exterior windows,
within the Additional Space. This work shall be performed at Lessee’s sole cost
and expense.


          12.          Except
as otherwise provided herein, all other terms and provisions set forth in the
Lease shall continue with the same force and effect as if set forth at length.


          13.          This
Agreement shall be binding upon the parties hereto, their heirs, successors and
assigns.


2





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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 AGREED TO
 AND ACCEPTED BY:

 	
  

 	
 AGREED TO
 AND ACCEPTED By:

 
	
  

 	
  

 	
  

 
	
 LESSEE:

 	
  

 	
 LESSOR:

 
	
  

 	
  

 	
  

 
	
 COTY, INCORPORATED

 	
  

 	
 BAKER PROPERTIES 

 LIMITED PARTNERSHIP

 
	
  

 	
  

 	
  

 
	
 A wholly
 owned subsidiary of
JOH A. BENCKISER
 GmbH

 	
  

 	
 BAKER
 COMPANIES, INC. 

 Its General Partner

 
	
  

 	
  

 	
  

 
	
 By: 

 	
  /s/ ILLEGIBLE

 	
  

 	
 By:

 	
       /s/
 Wm. A. Baker, Jr.

 
	
  

 	 

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
 Wm. A.
 Baker, Jr.

 President

 


3





EXHIBIT
A


[FLOOR PLAN]


4





SECOND
ADDENDUM


to


LEASE OF IMPROVED PROPERTY


          THIS
AGREEMENT made as of this 10th day of March, 1997 by and between Baker Properties Limited Partnership,
having an office and principal place of business at 485 Washington Avenue,
Pleasantville, New York (“Lessor”) and Coty US Inc. (formerly known as Coty Inc.), a wholly owned
subsidiary of Joh A. Benckiser GmbH, a corporation organized under the laws of
the State of Delaware, having an office and principal place of business at 237
Park Avenue (10th Floor), New York, New York 10017 (“Lessee”).


W I T N E S S E T H:


          WHEREAS,
Lessor and Lessee previously entered into a written Lease Agreement dated
November 12, 1992 (“Master Lease”) which was later modified by
an amendment dated February 4, 1994 (“First
Addendum”), hereinafter referred to collectively as the “Lease”;
and,


          WHEREAS,
the Lease provides for the demise from Lessor to Lessee of 22,926 sq. ft. (“Existing
Premises”) of space in a building located in American Enterprise
Park, at 410 American Road, Morris
Plains, New Jersey; and,


          WHEREAS,
Lessee desire to increase the size of the Existing Premises by leasing adjacent
 space of approximately 5,871 sq. ft. (“Additional
Space”) as crosshatched in red for ground floor space on Exhibit A thus making the total area
28,796 sq. ft. as outlined on Exhibit A (“Demised Premises”) in red for ground space
and in green for mezzanine space; and,


          WHEREAS,
Lessee desires to extend the Term of the Lease currently scheduled to expire on November 30, 1999; and,


          WHEREAS,
the Lessor desires to lease such Additional Space to Lessee and extend the Term of the Lease.


          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 as of March 1, 1997 (“Expansion Date”) pursuant to
the terms and conditions as set forth herein:


          1.          Lessor
demises and lets to Lessee and Lessee leases and takes from Lessor the Additional Space which shall hereinafter
become the Demised Premises which will consist of 28,797 sq. ft. of finished space and no unfinished space.


          2.          The
Term of the Lease shall be extended to June 30, 2000.


          3.          Lessee
shall have the exclusive right to use an additional ten (10) automobile parking spaces, revising the number of
exclusive parking spaces, as defined in the Master Lease Article 1 (c), to thirty five (35) parking
spaces as outlined in blue on Exhibit B.





          4.          The
Basic Rent, as defined in Article 3 of the Master Lease, shall be $173,384.76
(One Hundred Seventy-Three Thousand Three Hundred Eighty-Four Dollars and
seventy-six cents) per annum payable in equal monthly installments of
$14,448.73 (Fourteen Thousand Four Hundred Forty-Eight Dollars and
seventy-three cents). 


          5.          Per
Article 3(b)2 of the Master Lease, Lessee’s Share of Complex Operating Costs shall be 24.22% and per Article 12(c) of the
Master Lease Lessee’s Share of Real Property Taxes shall be 35.29%.


          6.          Except
as provided herein, Lessee shall lease the Additional Space in an “As Is”
condition.


          7.          Article
33 of the Master Lease shall be deleted in its entirety.


          8.          Option
to Renew


                       a.          The
second paragraph of Master Lease Article 32 (Option to Renew), which was modified by Article 7 of the First
Addendum, shall be revised as follows:


                                    i.          The
Escalation Base for Basic Rent related to the Consumer Price  Index
All Urban Consumers, New York New York - Northeastern New Jersey shall be
$173,384.76.


                                    ii.          The
last sentence of the respective Articles shall be deleted and  replaced
by the following: In no event shall the Basic Rent for the renewal Term be less
than $173,384.76.


                       b.          The
Term under the Option to Renew, shall if exercised, commence on the expiration
of this Addendum.


          9.          All
Exhibits shall be attached and made part of this Agreement.


          10.        Except
as otherwise provided for herein, all other terms and provisions set forth in the Lease shall continue with the same force
and effect as if set forth herein at length.


          11.        This
Agreement shall be binding upon the parties hereto, their heirs, successors and assigns.





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




	
  

 	
  

 	
  

 	
  

 	
  

 
	
 AGREED TO AND ACCEPTED BY:

 	
  

 	
 AGREED TO AND ACCEPTED BY:

 
	
  

 	
  

 	
  

 
	
 LESSEE:

 	
  

 	
 LESSOR:

 
	
  

 	
  

 	
  

 
	
 COTY US INC.

 	
  

 	
 BAKER PROPERTIES 

 LIMITED PARTNERSHIP
BAKER COMPANIES, INC. 

 Its General Partner

 
	
  

 	
  

 	
  

 
	
 By: 

 	
      /s/
 Ralph Macchio 2/12/97

 	
  

 	
 By:

 	
      /s/
 Wm. A. Baker, Jr.

 
	
  

 	 

 	
  

 	
  

 	 

 
	
  

 	
 Ralph
 Macchio

 Vice President

 	
  

 	
  

 	
 Wm. A.
 Baker, Jr.

 President

 









EXHIBIT
A


[Floor Plan]





EXHIBIT
B


[Floor Plan]






THIRD ADDENDUM


to


Lease of Improved Property


          This
Third Addendum, made as of this 23rd day of January, 2000 between Baker
Properties Limited Partnership, a Connecticut Limited Partnership having an
office at 485 Washington Avenue, Pleasantville, New York (“Lessor”) and Coty US
Inc. (formerly know as Coty Inc.), is a indirectly owned subsidiary of Joh A.
Benckiser GmbH, a corporation organized under the laws of the State of
Delaware, having an office at 410 American Road, Morris Plains, New Jersey 07950
(“Lessee”). 


W I T N E S S E T H:


          WHEREAS Lessor and Lessee previously entered into a
Lease Agreement dated November 12, 1992, (“Master Lease”), which said Lease
Agreement was later amended by a First Addendum dated February 4, 1994 (“First
Addendum”), and further amended by a Second Addendum dated March 10, 1997
(“Second Addendum”), hereby collectively referred to as the “Lease”; and, 


          WHEREAS the lease provides for the demise from
Lessor to Lessee of a unit of 28,796 sq. ft. in a building located at 410
American Road, Morris Plains, New Jersey (“Demised Premises”); and, 


          WHEREAS the Lessee desires to extend the Term of the
Lease which is scheduled to expire on June 30, 2000 for an additional five
years to June 30, 2005 (“Expiration Date”); and, 


          NOW
THEREFORE, in
consideration of the mutual covenants herein set forth and for other good and
valuable consideration, the parties hereto agree to amend the Lease as of July
1, 2000 (“Extension Date”) as follows: 


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 The Term of the Lease
 shall be extended for five years to the Expiration Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Lessee’s Basic Rent per
 Article 3 a of the Master Lease shall be as follows: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 From

 	
  

 	
 To

 	
  

 	
 Basic Rent

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Annual

 	
  

 	
 Monthly

 	
  

 
	
 07-01-00

 	
  

 	
 12-31-02

 	
  

 	
 $ 251,973.75

 	
  

 	
 $ 20,997.75

 	
  

 
	
 01-01-03

 	
  

 	
 06-30-05

 	
  

 	
 $ 266,372.40

 	
  

 	
 $ 22,197.70

 	
  

 


payable
in equal monthly installments. In addition Lessee shall be responsible for its’
prorata 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.


1


Coty US Inc. Addendum 3

Jan. 11, 2000

Coty Add 3.doc 










	
  

 	
  

 	
  

 	
  

 
	
  

 
	
           3.
 Improvements: 

 
	
                   a.
 Except as provided herein, Lessee shall lease the Demised Premises in an “As
 Is” condition. 

 
	
                   b.
 Lessor shall provide Lessee a “Work Allowance” not to exceed $50,000 to be
 utilized by Lessee in the planning and performance of tenant improvements to
 the Demised Premises (“Lessee’s Work”).

 
	
                   c.
 Prior to the commencement of Lessee’s Work, Lessee shall supply to Lessor a
 copy of the plans and specifications of Lessee’s Work for Lessor’s approval
 which approval shall not be unreasonably withheld provided, however, that
 Lessor’s approval shall not be required for Lessee’s Work which is of a
 nonstructural nature and does not include modifications to the sprinklers or
 the mechanical systems and costs less than $20,000 to complete. 

 
	
                   d.
 The work as described in this Article 4 shall be performed by Lessee. 

 
	
                   e.
 Payment of Allowance to Lessee: 

 
	
  

 	
  

 	
  

 	
 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. 

 


                  f.
Such work shall also be performed in accordance with the terms and conditions
of Article 4. (b) of the Master Lease. 


          4.
Renewal Options 


          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) months 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 $9.75 per sq.
ft. per annum or higher than $16.00 per sq. ft. 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


2


Coty US Inc. Addendum 3

Jan. 11, 2000

Coty Add 3.doc






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. 


          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 $9.75 per sq. ft. per annum or greater than
$16.00 per sq. ft. 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 Basic Rent for the Second Renewal Term be less than the Basic
Rent during the First Renewal Term. 


As
part of this Third Addendum, Lessee hereby relinquishes its right to any other
rights of renewals not contained in this Third Addendum. 


          5.          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: 


3


Coty US Inc. Addendum 3

Jan. 11, 2000

Coty Add 3.doc 






                    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 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 4 a.
herein. The Term of the Lease for the Expansion shall not be less than three
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 fifteen (15) days from the date as stated in
Article 4a herein. 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. 


                    As
part of this Third Addendum, Lessee hereby relinquishes its right to any other
expansion option contained in the Lease. 


          6.       Except
as otherwise provided herein, all other terms and provisions set forth in the
Lease shall continue with the same force and effect as if set forth herein at
length. 


          7.       This
Agreement shall be binding upon the parties hereto, their heirs, successors and
assigns. 


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


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 AGREED TO
 AND ACCEPTED BY

 	
 AGREED TO
 AND ACCEPTED BY:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LESSEE:

 	
  

 	
 LESSOR:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 COTY US
 INC.

 	
  

 	
 BAKER
 PROPERTIES

 	
  

 
	
  

 	
  

 	
  

 	
 LIMITED
 PARTNERSHIP

 	
  

 
	
  

 	
  

 	
  

 	
 By: Baker Companies, Inc.

 	
  

 
	
  

 	
  

 	
  

 	
 Its General Partner

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
    /s/ Mac
 Mak

 	
  

 	
 By:

 	
    /s/
 Philip King 1/28/00

 	
  

 
	
  

 	 

 	
  

 	
  

 	 

 	
  

 
	
 Type Name: Mac Mak

 	
  

 	
 Philip King

 	
  

 
	
 Type Title: VP – Corp
 Development

 	
  

 	
 Vice President

 	
  

 




1


Coty US Inc. Addendum 3

Jan. 11, 2000

Coty Add 3.doc 






EXHIBIT A 


[Floor Plan]


2








FOURTH ADDENDUM


to


Coty US Inc.


Lease of Improved Property


          This
Fourth Addendum, made as of
this          day
of          , 2000 between
Baker Properties Limited Partnership, a Connecticut Limited Partnership having
an office at 485 Washington Avenue, Pleasantville, New York (“Lessor”) and Coty
US Inc. (formerly know as Coty, Inc.), is a indirectly owned subsidiary of Joh
A. Benckiser GmbH, a corporation organized under the laws of the State of
Delaware, having an office at 410 American Road, Morris Plains, New Jersey
07950 (“Lessee”). 


WITNESSETH:


          WHEREAS Lessor and Lessee previously entered into a
Lease Agreement dated November 12, 1992, (“Master Lease”), which said Lease
Agreement was later amended by a First Addendum dated February 4, 1994 (“First
Addendum”), further amended by a Second Addendum dated March 10, 1997 (“Second
Addendum”), and further amended by a Third Addendum executed January 23, 2000
hereby collectively referred to as the “Lease”; and, 


          WHEREAS the lease provides for the demise from
Lessor to Lessee of a unit of 28,797 sq. ft. in a building located at 410
American Road, Morris Plains, New Jersey (“Demised Premises”); and, 


          WHEREAS the Lessee desires to extend the Term of the
Lease which is scheduled to expire on June 30, 2005 for an additional five
years to June 30, 2010 (“Expiration Date”); and, 


          NOW
THEREFORE, in
consideration of the mutual covenants herein set forth and for other good and
valuable consideration, the parties hereto agree to amend the Lease as of July
1, 2000 (“Extension Date”) as follows: 


          1.          The
Term of the Lease shall be extended for five years to the Expiration Date. 


          2.          Lessee’s
Basic Rent (as defined in Article 3 a of the Master Lease) per Article 2 of the
Third Addendum shall be revised as follows: 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 From

 	
  

 	
 To

 	
  

 	
 Basic
 Rent

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Annual

 	
  

 	
 Monthly

 	
  

 
	
 07-01-00

 	
  

 	
 12-31-02

 	
  

 	
 $ 251,973.72

 	
  

 	
 $ 20,997.81

 	
  

 
	
 01-01-03

 	
  

 	
 06-30-05

 	
  

 	
 $ 266,372.28

 	
  

 	
 $ 22,197.69

 	
  

 
	
 07-01-05

 	
  

 	
 12-31-07

 	
  

 	
 $ 295,169.28

 	
  

 	
 $ 24,597.44

 	
  

 
	
 01-01-08

 	
  

 	
 06-30-10

 	
  

 	
 $ 323,966.28

 	
  

 	
 $ 26,997.19

 	
  

 



payable in equal monthly
installments. In addition Lessee shall be responsible for its’ prorata 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.


1


Coty Addendum 4

Bldg. 410 032400 Final






          3.           Improvements:
Except as provided herein, Lessee shall lease the Demised Premises in an “As
Is” condition. 


          4.           Assignment
Subletting The following shall replace the Assignment Sublet clause in the
Master Lease Article 31. 


          (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


2


Coty Addendum 4 

Bldg. 410 032400 Final










	
  

 
	
           (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. 


          5.
 Renewal Options 


                         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) months 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. per annum or higher than $18.00 per sq. ft. 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.


3


Coty Addendum 4 

Bldg. 410 032400 Final






          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. per annum or greater than
$18.00 per sq. ft. 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 Basic Rent for the Second Renewal Term be less than the Basic
Rent during the First Renewal Term. 


As part of this Fourth
Addendum, Lessee hereby relinquishes its right to any other rights of renewals
not contained in this Fourth Addendum. 


          6.        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 5(a) herein. 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 days (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.


4


Coty Addendum 4 

Bldg. 410 032400 Final






                    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. 


                    As
part of this Fourth Addendum, Lessee hereby relinquishes its right to any other
expansion option contained in the Lease. 


          7.       Except
as otherwise provided herein, all other terms and provisions set forth in the
Lease shall continue with the same force and effect as if set forth herein at
length. 


          8.       This
Agreement shall be binding upon the parties hereto, their heirs, successors and
assigns. 


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


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Agreed to
 and Accepted by:

 	
  

 	
 Agreed to
 and Accepted by:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LESSEE

 	
  

 	
 LESSOR 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Coty Us Inc.

 	
  

 	
 Baker Properties Limited
 Partnership

 
	
  

 	
  

 	
  

 	
 By: Baker Companies, Inc.

 	
  

 
	
  

 	
  

 	
  

 	
 Its General Partner

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
     /s/
 Francis X. Suozzi

 	
  

 	
 By:

 	
    /s/
 Philip King

 	
  

 
	
  

 	 

 	
  

 	
  

 	 

 	
  

 
	
 Type Name:

 	
 Francis X. Suozzi

 	
  

 	
  

 	
 Philip King

 	
  

 
	
  

 	 

 	
  

 	
  

 	
  

 	
  

 
	
 Type Title:

 	
 Sr. Vice President,

 	
  

 	
  

 	
 Vice President

 	
  

 
	
  

 	 

 	
  

 	
  

 	
  

 	
  

 
	
                     Finance & Corporate
 Development

 	
  

 	
  

 	
  

 




5


Coty Addendum 4 

Bldg. 410 032400 Final






EXHIBIT A 


[Floor Plan]


6











Executed Copy


American Enterprise Park

Morris Plains, New Jersey


Coty US LLC

Fifth Addendum

To
Lease of Improved Property


This Fifth
Addendum to Lease of Improved Property (this “Fifth 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., which was
formerly known as Coty, Inc.) a corporation 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 November 12,
1992 (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”) (the Master Lease, as amended by the First Addendum,
Second Addendum, Third Addendum and Fourth Addendum and as further modified
hereby and as the same may be further modified from time to time, is
hereinafter referred to as the “Lease”); and,


WHEREAS, The Lease
provides for the demise from Lessor to Lessee of 28,797 sq. ft. of space in a
building located in American Enterprise Park, at 410 American Road, Morris
Plains, New Jersey (“Existing Premises”); and,


WHEREAS, Lessee
desires to increase the size of the Demised Premises by leasing adjacent space
of approximately 16,410 sq. ft. (the “Additional Space”) as crosshatched on Exhibit A thus making the total area
45,207 sq. ft. (the Existing Premises together with the Additional Space is
hereinafter referred to as the “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.          Additional Space. Effective as of
August 1, 2006, Lessor hereby demises and lets to Lessee and Lessee leases and
takes from Lessor the Additional Space which shall hereinafter become part of
the total Demised Premises under the Lease consisting of 45,207 square feet in
the aggregate. Lessee accepts the Additional Space in its “as-is, where-is”
condition with all faults and Lessor shall have no obligation to perform any
Lessor’s Work with respect to the Additional Space. Accordingly, Section 4(a)
of the Master Lease is hereby deleted.





Executed Copy


          3.          Percentage Share.  Per Article 3(b)3 of
the Master Lease, Lessee’s Share of Complex Operating Costs relating to the
Demised Premises shall be changed to 40.62% and per Article 12(c) of the Master
Lease, the total area of finished space in the Demised Premises shall be
changed to 35,797 square feet.


          4.          Lease Term. The Term of the Lease is
hereby extended through and including June 30, 2016.


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


 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 From 

 	
  

 	
  

 	
  

 	
 To 

 	
  

 	
  

 	
 Basic Rental 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Annual 

 	
  

 	
  

 	
 Monthly 

 	
  

 	
  

 
	
 7/1/06

 	
  

 	
 12/31/07

 	
  

 	
  

 	
 $

 	
 414,141.78

 	
  

 	
  

 	
  

 	
 $

 	
 34,511.82

 	
  

 	
  

 
	
 1/1/08

 	
  

 	
 6/30/10

 	
  

 	
  

 	
 $

 	
 442,938.78

 	
  

 	
  

 	
  

 	
 $

 	
 36,911.57

 	
  

 	
  

 
	
 7/1/10

 	
  

 	
 6/30/11

 	
  

 	
  

 	
 $

 	
 481,814.70

 	
  

 	
  

 	
  

 	
 $

 	
 40,151.23

 	
  

 	
  

 
	
 7/1/11

 	
  

 	
 6/30/16

 	
  

 	
  

 	
 $

 	
 499,865.70

 	
  

 	
  

 	
  

 	
 $

 	
 41,655.48

 	
  

 	
  

 



payable in
equal monthly installments in advance on the first day of each month. Provided
that no default then exists under the Lease, Lessee shall receive a rent
abatement in the amount of $9,914.38 per month for P the period July 1, 2006
through November 30, 2006. 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.


          6.          Cross Default. The Lease is hereby
modified that it shall be a default under the Lease if Lessee defaults under
that certain lease of improved property between Lessor and Lessee dated March
31, 2000 for space in the building located at 118 American Road, Morris Plains,
New Jersey 07950 (the “100 Building Lease”).


          7.          Parking. Lessee shall have the
exclusive right to use an additional forty (40) parking spaces, revising the
number of exclusive parking spaces, as defined in Article 1(c) of the Master
Lease, to seventy five (75) parking spaces.


          8.          Work Allowance. Provided Lessee is not
then in default under the Lease, Lessor shall provide Lessee with a “Work
Allowance” not to exceed $200,000 to be utilized by Lessee in the planning and
performance of Lessee improvements to the Demised Premises (“Lessee’s
Work”). The Work Allowance will be disbursed to Lessee in accordance
with the provisions of Sections 3(c) through 3(f) of the Third Addendum except
that the term “Lessee’s Work” as used therein shall be replaced with the
Lessee’s Work as defined herein.


          9.          Option to Renew. The Lessee’s options
to renew the Lease as established in the Lease including but not limited to
Article 5 of the Fourth Addendum are hereby deleted and replaced with the
renewal option provision attached hereto as Exhibit
B.


          10.          Right of First Offer. The Lessee’s
Right of First Offer as established in Article 6 of the Fourth Addendum 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 B attached hereto and (iii) the
Expansion Space shall be as shown on Exhibit C. Any other rights of
first offer contained in the Lease are hereby deleted. 


          11.          Brokers Lessee and Lessor each warrant
to the other that no broker other than CB Richard Ellis (“Broker”) was involved in
this transaction and that no commissions are due as part of this Fifth Addendum
other than to Broker, which will be paid by Lessor pursuant to a separate
agreement.






Executed Copy


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 Fifth Addendum.


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


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


          14.          Reafffirmation.
 Tenant hereby ratifies and confirms its obligations under the Lease, as
modified by this Fifth 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 Fifth 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 Fifth Addendum or in any way relating thereto or arising out of
any other transaction between Landlord and Tenant. 


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


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


          17.          Counterparts.
 This Fifth 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. 


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


          19.          Prior
Agreements. This Fifth
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 Fifth Addendum. 


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


          21.          Effectiveness. The Lease, as amended by
this Fifth 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.]







Executed Copy


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



	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 AGREED TO AND ACCEPTED BY:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 LESSEE:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 COTY US LLC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
      
 /s/ Susan Cole

 	
  

 	
 By:

 	
      /s/
 Ralph Macchio

 	
  

 
	 

 	
  

 	
  

 	 

 	
  

 
	
 ATTEST

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
      /s/
 Jennifer R. Antola

 	
 Ralph
 Macchio Sr. VP R&D

 	
  

 
	 

 	
  

 	 

 	
  

 
	
 ATTEST

 	
  

 	
 Type Name
 & Title

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 AGREED AND
 ACCEPTED BY:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 LESSOR:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 BAKER PROPERTIES 

 	
  

 
	
  

 	
  

 	
 LIMITED PARTNERSHIP

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 BAKER COMPANIES, INC.

 	
  

 
	
  

 	
  

 	
 Its General
 Partner

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
      /s/
 Philip King 

 	
  

 
	 

 	
  

 	
  

 	 

 	
  

 
	
 ATTEST

 	
  

 	
  

 	
 Philip
 King,Vice President

 	
  

 






American Enterprise Park

Morris Plains, New Jersey


Coty US LLC

Sixth Addendum

To

Lease of Improved Property


This Sixth
Addendum to Lease of Improved Property (this “Sixth Addendum”) made as of
this 28th day of January, 2008 by and between Baker-Properties
Limited Partnership, 485 Washington Avenue, Pleasantville, New York
(“Lessor”)
and Coty US LLC, (formally known
as Coty US Inc., formerly known as Coty, Inc.), a corporation 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 November 12,
1992 (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”), by a Fifth Addendum dated August 1, 2006 (the “Fifth
Addendum”), (the Master Lease, as amended by the First Addendum, Second
Addendum, Third Addendum, Fourth Addendum and Fifth Addendum and as further
modified hereby and as the same may be further modified from time to time, is
hereinafter referred to as the “Lease”); and,


WHEREAS, The Lease
provides for the demise from Lessor to Lessee of 45,207 sq. ft. of space in a
building located in American Enterprise Park, at 410 American Road, Morris
Plains, New Jersey (“Demised Premises”); and,


WHEREAS, It was the
intent of the parties pursuant to the Fifth Addendum, that the Term of the
Lease should expire on the same date as the term of that certain related First
Addendum to Lease between Lessor and Lessee at the Demised Premises located at
100 The American Road, Morris Plains, New Jersey;


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 for one additional month through and
 including July 31, 2016 at the same rent as for June, 2016.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

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

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

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

 













	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Counterparts.
 This Sixth 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

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

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Prior
 Agreements. This Sixth 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 Sixth
 Addendum.

 
	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Effectiveness. The Lease, as amended by
 this Sixth 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.

 



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


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 LESSEE:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 COTY US INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
      /s/
 Susan Cole

 	
  

 	
 By:

 	
      /s/
 Ralph Macchio

 	
  

 
	 

 	
  

 	
  

 	 

 	
  

 
	
 ATTEST

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
      /s/
 Jennifer R. Antola

 	
  

 	
 Ralph
 Macchio CSO and Sr. VP Global R&D 

 
	 

 	
  

 	 

 	
  

 
	
 ATTEST

 	
  

 	
 Type Name
 & Title

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 AGREED AND
 ACCEPTED TO:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 LESSOR:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 BAKER PROPERTIES 

 	
  

 
	
  

 	
  

 	
 LIMITED PARTNERSHIP

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 BAKER COMPANIES, LLC

 	
  

 
	
  

 	
  

 	
 Its General
 Partner

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 	
  

 
	 

 	
  

 	
  

 	 

 	
  

 
	
 ATTEST

 	
  

 	
 Philip King;
 Vice President