**Exhibit
      10.48**





O  F  F  I  C  E  L  E  A  S  E  A  G  R  E  E  M  E  N  T























BY
      AND
      BETWEEN:  WASHINGTON
      PARK FIDELCO, LLC,


a
      New Jersey limited liability company,





as
      "Landlord"

















-and-





AUDIBLE,
      INC.,


a
      New Jersey corporation,




as
      "Tenant"

















PREMISES:    Suite
      1600 and Suite 1700


One
      Washington Park


1
      Washington Street


Newark


Essex
      County, New Jersey 07102

















DATED:    September
      , 2006





























PREPARED
      BY:   RICHARD
      C. STEWART, ESQ.
















TABLE
                  OF
                  CONTENTSPageARTICLE
                  1
              TERM
              6ARTICLE
                  2
              FIXED
                  RENT
              7ARTICLE
                  3
              PROPORTIONATE
                  SHARE
              8ARTICLE
                  4
              INSURANCE
              8ARTICLE
                  5
              COMMON
                  AREAS AND PARKING
              9ARTICLE
                  6
              REPAIRS
              11ARTICLE
                  7
              COMPLIANCE
                  WITH LAW
              11ARTICLE
                  8
              ALTERATIONS
                  AND IMPROVEMENTS
              12ARTICLE
                  9
              CONSTRUCTION
                  LIENS
              12ARTICLE
                  10
              WASTE
              13ARTICLE
                  11
              INSPECTION
                  BY LANDLORD
              13ARTICLE
                  12
              ASSIGNMENT
                  AND SUBLETTING
              14ARTICLE
                  13
              HOLD
                  HARMLESS AND INDEMNIFICATION
              15ARTICLE
                  14
              CASUALTY
              16ARTICLE
                  15
              CONDEMNATION/EMINENT
                  DOMAIN
              17ARTICLE
                  16
              BANKRUPTCY/INSOLVENCY
                  AND DEFAULT OF TENANT
              18ARTICLE
                  17
              SERVICES
                  FURNISHED BY LANDLORD
              21ARTICLE
                  18
              ADDITIONAL
                  RENT
              22ARTICLE
                  19
              ELECTRIC
                  CHARGES
              27ARTICLE
                  20
              NOTICES
              28ARTICLE
                  21
              LESSER
                  AMOUNT OF RENT
              28ARTICLE
                  22
              QUIET
                  ENJOYMENT
              29ARTICLE
                  23
              ARBITRATION
              29ARTICLE
                  24
              LIMITATION
                  OF LANDLORD'S LIABILITY
              29ARTICLE
                  25
              ESTOPPEL
                  NOTICES
              30ARTICLE
                  26
              REMEDIES
              30ARTICLE
                  27
              BROKERAGE
                  COMMISSION
              30




2





ARTICLE
                28
            UNAVOIDABLE
                DELAYS
            31ARTICLE
                29
            SUBORDINATION
            31ARTICLE
                30
            SIGNS
            32ARTICLE
                31
            NOTICES
                OF DEFAULT
            33ARTICLE
                32
            USE
            33ARTICLE
                33
            LANDLORD'S
                RIGHT TO MODIFY
            33ARTICLE
                34
            LATE
                CHARGES
            33ARTICLE
                35
            LANDLORD'S
                RULES AND REGULATIONS
            34ARTICLE
                36
            CONDITION
                OF PREMISES
            34ARTICLE
                37
            ENVIRONMENTAL
                LAWS
            34ARTICLE
                38
            INITIAL
                LEASEHOLD IMPROVEMENTS
            35ARTICLE
                39
            SECURITY
                DEPOSIT
            37ARTICLE
                40
            INTENTIONALLY
                DELETED
            38ARTICLE
                41
            HOLDING
                OVER
            38ARTICLE
                42
            AUTHORITY
                OF LEASE SIGNATORIES
            38ARTICLE
                43
            CONDOMINIUM
                CONVERSION
            38ARTICLE
                44
            ADDITIONAL
                SERVICES
            39ARTICLE
                45
            ROOFTOP
                ANTENNA
            39ARTICLE
                46
            MISCELLANEOUS
            40EXHIBIT
                A
            DIAGRAM
                OF PREMISES
            42EXHIBIT
                B
            COMMENCEMENT
                DATE AGREEMENT
            43EXHIBIT
                C
            BUILDING
                RULES AND REGULATIONS
            44EXHIBIT
                D
            PARKING
                LOTS
            47EXHIBIT
                E
            HVAC
                PERFORMANCE STANDARDS
            48EXHIBIT
                F
            CLEANING
                MAINTENANCE SERVICES
            49EXHIBIT
                G
            HOLIDAY
                SCHEDULE
            50EXHIBIT
                H
            APPROVED
                PLANS
            51


3


LEASE
      SUMMARY











Any
      reference in this Lease to the following subjects shall incorporate the data
      below stated.


LANDLORD:
              WASHINGTON
                  PARK FIDELCO, LLC,a
                  New Jersey limited liability companyLANDLORD'S
                  ADDRESS:
              225
                  Millburn AvenueMillburn,
                  New Jersey 07041TENANT:TENANT'S
                  ADDRESS:
              65
                  Willowbrook Blvd., #301Wayne,
                  New Jersey 07470PREMISES:
              The
                  16thand 17thfloors in their entirety of the Building known as One Washington
                  Park, 1
                  Washington Street, Newark, New JerseyGROSS
                  RENTABLE AREAOF
                  PREMISES:
              49,600
                  square feetLEASE
                  TERM:
              Seven
                  (7) "lease years" (as defined in Article 1)OPTION
                  TO TERMINATE:
              After
                  64thmonth of the Lease Term with 12 months prior written
                  notice.ANNUAL
                  BASE RENT:
              See
                  Article 2 - Fixed RentTENANT'S
                  PROPORTIONATE SHARE:
              11.765%,
                  subject to adjustment as set forth inArticle
                  3PERMITTED
                  USE:
              General
                  offices, and as and for recording studios for “books on tape” and/or a
                  call center.BUILDING
                  ADDRESS:
              1
                  Washington StreetNewark,
                  New Jersey 07102













4


OFFICE
      LEASE AGREEMENT








THIS
      AGREEMENT, made this day of September , 2006 by and between:





WASHINGTON
      PARK FIDELCO, LLC, a New Jersey limited liability company, with offices at
      225
      Millburn Avenue, Millburn, New Jersey 07041 (hereinafter referred to as
      "Landlord"),





and





AUDIBLE,
                INC., a New Jersey Corporation, with offices at 65 Willowbrook Blvd.
                #301,
                Wayne, New Jersey 07470 (hereinafter referred to as "Tenant").








W  I  T  N  E  S  S  E  T  H :








THAT
      Landlord, for and in consideration of the rentals, covenants and agreements
      hereinafter reserved, mentioned and contained on the part of Tenant, its
      successors and assigns to be paid, kept and performed, has demised and leased,
      and by these presents does demise and lease, unto Tenant, and Tenant does hereby
      take and hire from Landlord upon and subject to the conditions hereinafter
      set
      forth, the certain premises (the "Premises") constituting the 16 th and
      17 th floors
      in their entirety of the building (the "Building") known as One Washington
      Park,
      1 Washington Street, Newark, New Jersey 07102. The Building contains 421,600
      square feet of gross rentable area and is located on certain land (the "Lot")
      designated as Lot 18 and in Block 32 on the Tax Map of Newark, New Jersey.
      The
      Premises have a gross rentable area of approximately 49,600 square feet of
      floor
      area. In addition, Tenant and its agents, employees and invitees shall have
      the
      right, in common with Landlord and other tenants of the Building, and their
      respective agents, employees and invitees, to use the common areas and
      facilities located at the Building and Lot as provided in Article 5 of this
      Lease. A diagram of the Premises is annexed hereto as Exhibit A.





The
      parties acknowledge that there are multiple methods of computing rentable area
      and hereby agree for the purposes of this Lease that the square footage of
      the
      Premises and the Building shall be as set forth hereinabove. Notwithstanding
      anything to the contrary contained in this Lease, the recital herein of the
      square footage of the Premises is for descriptive purposes only and Tenant
      shall
      have no right to terminate this Lease or receive any adjustment or rebate of
      any
      Fixed Rent or additional rent (as said terms are hereinafter defined in Article
      2) payable hereunder if said recital is incorrect. Tenant agrees to pay the
      full
      Fixed Rent and additional rent set forth herein in consideration for the use
      and
      occupancy of the Premises, regardless of the actual number of square feet
      contained therein.





TO
      HAVE
      AND TO HOLD the Premises unto Tenant, its successors and assigns, for a term
      of
      seven years, four months commencing on the Commencement Date and expiring on
      the
      Expiration Date as provided in Article 1 hereof.





IT
      IS
      FURTHER understood and agreed by and between the parties hereto as follows:





5





A  R  T  I  C  L  E  1.





TERM





Section
      1 .
      The
      term hereof shall commence on March 1, 2007 (the "Commencement Date") and expire
      at 6:00 p.m. on the date (the “Expiration Date”) which shall be seven (7) lease
      years (as hereinafter defined) after the Commencement Date. Subject to the
      terms
      and provisions of Section 5 of this Article 1, if Tenant occupies the Premises
      prior to the date specified hereinabove as the Commencement Date, the
      Commencement Date shall be the date of such earlier occupancy and the Expiration
      Date shall be seven (7) lease years thereafter.





Section
      2 .
      Tenant
      shall have a one (1) time only right to terminate this Lease, such termination
      to be effective as of 11:59 p.m. on the last day of the 64th month of the term
      hereof (the "Early Termination Date"), provided Tenant satisfies each of the
      following conditions:




(i)    Tenant shall give Landlord written notice of Tenant's
      election to exercise the right of termination set forth hereinabove no later
      than the last day of the 54th month of the term hereof.  Time is of the
      essence with respect to such notice, and failure of Tenant to give such notice
      within the aforesaid time period shall constitute a binding and conclusive
      waiver of Tenant's right to terminate the Lease as set forth
      hereinabove.




(ii)    Tenant shall not be in default beyond any applicable cure
      periods under the terms of this Lease on the date Landlord receives Tenant's
      notice exercising Tenant's right of termination, and/or on the Early Termination
      Date.





Section
      3 .
      The
      first "lease year" shall be the period commencing on the Commencement Date
      and
      ending twelve (12) calendar months thereafter, provided, however, that if the
      Commencement Date is not the first day of the month, the first lease year shall
      commence on the Commencement Date and end twelve (12) calendar months from
      the
      last day of the month in which the Commencement Date occurs. Each succeeding
      twelve (12) calendar month period thereafter shall be a lease year until the
      end
      of the 72 nd month of
      the lease. The last lease year shall be sixteen (16) months.




Section
      4 .
      Within
      ten (10) days after the Commencement Date both parties shall execute a
      Commencement Date Agreement substantially in the form attached hereto as Exhibit
      B.





Section
      5. From and
      after the date hereof, Landlord shall permit Tenant to enter the Premises for
      the purpose of preparing the same for Tenant’s occupancy. Tenant shall not be
      obligated to pay Fixed Rent and additional rent for the Premises prior to the
      Commencement Date, but Tenant shall otherwise be obligated to comply with all
      of
      the other terms and provisions of this Lease from and after the date hereof.
      Tenant’s right to enter the Premises prior to the Commencement Date, as
      aforesaid, shall be subject to Landlord’s reasonable rules and regulations.
      Prior to any such entry, Tenant shall procure and maintain an adequate workers’
compensation insurance policy and shall otherwise comply with all insurance
      provisions of this Lease. In addition to the foregoing, all waiver and indemnity
      provisions of this Lease shall apply upon Tenant’s early entry onto the
      Premises. Landlord shall not be liable for loss or damage to any work or
      property of Tenant. Tenant shall not be permitted to conduct its business
      operations at the Premises until the Commencement Date.


6





A  R  T  I  C  L  E  2.





FIXED
      RENT





Section
      1 .
      Tenant
      covenants to pay to Landlord for and during each lease year of the term hereof
      a
      minimum annual basic rental (hereinafter referred to as the "Fixed Rent") as
      follows:





(i)  For
      and
      during the first (1 st )
      lease
      year, Tenant shall pay Landlord Fixed Rent at the rate of Nine Hundred Forty
      Two
      Thousand Four Hundred and 00/100 ($942,400.00) Dollars per annum payable in
      equal monthly installments of $78,533.33 each. Notwithstanding the foregoing,
      Fixed Rent shall abate for the first, third, fifth and seventh months of the
      first lease year.





(ii)  For
      and
      during the second (2nd) lease year, Tenant shall pay Landlord Fixed Rent at
      the
      rate of One Million Four Thousand Four Hundred and 00/100 ($1,004,400.00)
      Dollars per annum payable in equal monthly installments of $83,700.00 each.


(iii)  For
      and
      during the third (3rd) lease year, Tenant shall pay Landlord Fixed Rent at
      the
      rate of One Million Seventy Eight Thousand Eight Hundred and 00/100
      ($1,078,800.00) Dollars per annum payable in equal monthly installments of
      $89,900.00 each.





(iv)  For and
      during the fourth (4th) lease year, Tenant shall pay Landlord Fixed Rent at
      the
      rate of One Million One Hundred Fifty Three Thousand Two Hundred and 00/100
      ($1,153,200.00) Dollars per annum payable in equal monthly installments of
      $96,100.00 each.





(v)  For
      and
      during the fifth (5th) lease year, Tenant shall pay Landlord Fixed Rent at
      the
      rate of One Million Two Hundred Twenty Seven Thousand Six Hundred and 00/100
      ($1,227,600.00) Dollars per annum payable in equal monthly installments of
      $102,300.00 each.


(vi)  For
      and
      during the sixth (6th) lease year, Tenant shall pay Landlord Fixed Rent at
      the
      rate of One Million Two Hundred Sixty Four Thousand Eight Hundred and 00/100
      ($1,264,800.00) Dollars per annum payable in equal monthly installments of
      $105,400.00 each.





(vii)  For
      and
      during the seventh (7th) lease year (which shall be 16 months), Tenant shall
      pay
      Landlord Fixed Rent at the rate of One Million Three Hundred Thirty Nine
      Thousand Two Hundred and 00/100 ($1,339,200.00) Dollars per annum payable in
      equal monthly installments of $111,600.00 each.





Section
      2 .
      Fixed
      Rent shall be payable in equal monthly installments, as aforesaid, in advance
      on
      the first day of each and every calendar month of the term hereof in lawful
      money of the United States of America at the office of Landlord or at such
      other
      place as may hereafter be designated by Landlord. Fixed Rent for a partial
      month
      shall be prorated. If the Commencement Date shall be other than the first day
      of
      a calendar month, Tenant shall pay, on the Commencement Date, the proportionate
      amount of Fixed Rent for the balance of such month. One full monthly installment
      of Fixed Rent shall be due and payable upon execution of this Lease by Tenant.
      Fixed Rent shall be paid to Landlord without notice or demand and without
      deduction, set-off or other charge therefrom or against the same.




Section
      3 .
      All
      sums other than Fixed Rent payable by Tenant under this Lease shall be deemed
      to
      be additional rent regardless of to whom such sums may be payable. Landlord
      shall have the same rights and remedies against Tenant with respect to the
      nonpayment of additional rent as it has with respect to the nonpayment of Fixed
      Rent. The term "rent" in this Lease means Fixed Rent and additional
      rent.








7


A  R  T  I  C  L  E  3.





PROPORTIONATE
      SHARE





Wherever
      this Lease shall require Tenant to pay "its Proportionate Share" of any item
      of
      expenditure or of any sum, Tenant's Proportionate Share shall be deemed to
      be
      11.765% of the total amount of such item or sum applicable to the Building
      or
      the Lot, which Proportionate Share reflects the agreed upon ratio of the gross
      rentable area of the Premises to the total gross rentable area of the Building
      as set forth herein. Tenant's Proportionate Share shall be adjusted (i) from
      time to time if Landlord shall make additions to or subtractions from the square
      footage of the floor area of the Building or the Premises, and (ii) if Landlord
      shall construct additional buildings on the Lot or (iii) as set forth in Article
      33 or 43 hereof.








A  R  T  I  C  L  E  4.





INSURANCE





Section
      1. Tenant
      at its own cost and expense, throughout the term of this Lease, for its own
      benefit and for the benefit of Landlord as an additional named insured
      thereunder, shall maintain (or reimburse Landlord for maintaining, if such
      be
      the case) general public liability insurance against claims for personal injury,
      death, or property damage occurring upon, in or about the Premises, the
      Building, or in or about the adjoining streets, sidewalks, parking areas and
      passageways, such insurance to afford protection to the limit of not less than
      One Million ($1,000,000.00) Dollars in respect to injury or death to a single
      person, and to the limit of not less than One Million ($1,000,000.00) Dollars
      in
      respect to any one accident, and to the limit of not less than One Million
      ($1,000,000.00) Dollars in respect to property damage. Landlord reserves the
      right to increase such coverage limits if, in the reasonable opinion of
      Landlord, such coverage becomes inadequate or is less than that commonly
      maintained by tenants in similar buildings in the area for uses similar to
      Tenant’s use. Such policies shall name Landlord as an additional insured and
      shall be primary and non-contributing with any other insurance carried by
      Landlord.





Section
      2. In
      addition to the insurance required to be carried by Tenant pursuant to Section
      1
      of this Article 4, Tenant shall provide Landlord, at its own cost and expense,
      and keep in force during the term of this Lease, (i) fire and casualty insurance
      with broad form extended coverage, including, but not limited to, coverage
      for
      vandalism and malicious mischief in the amount of the full replacement cost,
      from time to time, of Tenant's trade fixtures, equipment, inventory and other
      contents of the Premises, and (ii) Worker's Compensation insurance in accordance
      with the requirements of the State of New Jersey.





Section
      3. In the
      event that Tenant fails to provide any insurance policy or coverage as required
      or provided for in this Article 4 and such failure continues for five (5) days
      after notice to Tenant, and Landlord elects to obtain same, Tenant shall
      promptly upon written notice reimburse Landlord for the cost thereof and shall
      thereafter pay to Landlord in equal monthly installments in advance together
      with regularly accruing installments of Fixed Rent, one-twelfth (1/12) of the
      reasonably estimated annual cost of the premium(s) for such insurance coverage
      required to be paid by Tenant, which sums shall be payable by Tenant to Landlord
      as additional rent. The monthly sums required to be paid by Tenant to Landlord
      thereafter as provided in this Section 3, shall be employed by Landlord as
      a
      fund to replace such insurance policies as same expire.





Section
      4. All
      policies of insurance obtained by Tenant with respect to the Premises and its
      use and occupancy thereof and all policies of insurance required by this Lease
      shall be written by reputable companies authorized to do business in New Jersey
      and shall be reasonably acceptable to Landlord and to Landlord's mortgagee.
      Certificates of such policies shall, if such policies are procured by Tenant,
      be
      delivered to Landlord and endorsed "premium paid" by the company or agency
      issuing the same or shall be accompanied by other evidence reasonably
      satisfactory to Landlord that the premiums thereon have been paid not less
      than
      thirty (30) days prior to the expiration of any then current policy. All
      policies obtained by Tenant shall provide that the carrier shall endeavor to
      provide Landlord at least thirty (30) days prior written notice of cancellation.
      Tenant shall promptly notify Landlord of any change in status of its insurance
      coverage. It is the intention of the parties that Landlord shall at all times
      during the term of this Lease be in possession of paid up policies of insurance
      which are in full force and effect.





8


Section
      5. Neither
      Landlord, its servants, agents or employees, nor any mortgagee of the Premises
      shall be liable or responsible for, and Tenant hereby releases Landlord, its
      servants, agents or employees and any such mortgagee of the Premises from,
      all
      liability and responsibility to Tenant and any person claiming by, through
      or
      under Tenant, by way of subrogation or otherwise, for any injury, loss or damage
      to any person or property in or around the Premises or to Tenant's business
      irrespective of the cause of such injury, loss or damage unless such damage
      was
      caused by the gross negligence or wilful misconduct of Landlord, and Tenant
      shall require its insurers to include in all of Tenant's insurance policies
      which could give rise to a right of subrogation against Landlord, its servants,
      agents or employees, or any mortgagee of the Premises a clause or endorsement
      whereby the insurer waives any rights of subrogation against Landlord, its
      servants, agents or employees and any such mortgagee of the Premises or permits
      the insured, prior to any loss, to agree with a third party to waive any claim
      it may have against said third party without invalidating the coverage under
      the
      insurance policy. If such waiver of subrogation shall not be, or shall cease
      to
      be, obtainable without additional charge or at all, the Tenant shall so notify
      Landlord promptly after learning thereof. In such case, if the Landlord shall
      so
      elect and shall pay the insurer's additional charge therefor, such waiver of
      subrogation shall be included in the policy.





Section
      6. Landlord
      shall throughout the term of this Lease maintain fire insurance policies with
      full extended coverage provisions with respect to the Building, which insurance
      coverage shall be in such amounts as shall be required by Landlord's first
      mortgagee. If there is no such mortgagee, Landlord shall maintain such coverage
      in an amount equal to the full replacement value of the Building.








A  R  T  I  C  L  E  5.





COMMON
      AREAS AND PARKING





Section
      1 .
      Tenant
      shall have the nonexclusive right to use, in common with Landlord and other
      tenants of the Building (subject to reasonable rules from time to time made
      by
      Landlord and uniformly applied to all tenants), the common lobbies, entrances,
      exits, restrooms, loading dock, passenger and freight elevators of the Building
      and the parking areas, walkways, sidewalks and driveways constructed on the
      Lot
      (the "Common Areas"). Attached hereto as Exhibit C are the current Rules and
      Regulations applicable to the Premises and the Building.





Section
      2 .
      Landlord reserves the following rights in and to the Common Areas, the Building
      and the Premises: (a) the right to install, use, maintain, remove, repair,
      and
      replace pipes, ducts, conduits, wires and appurtenant meters and equipment
      (hereinafter collectively "Pipes") serving any part of the Building to be
      located above ceiling surfaces, below floor surfaces, within walls, or in
      central core areas. Landlord reserves the right to relocate any Pipes whether
      located within or outside of the Premises, provided that any such Pipes
      relocated within the Premises shall not unreasonably interfere with Tenant’s use
      of the Premises. Landlord shall repair any damage caused by such relocation,
      including the restoration of decorations; (b) the right to alter or relocate
      any
      of the Common Areas and to make such changes in, alterations of or deletions
      from the Common Areas as Landlord may determine to do, provided, that no such
      alteration, relocation or change shall unreasonably interfere with Tenant's
      use
      of the Premises; and (c) the right to use and grant easements on, over or under
      the Lot and to dedicate for public use portions thereof without Tenant's
      consent, provided that no such grant or dedication shall unreasonably interfere
      with Tenant's use of the Premises.





Section
      3 .
      (a)
      Subject to all of the terms and provisions of this Article 5, Section 3, and
      provided Tenant is not in default of any of the monetary terms and conditions
      of
      this Lease beyond the expiration of any applicable notice and cure periods,
      during each lease year of the term hereof, Landlord shall provide to Tenant
      Sixty (60) parking spaces ("Spaces") at no cost to Tenant, all such Spaces
      to be
      in one or more of the parking lots shown on Exhibit D annexed hereto located
      within a two (2) block radius of the Building ("Parking Lots"). Initially,
      the
      Spaces shall be in the Parking Lot adjacent to the Building (the “Adjacent
      Parking Lot”) and in the Parking Lot bounded by Essex Street, Orange Street and
      University Avenue. Landlord shall have the right to change such Parking Lots
      upon notice to Tenant but shall use commercially reasonable efforts to provide
      Tenant with Spaces in the Adjacent Parking Lot. In the event that Tenant
      requires additional spaces in excess of the Spaces (the “Additional Spaces”),
      Tenant shall notify Landlord and to the extent available, Tenant shall be
      permitted to rent the Additional Spaces by paying Landlord the “Parking Charges”
(as said term is hereinafter defined) for each Additional Space required by
      Tenant.





9


(b)  Notwithstanding
      anything to the contrary in this Lease, the exact location of all Spaces and
      Additional Spaces shall be determined from time to time by Landlord in its
      sole
      discretion. Landlord shall be entitled to divide the Spaces and the Additional
      Spaces between two or more Parking Lots. Tenant agrees that it and the persons
      utilizing the Spaces and the Additional Spaces shall comply with all reasonable
      rules and regulations of Landlord and the owner or operator of the Parking
      Lots
      at which such Spaces and/or Additional Spaces are located. Tenant hereby
      acknowledges that the Parking Lots may not be owned or operated by Landlord.
      Therefore, Tenant and anyone using the Spaces and/or Additional Spaces provided
      hereunder, shall look solely to the owner or operator of such Parking Lots
      for
      the recovery of any damages suffered as a result of, or in connection with,
      the
      use of such Spaces and/or Additional Spaces. Notwithstanding anything to the
      contrary herein, in no event whatsoever shall Landlord be required to provide
      Spaces or Additional Spaces while Tenant is in monetary default hereunder beyond
      the expiration of any applicable notice and cure periods.





(c)  Tenant
      hereby acknowledges and agrees that Tenant’s use of the Spaces and the
      Additional Spaces is a license revocable at will by Landlord at any time that
      Tenant is in monetary default hereunder beyond the expiration of any notice
      and
      cure periods; provided, however, if prior to the termination of this Lease
      by
      Landlord, Tenant shall have fully cured the circumstances giving rise to such
      monetary default, and no other monetary default hereunder then exists, Landlord
      agrees to reinstate Tenant’s right to use the Spaces and the Additional Spaces.
      The foregoing shall not in any way limit any of the rights and remedies which
      may be available to Landlord hereunder or at law and/or equity it being
      expressly understood and agreed that Landlord’s reinstatement of Tenant’s right
      to use the Spaces and the Additional Spaces shall not preclude Landlord from
      proceeding with the exercise of any remedies available to it as a result of
      Tenant’s default hereunder.








(d)  As
      used
      in this Lease, the term "Parking Charges" shall mean the following:





(i)  solely
      during the first lease year of the term hereof, A Parking
      Charges @ shall
      mean ($125.00) Dollars per month per Additional Space;





(ii)  for
      periods of time during the term of this Lease other than the first lease year
      of
      the term, A Parking
      Charges @ shall
      mean the amount which would then be charged Landlord by the owner or operator
      of
      the Parking Lots, expressed as a monthly amount. Parking Charges shall change
      as
      the amount so charged Landlord by the owner or operator of the Parking Lots
      changes.





(e)  Parking
      Charges shall be paid in monthly installments as directed by Landlord, in
      advance, without previous demand therefor and without counterclaim, deduction
      or
      setoff. Parking Charges shall be paid together with, and to the same address
      as,
      monthly installments of Fixed Rent. It is expressly understood and agreed that
      Parking Charges are in addition to, and not in lieu of or substitution of,
      Fixed
      Rent or any other items of additional rent payable under this Lease. No portion
      of any Parking Charges paid by Tenant shall be credited against
      Tenant = s
      obligation to pay Fixed Rent or any other item of additional rent under this
      Lease. Parking Charges shall be deemed additional rent under this
      Lease.


10





A  R  T  I  C  L  E  6.





REPAIRS





Section
      1 .
      Tenant
      shall take good care of the Premises and fixtures and appurtenances therein,
      and
      at its own cost and expense make all non-structural repairs thereto as and
      when
      reasonably needed to preserve them in good working order and condition,
      reasonable wear and tear and damage from the elements and casualty excepted.
      Notwithstanding the foregoing, all damage or injury to the Premises or to any
      other part of the Building or the Lot, or to its fixtures or appurtenances,
      whether requiring structural or non-structural repairs, caused by the negligence
      or wilful misconduct of Tenant, or its employees, invitees, licensees or agents,
      shall be repaired promptly by Tenant at its sole cost and expense or, at
      Landlord's election, may be repaired by Landlord in which event Tenant shall,
      promptly upon demand, reimburse Landlord for any actual and out-of-pocket costs
      and expenses reasonably incurred.





Section
      2 .
      All
      alterations, changes, additions or improvements to the Premises installed by
      Tenant (or by Landlord at Tenant's request) shall be preserved in good working
      order and repair (and replaced as required) by Tenant at its sole cost and
      expense.





Section
      3 .
      All
      repairs and replacements and all other property attached to and becoming a
      part
      of the Premises or the Building by or on behalf of Tenant shall, immediately
      upon the expiration or earlier termination of the term hereof, be and become
      the
      property of Landlord without payment therefor by Landlord and shall be
      surrendered to Landlord upon the expiration or earlier termination of the term
      hereof. Upon the expiration or earlier termination of the term hereof, Tenant
      shall surrender the Premises to Landlord in good order, condition and repair,
      subject to reasonable wear and tear resulting from the Permitted Use and
      casualty damage.








A  R  T  I  C  L  E  7.





COMPLIANCE
      WITH LAW





Section
      1. Tenant
      covenants throughout the term of this Lease at Tenant's sole cost and expense,
      promptly to comply with all laws and ordinances and the orders, rules,
      regulations and requirements of all federal, state and municipal governments
      and
      appropriate departments, commissions, boards and offices thereof and the orders,
      rules and regulations of any Board of Fire Underwriters or similar body or
      agency where the Premises are situated, or any body, now or hereafter
      constituted, exercising similar functions, foreseen or unforeseen, ordinary
      or
      extraordinary, to the extent arising out of Tenant's use and occupancy of the
      Premises.





Section
      2 .
      Tenant
      will observe and comply with the reasonable requirements of the carriers of
      any
      policy of insurance respecting the Premises and/or the Building and the
      requirements of all policies of public liability, fire, casualty and all other
      policies of insurance at any time in force with respect to the Premises and/or
      the Building and the equipment and contents thereof. Tenant shall not do, or
      permit anything to be done in the Premises, or bring or keep anything therein,
      which shall, in any way, increase the cost of fire insurance covering the
      Premises and/or the Building, except as contemplated as part of the Permitted
      Use.





Section
      3 .
      In the
      event that Tenant shall fail or neglect to comply with the aforesaid laws,
      ordinances, rules, orders, regulations and requirements, or any of them, or
      in
      case Tenant shall fail or neglect to make any necessary repairs as and to the
      extent required of Tenant pursuant to this Lease, then after thirty (30) days
      prior written notice from Landlord (except in an emergency when no notice shall
      be required), Landlord or its agents may, without any obligation so to do,
      enter
      the Premises and make said repairs and comply with any and all of the said
      laws,
      ordinances, rules, orders, regulations and requirements at the cost and expense
      of Tenant, and in case of Tenant's failure to pay therefor, the said cost and
      expense shall be added to the next month's rent, together with interest at
      10%
      per annum, (or the maximum amount permitted by law, whichever shall be less)
      and
      shall be due and payable as such.





11


Section
      4. During
      the term of this Lease, Landlord shall comply with all applicable governmental
      laws, ordinances, rules and regulations which are not the obligation of Tenant
      pursuant to this Article 7. Landlord hereby represents that on the date hereof,
      the certificate of occupancy for the Building is in effect and that there are
      no
      municipal code violations against the Building.





A  R  T  I  C  L  E  8.





ALTERATIONS
      AND IMPROVEMENTS





Section
      1 .
      Tenant
      shall make no structural alterations, changes or improvements, in, to or about
      the Premises, without the prior written consent of Landlord which shall not
      be
      unreasonably withheld, conditioned or delayed. Tenant may, at Tenant's expense,
      without Landlord's consent but otherwise subject to the provisions of this
      Article, make alterations, changes or improvements to the Premises which are
      non-structural and which do not affect utility service or plumbing or electrical
      lines. Tenant may make cosmetic changes to the Premises without Landlord’s
      consent. In making any alterations, changes or improvements, other than cosmetic
      changes. Tenant shall, subject to Section 2 of this Article, use contractors
      or
      mechanics first approved in writing by Landlord. If Landlord shall consent
      to
      any structural alteration, change or improvement, working drawings for all
      work
      shall be submitted to Landlord for approval before any such work is performed.
      Promptly after completion of any alteration, change or improvement (structural
      or non-structural), Tenant shall provide to Landlord "as built" plans showing
      all work performed. Without limiting the foregoing, all alterations, changes
      and
      improvements when completed shall be of such a character so that same shall
      not:
      (i) adversely affect the value of the Premises; or (ii) reduce the size of
      the
      Premises or the cubic content thereof; or (iii) change the character of the
      Premises. No alteration, change, or improvement shall be undertaken until Tenant
      shall have procured and paid for, so far as the same may be required from time
      to time, all permits and authorizations of the various governmental agencies
      having jurisdiction thereover, and Landlord agrees to join in the application
      for such permits or authorizations whenever such action is necessary.





Section
      2 .
      Landlord hereby reserves the right, itself, to make or to cause to be made
      all
      alterations, changes or improvements required by Tenant, on behalf of Tenant,
      and, with respect to all such alterations, changes or improvements other than
      those which are part of the Work and/or Landlord’s Work (as defined in Article
      38), Tenant shall pay Landlord the actual cost thereof together with ten (10%)
      percent for overhead. If Tenant is permitted to perform the work on its own
      behalf Landlord shall be entitled to receive ten (10%) percent of the cost
      thereof for general supervision. All alterations, changes or improvements (other
      than Tenant's trade fixtures) installed in the Premises shall be and become
      the
      property of Landlord without payment therefor by Landlord, and shall be
      surrendered to Landlord upon the expiration or sooner termination of the term
      of
      this Lease, except those installed by Tenant that can be depreciated by Tenant
      for tax purposes. Tenant shall have the right to remove its trade fixtures
      and
      personal property from the Premises; provided, however, that Tenant shall,
      at
      its own cost and expense, repair any damage caused by such removal and shall
      restore the Premises to the condition that it was in prior to the installation
      of Tenant's said trade fixtures and personal property.





Section
      3 .
      Except
      as above specifically contemplated, Tenant shall not in any manner make or
      suffer to be made any alterations, changes, additions or improvements to or
      of
      the Premises or the Building.








A  R  T  I  C  L  E  9.





CONSTRUCTION
      LIENS





Tenant
      shall not suffer or permit any liens, construction liens, claims, notices of
      unpaid balance and right to file lien, or the like to be filed against the
      Premises or the Building or any part thereof by reason of work, labor, services,
      equipment or materials supplied or claimed to have been supplied to or on behalf
      of Tenant or anyone holding the Premises or the Building or any part thereof
      through Tenant. If any such liens, construction liens, claims, notices of unpaid
      balance and right to file lien, or the like shall at any time be filed against
      the Premises or the Building, Tenant shall cause the same to be discharged
      of
      record within thirty (30) days after being given written notice of the filing
      of
      the same, or, Tenant may, in lieu of discharging same within said thirty (30)
      days, post an insurance company surety bond providing for and securing due
      payment thereof and saving Landlord harmless and indemnifying it with respect
      thereto. Tenant shall not have any right whatsoever to subject the interests
      of
      Landlord in the Premises or the Building or in the fee simple title thereto
      to
      any construction liens or other liens whatsoever and nothing contained in this
      Lease shall be deemed to operate as an express or implied consent to Tenant
      to
      subject the interests of Landlord to any such lien or liens.








12


A  R  T  I  C  L  E  10.





WASTE





Tenant
      covenants not to permit the Premises to fall into disrepair or to do or suffer
      any waste or damage, disfigurement or injury to the Premises, the Building
      or
      the Lot, or the fixtures and equipment thereof, or permit or suffer any
      stationary overloading of the floors thereof. Landlord hereby represents that
      the floor load of the Building is eighty (80) pounds per square
      foot.








A  R  T  I  C  L  E  11.





INSPECTION
      BY LANDLORD





Section
      1. Tenant
      agrees to permit Landlord and the authorized representatives of Landlord to
      enter the Premises at all reasonable times and upon reasonable notice (except
      in
      an emergency when no notice shall be required) for the purpose of inspecting
      the
      same, for the purpose of performing cleaning services and making electrical
      surveys, and if Landlord so elects, but without any obligation so to do, for
      the
      purpose of making any necessary repairs to the Premises or the Building and
      performing any work therein that may be necessary to comply with any laws,
      ordinances, rules, regulations or requirements of any public authority or of
      the
      Board of Fire Underwriters or any similar body, or which Landlord may deem
      reasonably necessary to prevent waste or deterioration in connection with the
      Premises or the Building or for the purpose of performing any work required
      to
      be performed in connection with any provision of this Lease. Upon completion,
      Landlord shall restore the Premises to the condition that existed prior to
      such
      repair as reasonably practicable under the circumstances. Any such entry by
      Landlord shall not unreasonably interfere with Tenant’s use of the Premises.
      Nothing herein shall imply any duty upon the part of Landlord to do any work
      which, under any provision of this Lease, Tenant may be required to perform,
      and
      the performance thereof by Landlord shall not constitute a waiver by Landlord
      of
      Tenant's default in failing to perform the same. Landlord may, during the
      progress of any work in the Premises or the Building, keep and store in the
      Building but outside the Premises all necessary materials, tools and equipment.
      Except for Landlord gross negligence or wilful misconduct, Landlord shall not
      in
      any event be liable for inconvenience, annoyance, disturbance, loss of business
      or other damage to Tenant by reason of making repairs or the performance of
      any
      work in the Premises or the Building, or on account of bringing materials,
      supplies and equipment into or through the Premises during the course thereof,
      and the obligations of Tenant under this Lease shall not thereby be affected
      in
      any manner whatsoever.





Section
      2 .
      Landlord is hereby given the right upon prior reasonable notice during usual
      business hours to enter the Premises and to exhibit the same for the purposes
      of
      sale, lease or mortgage and during the final six (6) months of the term Landlord
      shall be entitled to display on the Building in such manner as not unreasonably
      to interfere with Tenant's business the usual "For Sale" or "To Let" signs
      and
      Tenant agrees that such signs may remain, unmolested, upon the Premises.


13





A  R  T  I  C  L  E  12.





ASSIGNMENT
      AND SUBLETTING





Section
      1. Provided
      that this Lease shall be in good standing and that Tenant shall not be in
      default of any of its obligations hereunder beyond any applicable cure periods,
      Tenant may, without Landlord's consent, assign this Lease to (a) any corporation
      or entity resulting from a merger or consolidation of the Tenant entity,
      provided that the total net worth of such assignee, after such consolidation
      or
      merger, shall be at least equal to $ 20,000,000.00 ;
      or (b)
      to Tenant's parent company, or to any wholly owned subsidiary of Tenant or
      Tenant's parent company; and provided further that such successor shall execute
      an instrument in writing reasonably satisfactory to Landlord's counsel fully
      assuming all of the obligations and liabilities imposed upon Tenant hereunder
      and shall deliver the same to Landlord. No such assignment shall operate to
      relieve Tenant from any liability hereunder.





Section
      2 .
      Except
      as set forth in Section 1 above, Tenant shall not, either voluntarily or
      involuntarily, directly or indirectly, by operation of law or otherwise, assign,
      transfer, mortgage or otherwise encumber this Lease, or sublet the whole or
      any
      part of the Premises, or permit the Premises or any part thereof to be used
      or
      occupied by others, without the prior written consent of Landlord, which consent
      shall not be unreasonably withheld, conditioned or delayed. The giving of such
      consent by Landlord shall apply only to the specific transaction thereby
      authorized, and shall not be construed to relieve Tenant from obtaining
      Landlord's consent to any other or subsequent such assignment, transfer,
      mortgage or other encumbrance, subletting, use or occupancy, or as modifying
      or
      limiting Landlord's rights under this Article 12.





Section
      3 .
      Notwithstanding the occurrence of any transaction contemplated by Section 1
      or 2
      of this Article, Tenant shall, nevertheless, remain primarily liable to perform
      all covenants and conditions of this Lease. In addition, Tenant shall not be
      released or discharged from such liability by reason of any modification,
      amendment or supplement of this Lease agreed to by Landlord and any assignee
      or
      subtenant solely or by reason of Landlord's failure to enforce any of its rights
      or remedies hereunder against any such assignee or subtenant. At least ten
      (10)
      days prior to the effective date thereof, Tenant shall furnish Landlord with
      a
      conformed copy of any such assignment or sublease, together with an agreement
      in
      writing executed by any such assignee or subtenant to assume the obligations
      imposed by this Lease upon the Tenant and to perform the same in accordance
      with
      the terms hereof, and pursuant to which any subtenant agrees that if this Lease
      shall be terminated by reason of Tenant's default hereunder or otherwise, at
      Landlord's option, to be exercised by notice to the subtenant, such sublease
      shall continue in full force and effect and the subtenant will attorn to
      Landlord. If this Lease be assigned, or if the Premises or any part thereof
      be
      sublet, used or occupied by anybody other than Tenant, Landlord may collect
      Fixed Rent and additional rent from the assignee, subtenant or occupant, and
      apply the net amount collected to the Fixed Rent and/or additional rent reserved
      hereunder, but no such collection shall be deemed a waiver of this covenant,
      or
      the acceptance of the assignee, subtenant or occupant as tenant, or a release
      of
      Tenant from the further performance by Tenant of the terms, covenants and
      conditions of this Lease on the part of the Tenant to be performed. Any
      violation of any provision of this Lease, whether by act or omission, by any
      assignee, subtenant or occupant, shall be deemed a violation of such provision
      by Tenant, it being the intention and meaning of the parties hereto that Tenant
      shall assume and be liable to Landlord for any and all acts and omissions of
      any
      and all assignees, subtenants and/or other occupants.





Section
      4 .
      Notwithstanding, and without limiting, any other provisions of this Article,
      in
      the event that Tenant shall request Landlord's consent to an assignment of
      this
      Lease or a subletting of all or any portion of the Premises, Landlord shall
      have
      the option, in lieu of granting or refusing any such consent, to cancel and
      terminate this Lease, such option to cancel and terminate to be exercised not
      later than twenty (20) days after Landlord receives from Tenant a notice
      containing Tenant's request for Landlord's consent to an assignment or
      subletting. Any such notice containing a request for consent shall contain
      the
      following information: (1) the name and business address of the proposed
      assignee or subtenant; (2) the consideration to be paid by the proposed assignee
      or sublessee to Tenant for such assignment or subletting; (3) all other business
      terms and conditions of the proposed assignment or subletting transaction;
      and
      (4) such further and additional information as Landlord may request. If Landlord
      shall exercise its said option to cancel and terminate this Lease, Fixed Rent,
      additional rent and all other amounts payable by Tenant to Landlord shall be
      adjusted as of the date any such assignee or sublessee enters into a direct
      lease with Landlord, accepts possession of the Premises and thereafter commences
      the payment of rent.





14


Section
      5 .
      Without
      limiting the foregoing, in the event that this Lease shall be assigned or all
      or
      any of the portion of the Premises shall be sublet, then and in that event,
      seventy-five (75%) percent of the net proceeds, avails and profits of any such
      assignment and/or sublease shall be paid by Tenant and shall constitute the
      sole
      and exclusive property of Landlord determined after the deduction of all
      reasonable costs and expenses incurred by Tenant in connection with such
      assignment or sublease including, without limitation, brokers’ fees, attorneys’
fees, tenant improvement allowances or work, and other inducements provided
      by
      Tenant. In calculating the net proceeds, avails and profits of any sublease
      of
      less than the entire Premises hereof, the rentals payable pursuant hereto and
      the rentals payable pursuant to any such sublease shall be equitably allocated
      to the portion of the Premises so being sublet and the net proceeds, avails
      and
      profits shall be determined accordingly. In connection with any assignment
      of
      this Lease, the said net proceeds, avails and profits shall include any amounts
      paid to Tenant as the purchase price or other consideration for the transfer
      of
      any of Tenant's trade fixtures, equipment or inventory in excess of the then
      reasonable fair market value thereof. Nothing herein shall be construed as
      relieving Tenant, in the event of an assignment of this Lease or a subletting
      of
      all or a portion of the Premises, of the primary liability to Landlord for
      the
      full and faithful performance of the covenants and agreements contained in
      this
      Lease.





Section
      6 .
      In the
      event Tenant requests Landlord to approve any assignment of this Lease, or
      subletting (or other form of occupancy by a third party) of the Premises, Tenant
      shall pay Landlord a reasonable fee not to exceed $1,500 to cover Landlord's
      costs for the preparation and/or review of said assignment or sublease, or
      documents ancillary thereto, credit checks, business checks and other like
      items.







A  R  T  I  C  L  E  13.





HOLD
      HARMLESS AND INDEMNIFICATION





Section
      1. This
      Lease is made upon the express condition that except for Landlord’s gross
      negligence and wilful misconduct, Tenant agrees to and shall keep, save and
      hold
      Landlord free and harmless from and indemnify it against all liability,
      penalties, losses, damages, costs, expenses, causes of action, claims and/or
      judgments arising by reason of any injury in or about the Premises to any person
      or persons, including without limitation, Tenant, its servants, agents and
      employees, and damage in or about the Premises to any property of any kind
      whatsoever, and to whomsoever belonging, including without limitation, damage
      to
      property of Tenant, its servants, agents and employees, and other parties,
      which
      such injury to persons or damage to property occurs as a result of or from
      any
      cause or causes whatsoever, including, without limitation, damage from water
      and/or steam leakage into or upon the Premises (or from the Premises), or its
      appurtenances, or damage or injury occurring on or about the common areas,
      sidewalks or parking areas adjacent thereto, during the term of this Lease
      or
      any occupancy hereunder. Tenant hereby covenants and agrees to indemnify,
      protect and save Landlord harmless from all liability, judgments, claims, loss,
      costs and obligations on account of or arising out of any such injuries and
      damages however occurring, except to the extent occasioned by Landlord's wilful
      misconduct or gross negligence, provided always, however, that if and to the
      extent that Tenant receives any proceeds from applicable policies of insurance
      with respect to same, then the amount of such proceeds shall be credited against
      any amounts payable by Landlord to Tenant hereunder.





Section
      2 .
      Tenant,
      as a material part of the consideration to be rendered to Landlord, hereby
      waives all claims against Landlord for damages to goods, equipment,
      improvements, wares and merchandise in, upon or about the Premises and for
      injuries to Tenant, its servants, agents, employees or third persons in or
      about
      the Premises from any cause arising at any time, except to the extent occasioned
      by Landlord's wilful misconduct or gross negligence, provided always, however,
      that if and to the extent that Tenant receives any proceeds from applicable
      policies of insurance with respect to same, then the amount of such proceeds
      shall be credited against any amounts payable by Landlord to Tenant hereunder.





15


Section
      3. Except
      as otherwise specifically set forth in this Lease, each party shall bear the
      cost of its own counsel incurred in connection with this Lease and Tenant's
      use
      and occupancy of the Premises.








A  R  T  I  C  L  E  14.





CASUALTY





Section
      1 .
      In case
      of any damage to the Building on the Lot by fire or other casualty occurring
      during the term of this Lease or previous thereto, which renders the Premises
      wholly untenantable so that the same cannot be repaired within one hundred
      twenty (120) days from the happening of such damage, then the term hereby
      created shall, at the option of Landlord or Tenant, terminate from the date
      of
      such damage. In the event Landlord elects to terminate the Lease for any reason
      which is due to the inability to restore the same within the one hundred twenty
      (120) day period, Landlord shall so notify Tenant within thirty (30) days of
      the
      happening of the fire or casualty, and in such event Tenant shall immediately
      surrender the Premises and shall pay rent only to the time of such damage and
      Landlord may re-enter and repossess the Premises free and clear of any rights
      of
      Tenant under this Lease. In the event Landlord can restore the Premises within
      one hundred twenty (120) days, it shall so notify Tenant within thirty (30)
      days
      after the happening of the fire or casualty and the Lease shall remain in full
      force and effect during the period of Landlord's restoration, except that rent
      and additional rent shall abate while the repairs and restoration are being
      made, but the rent shall recommence upon restoration of the Premises and
      delivery of the same by Landlord to Tenant. Landlord agrees that it will
      undertake reconstruction and restoration of the damaged Premises with due
      diligence and reasonable speed and dispatch.





Section
      2 .
      If the
      Building shall be damaged, or a portion of the Lot is damaged which materially
      reduces the number of parking spaces on the Lot or materially and negatively
      impacts access to the Building, but the damage is repairable in Landlord's
      estimation, within one hundred twenty (120) days, Landlord agrees to repair
      the
      same with reasonable promptness. In such event, the rent and additional rent
      accrued and accruing shall not abate, except for that portion of the Premises
      that has been rendered untenantable and as to that portion the rent shall abate
      based on equitable adjustments as reasonably determined by Landlord. If any
      damage to the Building or Lot is not repairable in Landlord's estimation within
      one hundred twenty (120) days, either party shall have the right to terminate
      this Lease upon serving written notice of such election upon the other party.
      In
      addition, if the cost to repair same shall exceed 15% of the replacement of
      the
      Building, Landlord may at its option terminate this Lease upon serving written
      notice of such election upon Tenant. Notwithstanding anything in this Lease
      to
      the contrary, Landlord shall have the option of terminating this Lease, and
      shall not be required to repair any damage caused by any fire or other casualty,
      if said fire or other casualty occurs during the last year of the term
      hereof.





Section
      3 .
      In
      connection with Landlord's restoration as hereinafter referred to, in
      determining what constitutes reasonable promptness consideration shall be given
      to delays caused by acts of God, strikes, and other causes of Force Majeure
      beyond the Landlord's control.





Section
      4 .
      Tenant
      shall immediately notify Landlord in case of fire or other damage to the
      Premises.





Section
      5 .
      Notwithstanding anything contained in this Article 14, if repairs are not
      completed within one hundred fifty (150) days of the date of damage, subject
      to
      delays due to Force Majeure not to exceed sixty (60) days, Tenant shall have
      the
      right prior to the completion of such work or Tenant's taking possession of
      the
      Premises to terminate this Lease, in which event Landlord and Tenant shall
      thereupon be released of liability one to the other (with the exception,
      however, of any unpaid Fixed Rent and/or additional rent accrued through the
      date of termination, which shall remain the responsibility of Tenant), and
      the
      within Lease shall be deemed null and void.





16


Section
      6 .
      Anything contained in the within Lease Agreement to the contrary
      notwithstanding, it is understood and agreed by and between the parties hereto
      that in no event shall Landlord be obligated to expend any funds in connection
      with any repair or restoration work in excess of the proceeds of insurance
      policy payments which are made available to Landlord by insurance carriers
      and
      by any mortgagee of the Premises and the Building. Landlord's obligations in
      connection with such repair and/or restoration work shall and are hereby
      strictly limited to the replacement of the basic Building area as demised by
      Landlord to Tenant as of the Commencement Date of the term hereof (including
      the
      Work) and in no event shall Landlord be obligated to replace, repair or restore
      any improvements to the Premises or alterations thereof installed therein by
      or
      on behalf of Tenant nor shall Landlord be obligated in any event whatsoever
      to
      replace, repair or restore Tenant's leasehold improvements, personal property,
      furniture, fixtures, equipment or the like. Landlord shall cooperate with Tenant
      in obtaining insurance proceeds on Tenant’s leasehold improvements, personal
      property, furniture, fixtures, equipment or the like, provided that Landlord
      incurs no cost or expense in connection therewith.








A  R  T  I  C  L  E  15.





CONDEMNATION/EMINENT
      DOMAIN





Section
      1. This
      Lease and the term hereof shall terminate: (1) if the entire Premises shall
      be
      taken by condemnation or eminent domain; or (2) if a portion of the Lot (other
      than the Building) is taken (x) materially reducing the number of parking spaces
      on the Lot, or (y) materially and negatively impacting access to the Building;
      or (3) at the option of Tenant (exercisable by notice given to Landlord within
      thirty (30) days after the date after formal institution of the taking
      proceedings by the filing of a Complaint or Declaration of Taking) if a material
      part of the Premises shall be taken in any condemnation or eminent domain
      proceeding(s). A taking of a "material part of the Premises", as such quoted
      words are used herein, shall mean the condemnation or taking by eminent domain
      of so much of the Premises, in excess of 15% of the area thereof, as shall
      materially and adversely prevent Tenant from operating its business in the
      Premises for the purposes for which the Premises were leased to Tenant or for
      the purposes for which the Premises were being used at the date of such taking;
      or (3) at the option of Landlord (exercisable by notice given to Tenant within
      three (3) months after the date of taking), if more than 15% of the Lot or
      if
      more than 15% of the Building shall be taken by condemnation or eminent domain.





Section
      2 .
      Any
      termination of this Lease Agreement pursuant to the provisions of this Article
      shall be effective upon the date of transfer of possession in connection with
      the taking proceedings, and, upon such termination, Tenant shall be liable
      only
      for the payment of Fixed Rent, additional rent, impositions and other charges
      herein, pro-rated to the date of such termination, and Landlord shall refund
      any
      payment in excess thereof to Tenant. Tenant may, if permitted by law, make
      any
      independent application by separate proceedings apart from the proceeding in
      which Landlord shall be prosecuting its claim, to any condemning authority,
      for
      any award which might be independently payable to it in connection with Tenant's
      moving expenses, business dislocation damages or for the taking of Tenant's
      leasehold improvements, provided that no such application or any award rendered
      pursuant thereto shall operate to diminish any award which would otherwise
      be
      payable to Landlord. Tenant waives its right to and agrees that it shall not
      (i)
      make any claim in or with respect to any condemnation or eminent domain
      proceedings whatsoever or otherwise except as hereinabove specifically provided,
      or (ii) make any claim against Landlord in any other action for the value of
      the
      unexpired portion of this Lease or the term hereof. Except as above specifically
      provided, the total amount of all condemnation awards shall be the sole and
      exclusive property of the Landlord, and Tenant shall not participate therein
      or
      in the negotiation thereof or have any rights whatsoever with respect to the
      awards or the proceeds of any such proceedings.





Section
      3. In the
      event that any part of the Premises is taken in any condemnation or eminent
      domain proceedings and this Lease is not terminated pursuant to Section 1
      hereof, then this Lease shall remain in full force and effect as to such
      remaining portion, except that from and after the effective date of any such
      taking, Tenant shall be entitled to an equitable reduction in the Fixed Rent
      required to be paid hereunder in accordance with the value of the leasehold
      before and after any such condemnation, due regard being given to any reduction
      in square foot area of the Premises caused by such taking, the location of
      the
      areas which were taken in such proceedings, and the uses to which the Premises
      might reasonably be put subsequent to the date of such taking. If Landlord
      and
      Tenant do not agree on the amount of such reduced rent, the same shall be
      determined by arbitration as herein provided. Subject to the approval and
      consent of any then mortgagee of the Premises and the Building and to the terms
      and conditions of any mortgage upon the Premises and the Building and subject
      to
      the availability of the proceeds of any award for reconstruction and restoration
      and the agreement of any mortgagee to make such proceeds available, Landlord
      shall promptly reconstruct and restore the portion of the Premises remaining
      after such taking to a complete architectural unit. Except as set forth herein,
      any rebuilding or restoration by Landlord shall be strictly limited to the
      basic
      building structure as initially demised hereunder. In no event shall Landlord
      be
      obligated to expend any sums for such rebuilding or restoration in excess of
      the
      amount of money actually paid to and received by Landlord, net of all expenses,
      from any condemning authority and/or from any mortgagee of the Premises and
      the
      Building to whom any such award may have been paid by such condemning authority.
      The payment of any award by any condemning authority to Landlord's mortgagee
      and
      the application of such payment on account of Landlord's mortgage shall not
      be
      deemed to constitute receipt or constructive receipt of payment by Landlord.
      All
      condemnation proceeds shall be subject to the requirements of any mortgagee
      of
      the Premises and the Building that same be applied in reduction of such mortgage
      balance (in which event Landlord shall not be obligated to restore the Premises)
      and the remaining portion of any award, if any, not so applied shall at all
      times be available to Landlord for construction and restoration purposes and
      shall be the sole and exclusive property of Landlord. The balance of any such
      proceeds shall, after completion of restoration and reconstruction, be retained
      by Landlord. Monies paid "into Court" shall not be deemed to constitute payment
      of such award to Landlord until Landlord agrees to accept the same and until
      such monies are physically delivered to Landlord by the condemning authority
      and
      by Landlord's mortgagee, if any.





17





A  R  T  I  C  L  E  16.





BANKRUPTCY/INSOLVENCY
      AND DEFAULT OF TENANT





Section
      1. If
      during the term of this Lease, (a) Tenant shall make an assignment for the
      benefit of creditors, or (b) a voluntary petition be filed by Tenant under
      any
      law having for its purpose the adjudication of Tenant a bankrupt, or the
      extension of time of payment, composition, adjustment, modification, settlement
      or satisfaction of the liabilities of Tenant or the reorganization or
      liquidation of Tenant, or (c) a receiver be appointed for the property of Tenant
      by reason of the insolvency or alleged insolvency of Tenant, or if (d) any
      department of the state or federal government or any officer thereof or duly
      authorized Trustee or Receiver shall take possession of the business or property
      of Tenant by reason of the insolvency or alleged insolvency of Tenant, or if
      (e)
      an involuntary petition be filed against Tenant under any law having for its
      purpose the adjudication of Tenant a bankrupt, or for the liquidation of Tenant;
      and except with respect to items (a) and (b), supra ,
      of this
      Section 1, which shall be non-curable events of default, if Tenant shall not
      within ninety (90) days thereafter, remove, have dismissed and/or cure any
      of
      the foregoing, then Landlord may give Tenant notice of a default under this
      Lease and if, within thirty (30) days after such notice, Tenant shall still
      have
      not removed and/or cured any of the foregoing; or if (f) any
      Debtor-in-Possession ("so-called"), Receiver or Trustee pursuant to any
      bankruptcy or insolvency law whether Federal or State shall attempt to assign
      this Lease to any party or attempt to sublet all or any part of the Premises,
      then the occurrence of any such event shall be deemed a breach of this Lease
      and
      this Lease shall, ipso  facto ,
      upon
      the happening of any of said events and at the election of Landlord, be
      terminated and the same shall expire as if the day of the happening of such
      event were the date herein specifically fixed for the expiration of the term,
      and Tenant (or such Debtor-in-Possession, Receiver or Trustee as the case may
      be) will then quit and surrender the Premises to Landlord, but Tenant shall
      remain liable as hereinafter provided. If any of the aforesaid events occur
      prior to the Commencement Date hereof, this Lease shall be ipso  facto terminated. Landlord reserves the right to file a claim against any assignee,
      receiver or trustee of or for the Premises for damages and for loss of rent,
      for
      the full term of the Lease or otherwise, which Landlord may suffer, as a result
      of the foregoing.





18


Section
      2. If,
      during the term of this Lease, Tenant shall default in performance of any of
      the
      covenants of this Lease (other than the covenants for the payment of Fixed
      Rent
      and additional rent), or if any executions or attachments shall be issued
      against Tenant or any of Tenant's property whereupon the Premises shall be
      taken
      or occupied by someone other than Tenant, then in any such event Landlord shall
      be obligated to give to Tenant notice of any default or of the happening of
      any
      contingency in this Article referred to, and if at the expiration of thirty
      (30)
      days after such notice the default or the contingency upon which said notice
      was
      based shall continue to exist, or, in the event said default or contingency
      cannot be cured within thirty days, if, at the expiration of thirty days after
      such notice, Tenant has not commenced to cure said default or contingency and
      shall not thereafter be diligently prosecuting said cure to completion.
      Landlord, at its option, may terminate this Lease, and upon such termination
      Tenant will quit and surrender the Premises to Landlord, but Tenant shall
      nonetheless remain liable under the terms and conditions hereof as herein
      provided.





Section
      3. If
      Tenant shall fail to make any payment of Fixed Rent and/or additional rent,
      or
      any part of the same, within five (5) days of the date when due, Landlord may
      immediately thereafter terminate this Lease and exercise all remedies available
      hereunder, but Tenant shall nonetheless remain liable under the terms and
      conditions hereof as herein; provided, however, that on two (2) occasions per
      lease year, Tenant shall be given written notice of and a five (5) day “cure
      period” before Landlord shall have the rights set forth above.





Section
      4. Upon any
      termination of this Lease, Landlord or Landlord's agents and/or servants may
      immediately or at any time thereafter re-enter the Premises and remove all
      persons and all or any property therefrom either by summary dispossess
      proceedings or by any suitable action or proceedings at law and may repossess
      said Premises together with all additions, alterations and improvements thereto,
      without such re-entry and repossession working a forfeiture or waiver of the
      rents to be paid and the covenants to be performed by Tenant during the full
      term hereof. In the event of termination of this Lease by reason of the
      occurrence of any of the events described in this Article, or in the event
      of
      the termination of this Lease by summary dispossess proceedings or under
      provisions of law now or at any time hereafter in force by reason of or based
      upon or arising out of a default under or breach of this Lease on the part
      of
      Tenant beyond all applicable cure periods, or upon Landlord's recovering
      possession of the Premises in any circumstances whatsoever, whether with or
      without legal proceedings, by reason of or based upon or arising out of a
      default under or breach of this Lease on the part of Tenant beyond all
      applicable cure periods, Landlord may, at its option, at any time and from
      time
      to time re-let the Premises, or any part or parts thereof, for the account
      of
      Tenant or otherwise, and receive and collect the rents therefor, applying the
      same first to the payment of such actual and out-of-pocket expenses as Landlord
      may have reasonably incurred in recovering possession of the Premises, including
      the legal expenses and reasonable attorneys' fees, and expenses of putting
      the
      same into good order or condition and preparing or altering the same for
      re-rental and all other expenses, commissions and charges paid, assumed or
      incurred by Landlord in re-letting the Premises or in connection with a
      termination of this Lease by reason of Tenant's default and then to the payment
      of monthly Fixed Rent and additional rent hereunder. Any such re-letting herein
      provided for may be, at Landlord's option, for the remainder of the term of
      this
      Lease or for a longer or shorter period and/or for a higher or lower rent and/or
      with the granting of concessions. In any such case and whether or not the
      Premises, or any part thereof be re-let, Tenant shall pay to Landlord the Fixed
      Rent, additional rent and all other charges required to be paid by Tenant
      pursuant to this Lease up to the time of such termination of this Lease, or
      of
      such recovery of possession of the Premises by Landlord, as the case may be,
      together with such actual and out-of-pocket expenses as Landlord may reasonably
      incur for reasonable attorneys' fees, brokerage fees and the cost of putting
      the
      Premises in good order or for preparing same for re-rental, and thereafter
      Tenant covenants and agrees, if required by Landlord, to pay to Landlord until
      the expiration date of the term of this Lease, as herein provided, as and for
      liquidated damages the equivalent of the amount of all the Fixed Rent reserved
      herein, additional rent and all other charges required to be paid by Tenant,
      less the net avails of re-letting, if any, and the same shall be due and payable
      by Tenant to Landlord on the several rent days herein specified, that is to
      say,
      upon each of such rent days, Tenant shall pay to Landlord the amount of the
      deficiency then existing (any deficiency in Fixed Rent and additional rent
      to be
      computed separately for each month). In computing such liquidated damages there
      shall be added to the said deficiency such actual and out-of-pocket expenses
      as
      Landlord may reasonably incur in connection with re-letting, such as legal
      expenses, reasonable attorneys' fees, brokerage, advertising, and for keeping
      the Premises in good order or for preparing the same for re-letting. Landlord
      shall use commercially reasonable efforts to mitigate its damages in the event
      of a default by Tenant hereunder; provided, however, Landlord shall not be
      required to re-let the entire Premises to a single tenant or undertake any
      actions inconsistent with its then current leasing practices or market the
      Premises preferentially to any other space or property which Landlord or its
      affiliates have available for lease. Landlord shall be entitled to retain any
      overage received as a result of its re-letting of the Premises and Tenant shall
      have no rights therein or thereto.





19


Section
      5. Except
      as set forth herein, no expiration or termination of the Lease term pursuant
      to
      Sections 1, 2, 3 or 6 of this Article 16 or by operation of law, or otherwise
      (except as expressly provided herein), and no repossession of the Premises
      or
      any part thereof pursuant to Section 4 of this Article 16, or otherwise, shall
      relieve Tenant of its liabilities and obligations hereunder, all of which shall
      survive such expiration, termination or repossession.





Section
      6. Without
      limiting Landlord's rights and remedies under the preceding Sections of this
      Article, if Tenant shall fail to make any payment, or perform any act on its
      part to be made or performed, as in this Lease provided, Landlord may after
      the
      expiration of all applicable cure periods (but shall not be obligated to do
      so),
      without waiving or releasing Tenant from any obligation of Tenant contained
      in
      this Lease, make any such payment or perform any such act on the part of Tenant
      to be made and performed, as in this Lease provided, in such manner and to
      such
      extent as Landlord may deem desirable, and in exercising any such rights
      Landlord may pay necessary and incidental and reasonable costs and expenses,
      employ counsel and incur and pay reasonable attorneys' fees. All sums so paid
      by
      Landlord and all reasonably necessary and incidental actual and out-of-pocket
      costs and expenses reasonably incurred by Landlord in connection with the
      performance of any such act by Landlord, together with interest computed thereon
      at the rate which shall be two (2%) percent per annum in excess of the
      prevailing interest rate charged by Chase Manhattan Bank, N.A. to its most
      credit worthy customers ("Prime"), which interest rate is to be adjusted as
      Prime fluctuates from time to time (or the maximum legal rate of interest then
      prevailing, whichever shall be less), from the date of the making of such
      expenditure by Landlord shall be deemed additional rent hereunder and, unless
      otherwise expressly provided, shall be payable to Landlord upon demand or at
      the
      option of Landlord, may be added to Fixed Rent or additional rent then due
      or
      thereafter becoming due under this Lease, and Tenant covenants to pay any such
      sum or sums, with interest as aforesaid, within five (5) days after demand,
      and
      Landlord shall have, in addition to any other right or remedy, the same rights
      and remedies in the event of nonpayment thereof by Tenant as in the case of
      default by Tenant in the payment of Fixed Rent.





Section
      7. If this
      Lease shall terminate by reason of the occurrence of any default of Tenant
      or
      any contingency mentioned in this Article, Landlord shall at its option and
      election be entitled, notwithstanding any other provision of this Lease, or
      any
      present or future law, to recover from Tenant or Tenant's estate (in lieu of
      all
      claims against Tenant relating to unpaid Fixed Rent or additional rent), as
      damages for loss of the bargain and not as a penalty, a lump sum which at the
      time of such termination of this Lease equals the then present worth of the
      Fixed Rent and all other charges payable by Tenant hereunder that were unpaid
      or
      would have accrued for the balance of the term, less the fair and reasonable
      rental value of the Premises for the balance of such term, such lump sum being
      discounted to the date of termination at the rate of six (6%) percent per annum,
      unless any statute or rule of law governing the proceeding in which such damages
      are to be proved shall limit the amount of such claim capable of being so
      proved, in which case Landlord shall be entitled to prove as and for liquidated
      damages by reason of such breach and termination of this Lease, the maximum
      amount which may be allowed by or under any such statute or rule of law. If
      the
      Premises or any part thereof shall be re-let by the Landlord for a period
      including the unexpired term of this Lease or any part thereof, before the
      presentation of proof of such liquidated damages to any court, commission,
      or
      tribunal, the amount of rent reserved on such re-letting shall be deemed to
      be
      the fair and reasonable rental value for the part or the whole of the Premises
      so re-let during the term of the re-letting. Nothing herein contained shall
      limit or prejudice Landlord's right to prove and obtain as liquidated damages
      arising out of such breach or termination the maximum amount to be allowed
      by or
      under any such statute or rule of law which may govern the proceedings in which
      such damages are to be proved whether or not such amount be greater, equal
      to,
      or less than the amount of the excess of the Fixed Rent over the rental value
      referred to above. Notwithstanding anything to the contrary contained herein,
      the remedy set forth in this Article 16, Section 7 shall only be available
      to
      Landlord if Landlord obtains a judgment from a court of competent jurisdiction
      entitling Landlord to collect rent on a monthly basis thereafter, and Tenant
      fails to make any such monthly payment in a timely manner.




20


Section
      8. No
      receipt of payment by Landlord from Tenant, after the termination of this Lease,
      as herein provided, shall reinstate, continue or extend the term or operate
      as a
      waiver of the right of Landlord to recover possession of the Premises, it being
      agreed that, upon termination, any and all payments collected shall be on
      account of Tenant's obligations hereunder.





Section
      9. Tenant
      hereby expressly waives the service of notice of intention to re-enter as
      provided for in any statute, or the necessity to institute legal proceedings
      to
      that end, and also waives any and all right or redemption in case Tenant shall
      be dispossessed from the Premises or this Lease shall be terminated. The terms
      "enter", "re-enter", "entry", or "re-entry", as used in this Lease are not
      restricted to their technical legal meaning.





Section
      10 .
      Tenant
      agrees to pay, as additional rent, all reasonable attorneys' fees and other
      actual and out-of-pocket expenses reasonably incurred by Landlord in the
      enforcement of any of the obligations or agreements of Tenant under this Lease.








A  R  T  I  C  L  E  17.





SERVICES
      FURNISHED BY LANDLORD





Section
      1. As long
      as Tenant is not in default under any provision of this Lease, Landlord shall
      furnish the following services to Tenant during Normal Business Hours (as
      hereinafter defined):





(a)  Passenger
      elevator service;





(b)  Heat,
      ventilation and air conditioning, to be provided by systems designed to produce
      heat and air conditioning in accordance with the performance standards set
      forth
      on Exhibit E annexed hereto and made a part hereof, (Tenant agrees to keep
      peripheral windows closed and at all times to cooperate with Landlord and
      observe all regulations which Landlord may reasonably prescribe for the proper
      functioning and protection of the heating, ventilation and air conditioning
      system). For and during that portion of each lease year between October 15
      and
      May 15, Landlord shall provide heat to the Premises as climatic conditions
      shall
      require, and for and during the portion of each lease year between May 16 and
      October 14, Landlord shall provide air conditioning to the Premises as climatic
      conditions shall require. Notwithstanding anything contained in this Lease
      to
      the contrary, Landlord shall not be obligated to provide air conditioning or
      any
      climate control system(s) of any type to any area(s) within the Premises used
      as
      and for "computer room(s)" or the like;





(c)  Water
      for
      ordinary drinking and lavatory purposes, but if Tenant uses water for any other
      purposes or in unusual quantities, Landlord may install a water meter at
      Tenant's expense and Tenant shall pay for water consumed, as shown by said
      meter
      as additional rent as bills therefor are rendered;





(d)  Cleaning
      services with respect to the office area of the Premises which cleaning services
      shall be as described and set forth on Exhibit F annexed hereto and made a
      part
      hereof, on days of Normal Business Hours. Tenant shall pay to Landlord the
      cost
      of removal of any of Tenant's excess rubbish. Landlord shall not be required
      to
      clean or exterminate any areas of the Premises which are used for the
      preparation or dispensing of food or beverages or for storage, shipping or
      similar purposes.





(e)  Passenger
      van service to be operated between the hours of 8:00 AM and 6:00 PM, Monday
      through Friday for purposes of transporting Tenant’s employees between the
      Building and the following locations within the City of Newark: the Newark
      business district, Penn Station, Broad Street Station, City Hall, the New Jersey
      Performing Arts Center and the Newark Bears’ Stadium. The use of the passenger
      van service by Tenant shall be free of charge except that the cost to operate
      such van service shall be included in Operating Costs (as hereinafter defined).
      The use of the passenger van service shall be shared with the other tenants
      in
      the Building on a first come, first served basis. Landlord shall have the right
      to designate a schedule of operation during the hours between 8:00 AM and 11:59
      AM. Landlord shall have no liability to Tenant in the event of any failure
      in
      the operation of the passenger van service.





21


Section
      2. For the
      purposes of this Lease, "Normal Business Hours" shall mean the period between
      8
      A.M. and 10 P.M. seven days per week, excluding legal holidays and Building
      holidays and other days which may be designated holidays in labor contracts
      with
      trades providing services to the Premises or as may be designated as legal
      holidays in the State of New Jersey. Current Building holidays are set forth
      on
      Exhibit G. Notwithstanding the foregoing, Tenant shall have access to the
      Premises twenty four (24) hours a day, three hundred sixty five (365) days
      a
      year. Except as herein otherwise provided, Landlord shall in no event be
      required to supply central heating or air conditioning other than during Normal
      Business Hours except that supplemental
      heating, ventilation and air conditioning units shall be installed in the
      Premises by Landlord as part of the Work. Tenant shall pay for the use of its
      supplemental heating, ventilation and air conditioning units based upon a
      separate meter. If such separate meter is damaged or becomes inoperative, Tenant
      shall pay for the use of its supplemental heating, ventilation and
      air-conditioning units based upon a separate submeter or other energy measuring
      system utilized by Landlord at the Building until the damage is repaired or
      the
      meter becomes operational. All amounts due from Tenant pursuant to this Article
      17, Section 2 shall be paid either to Landlord within ten (10) days of being
      billed therefor or directly to the supplier of the utility, as
      applicable.





Section
      3. Landlord
      shall not be liable for full or partial stoppage or interruption of the above
      services or utilities caused by any factors beyond Landlord's reasonable control
      and Landlord shall not be liable for consequential damages in any event. No
      such
      stoppage shall operate to constitute a constructive eviction of Tenant.
      Notwithstanding the foregoing, i n
      the
      event the stoppage or interruption of the above services or utilities is solely
      caused by the gross negligence or wilful misconduct of Landlord and such
      services are not restored within seven business (7) days, and as a result
      thereof Tenant cannot reasonably use the Premises, Fixed Rent shall abate on
      the
      eighth (8th) business day and continue abated until such service is
      restored.








A  R  T  I  C  L  E  18.





ADDITIONAL
      RENT





Section
      1 .
      It is
      expressly agreed that Tenant shall pay, in addition to the Fixed Rent, and
      as
      additional rent hereunder, in each calendar year which occurs wholly or
      partially during the term hereof, its Proportionate Share, of all "Operating
      Costs" and "taxes" (as said terms are hereinafter defined) of the Building
      and
      the Lot which shall exceed those applicable to the "Base Year". For the purposes
      of this Lease, the term "Base Year" shall mean the calendar year 2007.





Section
      2 .
      For the
      purposes of this Article 18, "Operating Costs" shall mean the following expenses
      paid or incurred by Landlord in connection with the Building and the Lot (the
      Lot being defined as Lot 18, Block 32, on the Tax Map of Newark, New Jersey):





A.  Wages,
      salaries, fees and other compensation and payments and payroll taxes and
      contributions to any social security, unemployment insurance, welfare, pension
      or similar fund and payments for other fringe benefits required by law or by
      union agreement (or, if the employees of any of them are non-union, then
      payments for benefits comparable to those generally required by union agreement
      in first class office buildings in the Essex County, New Jersey area which
      are
      unionized) made to or on behalf of all employees of Landlord performing services
      rendered in connection with the operation and maintenance of the Building and
      the Lot, including, without limitation, elevator operators, elevator starters,
      window cleaners, porters, janitors, maids, miscellaneous handymen, watchmen,
      persons engaged in patrolling and protecting the Building and the Lot,
      carpenters, engineers, firemen, mechanics, electricians, plumbers, persons
      engaged in the operation and maintenance of the Building and “Real Property” (as
      hereinafter defined in Section 3 of this Article 18), Building superintendent
      and assistants, Building manager, and clerical and administrative personnel.





22


B.  The
      uniforms of all employees, and the cleaning, pressing and repair thereof.





C.  Cleaning
      costs for the Building and Lot, including the windows and sidewalks, all snow
      and rubbish removal (including separate contracts therefor) and the costs of
      all
      labor, supplies, equipment and materials incidental thereto.





D.  Premiums
      and other charges incurred by Landlord with respect to all insurance relating
      to
      the Building and the Lot and the operation and maintenance thereof, including,
      without limitation: fire and extended coverage insurance, including windstorm,
      flood, hail, explosion, riot, rioting attending a strike, civil commotion,
      aircraft, vehicle and smoke insurance; public liability; elevator; workmen's
      compensation; boiler and machinery; rent; use and occupancy; health, accident
      and group life insurance of all employees; and casualty rent insurance.





E.  The
      cost
      of electricity, heat, water and sewer and any and all other utility services
      used in connection with the operation and maintenance of the Building and the
      Lot (excluding electricity and other utility services, if any, which are paid
      directly by tenants). For the purpose of this Section, "cost of electricity"
      shall include the cost of electricity for common areas attributable to Building
      operation [i.e. mechanical equipment operation, common area electricity usage,
      exterior lighting and, in general, all other electric utility usage mutually
      enjoyed by all tenants (based upon the electricity rate to be adjusted for
      summer and winter as applicable, and inclusive of demand charge, energy charge
      and energy adjustment charge in effect as of the Commencement Date)] reduced
      by
      amounts due from tenants for special electrical usage in conjunction with
      elapsed time recorded usage for overtime operation of the Building mechanical
      systems actually paid to Landlord pursuant to Article 17 hereof, as said Article
      pertains to electrical usage only.





F.  Costs
      incurred for operation, service, maintenance, inspection, repair and alteration
      of the Building, the Lot, and the heating, air-conditioning, ventilating,
      plumbing, electrical and elevator systems of the Building (including any
      separate contract therefor) and the costs of labor, materials, supplies and
      equipment used in connection with all of the aforesaid items; provided, however,
      Operating Costs shall not include any cost incurred by Landlord in expanding
      the
      Building.





G.  Sales
      and
      excise taxes and the like upon any of the expenses enumerated herein.





H.  Management
      fees of the managing agent for the Building, if any. If there shall be no
      managing agent, or if the managing agent shall be a company affiliated with
      Landlord, the management fees that would customarily be charged for the
      management of the Building by an independent, first-class agent in the Essex
      County, New Jersey area.





I.  The
      cost
      of replacements for tools and equipment used in the operation and maintenance
      of
      the Building and the Lot.





J.  The
      cost
      of repainting or otherwise redecorating any part of the Building other than
      premises demised to tenants in the Building.





K.  Decoration
      for the lobby and other public portions of the Building.





L.  The
      cost
      of telephone service, postage, office supplies, maintenance and repair of office
      equipment and similar costs related to operation of the Building
      Superintendent's office.





M.  The
      cost
      of licenses, permits and similar fees and charges related to operation, repair
      and maintenance of the Building.





23


N.  Auditing
      fees necessarily incurred in connection with the maintenance and operation
      of
      the Building, and reasonable accounting fees incurred in connection with the
      preparation and certification of a real estate tax escalation and the Operating
      Cost escalation statements pursuant to this Article 18.





O.  All
      costs
      incurred by Landlord to retrofit any portion or all of the Building to comply
      with a change in existing legislation, whether Federal, State or Municipal;
      repairs, replacements and improvements which are appropriate for the continued
      operation of the Building as a first-class building in the Essex County, New
      Jersey area.





P.  All
      expenses associated with the installation of any energy or cost saving devices.





Q.  The
      pro
      rata share of all costs and expenses relating to the Real Property (as
      hereinafter defined) and its maintenance, operation and repair of any common
      facilities including, but not limited to, snow removal, landscaping and similar
      services.





R.  Any
      and
      all reasonable expenditures of Landlord in connection with the operation, repair
      and/or maintenance of the Parking Lots.





S.  Any
      and
      all other expenditures of Landlord in connection with the operation, repair
      or
      maintenance of the Lot or the Building which are properly expensed in accordance
      with generally accepted accounting principles; provided, however, Operating
      Costs shall not include any cost incurred by Landlord in expanding the
      Building.





If
      Landlord shall purchase any item of capital equipment or make any capital
      expenditure as described in subsections F, O and P above, or otherwise, then
      the
      costs for the same shall be amortized on a straight-line basis over a useful
      life period (but not more than ten(10) years), and Tenant shall reimburse
      Landlord for the portion of such costs allocable to the applicable amortization
      period which falls within the term hereof. At Landlord’s option, such
      reimbursement shall be paid by Tenant either (i) in a lump sum without interest
      within thirty (30) days of its receipt of Landlord’s invoice therefor, or (ii)
      in monthly installments, as additional rent, at the same time and in the same
      manner as Fixed Rent. If Landlord shall lease such item of capital equipment,
      then the rentals or other operating costs paid pursuant to such leasing shall
      be
      included in Operating Cost for each year in which they are incurred. In the
      event the Building is less than 95% occupied during the Base Year or any
      subsequent year, Operating Costs for the Base Year and lease year in question
      shall be appropriately adjusted so that Operating Costs shall reflect such
      Operating Costs as would have been incurred if the Building were 95% occupied
      during said year. In addition to the foregoing, Operating Costs for the Base
      Year shall also be adjusted to exclude any extraordinary expense of a one-time
      nature incurred during the Base Year.





Notwithstanding
      anything to the contrary contained herein, in the event that any tenant of
      the
      Building is separately billed for any item of Operating Costs, the amount billed
      to such tenant shall not be included in the term Operating Costs and the
      rentable floor area of such tenant’s leased premises shall be excluded for the
      purposes of determining Tenant’s Proportionate Share with respect
      thereto.





Section
      3 .
      (a)
      Tenant shall also pay, as additional rent, its Proportionate Share of real
      estate taxes, assessments, sewer rents, rates and charges, state and local
      taxes, transit taxes or any other governmental charge, general, special,
      ordinary or extraordinary (hereinafter collectively called "taxes") (but not
      including income or franchise taxes or any other taxes imposed upon or measured
      by the Landlord's income or profits, except if in substitution for real estate
      taxes as hereinafter provided, personal property taxes, sales tax and excise
      taxes) which may now or hereafter be levied or assessed against the Lot and
      upon
      the Building (collectively called the "Real Property") attributable to any
      tax
      year which is in excess of the amount of taxes on the Real Property attributable
      to the Base Year. The taxes for the Base Year shall be the product of the tax
      rate in effect as of the Base Year times the assessment for the calendar year
      in
      which the Building shall be fully assessed as a completed building. Landlord
      represents that the Building is currently fully assessed as a completed
      building. The Landlord shall take the benefit of the provisions of any statute
      or ordinance permitting any assessment to be paid over a period of time, and
      Tenant shall be obligated to pay its Proportionate Share, of the installments
      of
      any such assessment applicable to the term of this Lease or any renewal hereof.
      Any amount due to the Landlord under the provisions hereof shall be paid within
      ten (10) days after the Landlord shall have submitted a statement to Tenant
      showing in detail the computation of the amount due to Landlord. The amount
      of
      taxes for the Base Year, against which Tenant's liability for additional rent
      in
      subsequent years is determined, shall be the amount thereof finally determined
      to be legally payable by legal proceedings or otherwise. In the event the amount
      of taxes for the Base Year has not been finally determined by legal proceedings
      or otherwise at the time of payment of taxes for any subsequent year, the actual
      amount of taxes paid by Landlord for the Base Year shall be used in the
      statement provided by Landlord as the basis for Tenant's liability hereunder
      with respect to such subsequent year. Upon final determination of the amount
      of
      taxes for the Base Year by legal proceedings or otherwise, Landlord shall
      deliver to Tenant a statement setting forth the amount of taxes for the Base
      Year as finally determined and showing in reasonable detail the computation
      of
      any adjustment due to Landlord by reason thereof. Any payment due to Landlord
      by
      reason of such adjustment shall be paid as hereinbefore provided.





24


(b)  If
      Landlord shall receive any tax refund or rebate in respect of any tax year
      during the term hereof following the Base Year, Landlord may deduct from such
      tax refund any reasonable expense actually incurred in obtaining such tax
      refund, and out of the remaining balance of such tax refund, Landlord shall
      (i)
      credit against Tenant's obligations under this Section, Tenant's Proportionate
      Share thereof, or (ii) if the term has expired, pay to Tenant, Tenant’s
      Proportionate Share thereof, provided that Tenant shall have paid the Landlord
      all taxes due under this Lease for the tax year to which such refund or rebate
      is allocable and for the tax year in which such refund or rebate shall have
      been
      received. This covenant shall survive the expiration or termination of this
      Lease.





(c)  If
      the
      tax year for real estate taxes shall be changed, then an appropriate adjustment
      shall be made in the computation of the additional tax due to Landlord or any
      amount due to Tenant. The computation shall be made in accordance with sound
      accounting principles.





(d)  If
      the
      last year of the term of this Lease ends on any day other than the last day
      of a
      tax year, any payment due to Landlord or to Tenant by reason of any increase
      or
      decrease in taxes shall be pro-rated and Tenant shall pay any amount due to
      Landlord within ten (10) days after being billed therefor, and Landlord shall
      pay any amount due to Tenant within ten (10) days of Landlord’s calculation
      thereof. This covenant shall survive the expiration or termination of this
      Lease.





(e)  If
      at any
      time during the term of this Lease the method or scope of taxation prevailing
      at
      the commencement of the Lease term shall be altered, modified or enlarged so
      as
      to cause the method of taxation to be changed, in whole or in part, so that
      in
      substitution for, or as a supplement to, the real estate taxes now assessed
      there is, a capital levy or other imposition based on the value of the Building
      or Lot or the rents received therefrom, or some other form of assessment, tax
      or
      imposition based in whole or in part on some other valuation of the Real
      Property or any portion thereof, as if the Real Property were the only property
      owned by the Landlord, then and in such event, such substituted or supplemental
      tax, assessment or imposition shall be deemed included in "taxes" for purposes
      of this Article 18.





(f)  Landlord
      hereby represents to Tenant that all taxes due to be paid on the date hereof
      have been paid and that Landlord’s tax appeal for tax year 2006 is
      pending.





Section
      4 .
      Commencing on January 1, 2008 and continuing for and during each calendar year
      of the term of this Lease Agreement, Tenant agrees to pay to Landlord, at
      Landlord's option and at the same time as each monthly payment of Fixed Rent
      and
      in addition thereto, an amount equal to one-twelfth (1/12) of Tenant's
      Proportionate Share of the increase in the Operating Costs and taxes applicable
      to the current calendar year based upon Landlord's reasonable estimate of the
      amount by which such calendar year shall be in excess of the Base Year. Said
      sum
      shall be held by Landlord and shall be employed in connection with the payment
      of such Operating Costs and taxes as same become due and payable. Tenant further
      agrees to make such further payments in such amounts and at such times as
      Landlord may reasonably require to account for any deficiency in the reserve
      funds held by Landlord so as to enable Landlord to satisfy the increase in
      the
      Operating Costs and taxes for the particular calendar year in full, which sums
      Tenant shall furnish Landlord as additional rent hereunder. Notwithstanding
      the
      foregoing provisions, if at any time Landlord incurs such costs at a higher
      rate
      Landlord shall have the right to bill Tenant for its Proportionate Share of
      said
      excess and to continue to collect same in advance on a monthly basis as above
      provided. Within five (5) months after the end of each calendar year during
      the
      term hereof, Landlord shall deliver to Tenant a reasonably detailed statement
      (the "End of Year Statement") setting forth the actual Operating Costs and
      taxes
      for such calendar year. If Tenant has paid less than the actual amount due,
      Tenant shall pay the difference to Landlord within ten (10) days after
      Landlord's demand therefor. Any amount paid by Tenant which exceeds the amount
      due shall be credited against the next succeeding estimated payments due
      hereunder, unless the term has then expired, in which event the excess amount
      shall be refunded to Tenant within ten (10) days of Landlord’s calculation
      thereof.





25


Section
      5 .
      Without
      limiting any of Tenant's obligations pursuant to this Article 18, Tenant shall
      have the right, at its cost and expense, to audit the Operating Costs for the
      immediately preceding calendar year only, in order to verify the accuracy of
      any
      expense which was charged to Tenant as additional rent hereunder provided
      that:





(a)  Tenant
      shall notify Landlord of its election to audit the Operating Costs within thirty
      (30) days following Tenant’s receipt of the End of Year Statement;





(b)  such
      audit shall be conducted only during the hours of 10 A.M. to 4 P.M. on Monday
      through Friday on the 10th through the 25th day of the month;





(c)  such
      audit shall be conducted at the office where Landlord maintains Operating Costs
      expense records and only after Tenant gives Landlord at least thirty (30) days'
      prior written notice;





(d)  Tenant
      shall deliver to Landlord a copy of the results of such audit within ninety
      (90)
      days following Tenant's receipt of the End of Year Statement;





(e)  Intentionally
      deleted;





(f)  such
      audit shall only be conducted by a certified public accountant not compensated
      on a contingent fee basis;





(g)  no
      audit
      shall be conducted at any time that Tenant is in default of any of the terms
      of
      this Lease beyond any applicable notice and cure periods;





(h)  no
      subtenant shall have any right to conduct an audit;





(i)  no
      assignee shall conduct an audit for any period during which such assignee was
      not in possession of the Premises; and





(j)  Tenant
      shall keep the results of such audit strictly confidential and shall not
      disclose the same to any other tenant of the Building, unless the disclosure
      is
      required by a court ordered subpoena.





In
      the
      event that Tenant's audit alleges that an error was made by Landlord, Landlord
      shall have ninety (90) days following receipt of the results of such audit
      to
      obtain an audit from an accountant of Landlord's choice, at Landlord's cost
      and
      expense, or Landlord shall be deemed to have accepted the results of Tenant's
      audit. In the event that Landlord's and Tenant's accountants shall be unable
      to
      reconcile the results, both accountants shall mutually agree upon a third
      accountant whose determination shall be conclusive. The cost of any such third
      accountant shall be shared equally between Landlord and Tenant. If it is
      determined that Tenant has paid less than the actual amount due, Tenant shall
      pay the difference to Landlord within thirty (30) days after the date of such
      determination. If it is determined that Tenant has paid any amount in excess
      of
      the amount due, such excess amount shall be refunded to Tenant within thirty
      (30)days after the date of such determination.


26








A  R  T  I  C  L  E  19.





ELECTRIC
      CHARGES





Section
      1 .
      Tenant
      shall pay Landlord for its use of electric energy in the Premises whether for
      the electric lighting fixtures provided to Tenant by Landlord, Tenant's electric
      equipment, such as computers, calculators and other small office machines,
      or
      otherwise. Tenant's total electrical demand shall not exceed six (6)
      volt-amperes connected load per square foot (nor shall any single electric
      office machine or any fixture requiring electric energy in excess of 1800
      volt-amperes including but not limited to large copying machines and computers,
      be installed or operated in the Premises) without Landlord's prior written
      consent, which consent Landlord covenants shall not be unreasonably withheld,
      conditioned or delayed; provided always, however, that the electrical system
      installed in the Premises shall have sufficient capacity to accommodate same
      and
      further provided that any additional costs attributable to such high energy
      use,
      including any additional air conditioners required by such use, shall be paid
      for by Tenant). The Tenant shall not install, maintain or operate in the
      Premises electric lighting fixtures or electric equipment whose total per square
      foot electrical demand exceeds the aforementioned limitation of six (6)
      volt-amperes connected load per square foot without making a written request
      for
      Landlord's reasonable prior consent thereto. Tenant’s use of electricity in the
      Premises shall be separately metered and Tenant shall apply for electric service
      directly from the utility company servicing the Building and arrange for the
      direct billing of utility consumption to Tenant. If Landlord shall install
      a
      submeter to measure electric energy consumption in the Premises (which Landlord
      shall have the right to install), Tenant shall pay for electric energy based
      on
      such submeter within ten (10) days after monthly (or other) billing by Landlord.
      If gas service is required, Tenant shall make all arrangements with the utility
      company for direct service and shall install all lines and meters required
      therefor. Landlord shall have the right to approve the proposed installation
      of
      such service.





Section
      2. In the
      event that during the term of the Lease there shall be an increase in the rate
      schedule of the public utility for the supply of electric energy to the Building
      not directly billed to Tenant by the utility company, Tenant shall pay the
      resulting increase for electric energy consumed in the Premises.





Section
      3. In the
      event that any tax is imposed upon Landlord with respect to electric energy
      furnished to the Building by any federal, state, county or municipal authority
      and not directly billed to Tenant, Tenant shall pay to Landlord, on demand,
      Tenant's Proportionate Share of such taxes so assessed against the Building.





Section
      4 .
      Except
      as otherwise specifically provided in this Lease, the Landlord shall have no
      responsibility for failure to supply the electric energy when prevented from
      doing so by strikes, repairs, alterations or improvements, or by reason of
      the
      failure of the public utility to furnish the electric energy, or for any cause
      beyond the Landlord's reasonable control, or by order or regulation of any
      federal, state, county or municipal authority. Except as otherwise specifically
      provided in this Lease, the Landlord's obligation to furnish electricity shall
      not be breached nor shall there be any abatement in rent or any liability on
      the
      part of Landlord to Tenant for failure to furnish electricity for the reasons
      herein set forth. In no event shall Landlord be obligated to increase the
      existing electrical capacity of any portion of the Building's system, nor to
      provide any additional wiring or capacity to meet the Tenant's additional
      requirements.





Section
      5 .
      Landlord shall not be liable in any way to Tenant for any loss, damage or
      expense which the Tenant may sustain or incur if either the quantity or
      character of electric service furnished to the Premises is changed or is no
      longer available or suitable for Tenant's requirements.





Section
      6 .
      The
      failure of Landlord to furnish any service hereunder shall not be construed
      as a
      constructive eviction of Tenant and shall not excuse Tenant from failing to
      perform any of its obligations hereunder and shall not give Tenant any claim
      against Landlord for damages for failure to furnish such service.





27


Section
      7 .
      The
      Tenant covenants and agrees that at all times, its use of electric energy shall
      never exceed the capacity of the existing feeders to the Building or the risers
      of wiring installation. Any riser or risers to supply the Tenant's electrical
      requirements upon written request of the Tenant shall be installed by the
      Landlord at the sole cost and expense of the Tenant, if, in the Landlord's
      sole
      judgment, the same are necessary and will not cause or create a dangerous or
      hazardous condition or entail excess or unreasonable alterations, repairs or
      expense or unreasonably interfere with or disrupt other tenants or occupants.
      In
      addition to the installation of such riser or risers, the Landlord will also
      at
      the sole cost and expense of Tenant, install all other equipment proper and
      necessary in connection therewith subject to the aforesaid terms and conditions.





Section
      8 .
      Tenant
      shall be responsible, at its cost and expense, for replacing all light bulbs,
      fluorescent lamps, non-building standard lamps and bulbs and all ballasts
      employed by Tenant in the Premises after the Commencement Date, provided however
      that Landlord shall at its cost and expense install light bulbs in all building
      standard lighting fixtures in the Premises on the Commencement
      Date.





Section
      9 .
      If at
      any time in the future during the term of this Lease the separate meter
      measuring electric energy consumed in the Premises is damaged or becomes
      inoperative, Tenant shall pay Landlord for such electric energy the sum of
      $62,000 per annum (i.e., $1.25 per square foot of gross rentable area of the
      Premises) in equal monthly installments of $5,166.67 each on the first day
      of
      each month during the term of this Lease commencing on the Commencement Date.
      Such sum of $62,000 shall be subject to increase in accordance with increases
      in
      electric charges payable by Landlord. In addition, either Landlord or Tenant
      may, at any time, at its sole cost and expense, engage a electrical consultant,
      reasonably approved by Landlord, to make a survey of the electric energy demand
      properly qualified in the Premises and to determine the average monthly electric
      consumption in the Premises. The findings of the said consultant as to the
      average monthly electric consumption of the Tenant shall be deemed conclusive
      and binding upon the parties. From and after said consultant has submitted
      its
      report, Tenant shall pay to Landlord, as additional rent, on the first day
      of
      each month during the balance of the term hereof (or until another such survey
      is performed or a separate electric meter is installed for the Premises), in
      advance, the amount set forth in the survey as the monthly electric consumption.
      The Landlord is hereby granted the right from time to time, to inspect the
      electric lighting fixtures and electric equipment in the Premises.








A  R  T  I  C  L  E  20.





NOTICES





All
      notices, demands and requests which may be or are required to be given by either
      party to the other shall be in writing and shall be served by personal service
      or by overnight courier which obtains delivery receipts (e.g. Federal Express).
      All notices, demands and requests by Landlord to Tenant shall be sent to Tenant
      at the Premises or at such other place as Tenant may from time to time designate
      in a written notice to Landlord. Notices shall be deemed given and effective
      on
      the earlier of the date of delivery and the date of attempted delivery. A notice
      from the attorney for Landlord or Tenant shall be effective as if given by
      the
      party represented by such attorney. All notices, demands, and requests by Tenant
      to the Landlord shall be sent to Landlord at 225 Millburn Avenue, Millburn,
      New
      Jersey 07041, with a copy to Lasser Hochman, L.L.C., 75 Eisenhower Parkway,
      Roseland, New Jersey 07068, attention: Richard C. Stewart, Esq., or at such
      other place or to such other parties as Landlord may from time to time designate
      in a written notice to Tenant.








A  R  T  I  C  L  E  21.





LESSER
      AMOUNT OF RENT





No
      payment by Tenant or receipt by Landlord of a lesser amount than the monthly
      Fixed Rent and additional rent herein stipulated shall be deemed to be other
      than on account of the earliest Fixed Rent or additional rent, nor shall any
      endorsement or statement on any check or any letter accompanying any check
      or
      payment as rent be deemed an accord and satisfaction, and Landlord may accept
      such check or payment without prejudice to Landlord's right to recover the
      balance of such rent or pursue any other remedy in this Lease or at law
      provided.





28


A  R  T  I  C  L  E  22.





QUIET
      ENJOYMENT





Section
      1. Landlord
      covenants and agrees that it has and will have at the commencement of the term
      of this Lease full right and power to execute and perform this Lease and to
      grant the estate demised herein. Tenant's rights hereunder are and shall be
      subject to presently existing and future easements for storm and sanitary
      sewers, drainage ditches, public utilities, mortgages, liens of real estate
      taxes and all other matters of record subject to the provisions of Article
      29
      hereof. Tenant has accepted its leasehold estate subject to the present and
      future liens of the foregoing items.





Section
      2. Landlord
      covenants and warrants that subject to the provisions of Section 1, supra ,
      and to
      the items therein contemplated and referred to, Tenant, upon paying the Fixed
      Rent, additional rent and all charges herein provided for and observing and
      keeping the covenants, agreements and conditions of this Lease on its part
      to be
      kept, shall lawfully and quietly hold, occupy and enjoy the Premises during
      the
      term of this Lease, without hindrance or molestation of Landlord or of any
      person or persons claiming under Landlord, and Landlord covenants and agrees
      that it will defend Tenant in such peaceful and quiet use and possession of
      the
      Premises against the claims of all such persons.








A  R  T  I  C  L  E  23.





ARBITRATION





In
      any
      case where this Lease provides for the settlement of a dispute by arbitration,
      the same shall be settled in Newark, New Jersey by arbitration under the
      auspices of the American Arbitration Association. The rules of the American
      Arbitration Association from time to time in effect shall apply (to the extent
      appropriate). Any award shall be enforceable by proper proceedings in any court
      having jurisdiction. The arbitrators, regardless how appointed, may determine
      how the expenses of the arbitration, including reasonable attorneys' fees,
      and
      disbursements of the successful party, shall be borne as between Landlord and
      Tenant.








A  R  T  I  C  L  E  24.





LIMITATION
      OF LANDLORD'S LIABILITY





Section
      1 .
      The
      term "Landlord" as used in this Lease, so far as covenants and/or obligations
      on
      the part of Landlord are concerned, shall be limited to mean and include only
      the owner or owners at the time in question of the fee of the Premises and
      in
      the event of any transfer or transfers of the title to such fee Landlord herein
      named (and in the case of any subsequent transfers or conveyances, the then
      grantor) shall be automatically freed and relieved from and after the date
      of
      such conveyance or transfer of all liability for the performance of any
      covenants or obligations on the part of Landlord contained in this Lease
      thereafter to be performed, provided that any funds in the hands of such
      Landlord or the then grantor at the time of such transfer, in which Tenant
      has
      an interest, shall be turned over to the grantee and any amount then due and
      payable to Tenant by Landlord or the then grantor under any provisions of this
      Lease, shall be paid to Tenant, it being intended hereby that the covenants
      and
      obligations contained in this Lease on the part of Landlord shall be binding
      on
      Landlord, its successors and assigns, only during and in respect of their
      respective successive periods of ownership.





Section
      2 .
      Anything contained in this Lease to the contrary notwithstanding, Tenant agrees
      that it shall look solely to the estate and property of Landlord in the Premises
      and the Building for the collection of any judgment (or other judicial process)
      requiring the payment of money by Landlord or requiring the performance by
      Landlord of any covenant or obligation of this Lease in the event of any default
      or breach by Landlord with respect to any of the terms, covenants or conditions
      of this Lease to be observed and/or performed by Landlord (subject always,
      however, to the prior rights of any mortgagee of the Premises and the Building),
      and no other assets of Landlord whatsoever shall be subject to levy, execution
      or other procedures for the satisfaction of Tenant's remedies.





29


Section
      3 .
      Without
      in any manner limiting the generality of the foregoing, it is specifically
      understood and agreed by and between the parties hereto that no officer,
      director, stockholder or agent of any corporate entity landlord or tenant shall
      have personal or individual liability pursuant hereto nor shall any partner
      of a
      partnership landlord or tenant have any personal or individual liability
      pursuant hereto nor shall the individual proprietor of any individual
      proprietorship landlord or tenant have any personal or individual liability
      pursuant hereto.








A  R  T  I  C  L  E  25.





ESTOPPEL
      NOTICES





Landlord
      and Tenant agree from time to time (but not more than twice in any calendar
      year) and upon not less than ten (10) days' prior written request by Landlord
      or
      Tenant to execute, acknowledge and deliver to the other party a statement in
      writing certifying that this Lease is unmodified and in full force and effect
      (or if there have been modifications that the same is in full force and effect
      as modified and stating the modifications), the Commencement Date of the term
      hereof and the dates to which the Fixed Rent, additional rent and other charges
      have been paid in advance, if any, it being intended that any such statement
      delivered pursuant to this Article may be relied upon by any third party,
      including but not limited to any prospective purchaser of Landlord's interests
      herein, the fee, or by any mortgagee or assignee of any mortgage upon Landlord's
      interest in the Premises and/or the Building.








A  R  T  I  C  L  E  26.





REMEDIES





The
      specified remedies to which Landlord and Tenant may resort under the terms
      of
      this Lease are cumulative and are not intended to be exclusive of any other
      remedies or means of redress to which Landlord or Tenant may be lawfully
      entitled in case of any breach or threatened breach by Landlord or Tenant of
      any
      provisions of this Lease. The failure of Landlord or Tenant to insist in any
      one
      or more cases upon the strict performance of any of the covenants of the Lease
      or to exercise any option herein contained shall not be construed as a waiver
      or
      a relinquishment for the future of such covenant or option. A receipt by
      Landlord of rent with knowledge of the breach of any covenant hereof shall
      not
      be deemed a waiver of such breach, and no waiver of such breach, and no waiver
      by Landlord or Tenant of any provision of this Lease shall be deemed to have
      been made unless expressed in writing and signed by Landlord or Tenant (as
      the
      case may be). In addition to the other remedies in this Lease provided, Landlord
      or Tenant shall be entitled to the restraint by injunction of the violation
      or
      attempted or threatened violation, of any of the covenants, or provisions of
      this Lease.








A  R  T  I  C  L  E  27.





BROKERAGE
      COMMISSION





Landlord
      warrants and represents that it has not dealt or negotiated with any real estate
      broker or salesman in connection with this Lease other than Assurance Realty
      Group, LLC and Newmark Knight Frank. Tenant warrants and represents that it
      has
      not dealt or negotiated with any real estate broker or salesman in connection
      with this Lease. Each party shall and hereby does indemnify and hold the other
      party harmless from and against any real estate commissions, fees, charges
      or
      the like, or claims therefor, including any and all costs incurred in connection
      therewith, arising out of the within transaction claimed by or payable to any
      party with whom the indemnifying party has dealt.





30


A  R  T  I  C  L  E  28.





UNAVOIDABLE
      DELAYS





In
      the
      event that either Landlord or Tenant shall be delayed or prevented from
      performing any of its obligations pursuant to the provisions of this Lease
      due
      to governmental action, or lack thereof, or due to shortages of or
      unavailability of materials and/or supplies, labor disputes, strikes, slow
      downs, job actions, picketing, secondary boycotts, fire or other casualty,
      delays in transportation, acts of God, failure to comply or inability to comply
      with any orders or request of any governmental agencies or authorities, acts
      of
      declared or undeclared war, public disorder, riot or civil commotion, or due
      to
      any other cause beyond the reasonable control of Landlord or Tenant, as the
      case
      may be (collectively "Force Majeure"), such party shall in any or all such
      events be excused from its obligation to perform and comply with such provisions
      of this Lease for a period of time commensurate with any delay so caused,
      without any liability to the other therefor whatsoever, and all time periods
      provided for herein for performance of any such obligations shall be extended
      for a period of time commensurate with any such delay. Notwithstanding the
      foregoing, the provisions of this Article shall not apply to, and shall permit
      any delay in (i) the payment of any installment of Fixed Rent or additional
      rent
      and (ii) the exercise by Tenant of any option contained in this
      Lease.








A  R  T  I  C  L  E  29.





SUBORDINATION





Section
      1 .
      Tenant
      covenants that its rights under this Lease are now and will be subordinate
      to
      the operation and effect of any mortgage(s) or ground lease(s) now existing
      or
      hereafter placed upon the Premises, the Building and/or the Lot or any part
      or
      portion thereof without any further written document from Tenant; provided,
      however, that with respect to any such mortgage(s) and/or ground lease(s),
      such
      subordination shall be conditioned upon Landlord obtaining from the holder
      of
      any such mortgage, or the lessor under any such ground lease, as the case may
      be, a non-disturbance agreement in a commercially reasonable form (the
“Non-disturbance Agreement”) stating that so long as Tenant is not in default
      under this Lease beyond any applicable notice and cure periods, Tenant’s right
      to possession of the Premises shall not be affected or disturbed by such holder
      or lessor. Tenant agrees to execute any instrument reasonably required by
      Landlord to effectuate the provisions hereof. In the event that any mortgagee
      of
      the Premises and/or the Building shall succeed to the interests of the Landlord
      under the within Lease, it is understood and agreed that said mortgagee shall
      not in any event be or become liable for any act or omission of any prior
      landlord (including the Landlord); or be subject to any offsets or defenses
      which Tenant might have against any prior landlord (including the Landlord);
      or
      be bound by any rent or additional rent which Tenant might have paid for more
      than the current month to any prior landlord (including the Landlord); or be
      bound by any amendment or modification of the within Lease made without its
      consent; or be bound to return any security deposit under the within Lease
      unless the same shall actually come into possession of said mortgagee. Within
      sixty days from the full execution of this Lease, Landlord shall provide Tenant
      with a Non-disturbance Agreement from the holder of any existing mortgage
      encumbering the Premises, the Building and/or the Lot (the “Existing
      Mortgagee”). In the event that such Non-disturbance Agreement is not so
      delivered to Tenant within such sixty (60) day period, Tenant shall have the
      right, as its sole and exclusive remedy, to terminate this Lease upon written
      notice to Landlord given within five (5) days after the expiration of said
      sixty
      (60) day period (time being of the essence) unless Landlord shall have delivered
      such non-disturbance agreement to Tenant prior thereto. In the event of such
      termination, Landlord shall promptly return to Tenant any payment theretofore
      made by Tenant, and neither party shall have any further rights or obligations
      hereunder. In the event that Tenant shall not exercise its right to terminate
      this Lease as aforesaid, Landlord shall no longer have an obligation to cause
      the Existing Mortgagee to deliver an executed Non-disturbance Agreement to
      Tenant.





31


Section
      2 .
      Subject
      to the provisions of Section 1 of this Article 29, Tenant agrees to comply
      with
      such reasonable conditions and requirements for modifications hereof made by
      any
      existing, future or prospective bona  fide institutional mortgagee of the Premises and/or the Building, which conditions
      and requirements shall not adversely affect the basic business terms hereof
      or
      the parties’ rights and obligations hereunder, and Tenant further agrees to
      execute such further documents and modifications of the terms hereof as may
      be
      reasonably requested by such institutional mortgage lender.





Section
      3 .
      Intentionally deleted.





Section
      4 .
      Tenant
      further agrees that neither the cancellation nor the termination of any ground
      or underlying lease, nor the foreclosure of any mortgage affecting the fee
      title
      of the Premises, the Building and/or the Lot, nor any foreclosure of a leasehold
      mortgage, nor any proceedings brought by the holder of any such mortgage to
      recover possession of the Premises or the Building shall, by operation of law
      or
      otherwise, result in the cancellation or termination of this Lease or the
      obligations of Tenant hereunder, and Tenant covenants and agrees to attorn
      to
      any successor to Landlord's interest in this Lease and/or in the Premises and/or
      the Building or to the holder of any such mortgage or ground or underlying
      lease
      or to the purchaser of the Premises and/or the Building (or Landlord's interests
      therein) at any foreclosure sale, provided that in any such case this Lease
      and
      Tenant's interest shall not be disturbed and shall be recognized by any
      successor to Landlord's interests hereunder or by any such mortgagee or
      purchaser for the period(s) in which this Lease remains in good standing.





Section
      5 .
      If any
      act or omission of Landlord would give Tenant the right, immediately or after
      lapse of a period of time, to cancel or terminate this Lease, or to claim a
      partial or total eviction, Tenant shall not exercise such right (a) until it
      has
      given written notice of such act or omission to Landlord and each mortgagee
      of
      the Premises whose name and address shall previously have been furnished to
      Tenant, and (b) until a reasonable period for remedying such act or omission
      shall have elapsed following the giving of such notice and following the time
      when such mortgagee of the Premises shall have become entitled under such
      mortgage to remedy the same (which reasonable period shall in no event be less
      than the period to which Landlord would be entitled under this Lease or
      otherwise, after similar notice, to effect such remedy), provided such mortgagee
      of the Premises shall with due diligence give Tenant notice of intention to,
      and
      commence and continue to, remedy such act or omission.







A  R  T  I  C  L  E  30.





SIGNS





Tenant
      shall only be permitted to install signage at the Premises in accordance with
      standards established by Landlord for the Building, at such designated locations
      as Landlord shall direct and in accordance with all governmental laws, orders,
      rules and regulations. Tenant shall not have the right to put any identifying
      signs on the exterior of the Building or roof of the Building. Subject to the
      foregoing Tenant shall, at Tenant's reasonable cost and expense, be identified
      on any building directory sign maintained by Landlord for all the tenants of
      the
      Building, and may identify itself, at its cost and expense, by name only, on
      the
      entrance door of the Premises leading to the interior Common Areas and within
      the elevator lobbies on the 16 th and
      17 th floors
      of the Building. Said name shall be of such shape, size and design as shall
      be
      approved by Landlord. Without limiting the foregoing, Tenant shall be solely
      responsible, at its cost and expense, for obtaining any and all governmental
      permits and approvals required for the installation of any and all signs
      installed by Tenant. Landlord shall cooperate with Tenant in its application
      for
      such permits and approvals, provided that Landlord incurs no cost or expense
      in
      connection therewith. Tenant shall, at its cost and expense, remove all signs
      at
      the expiration or earlier termination of the Lease and Tenant shall, at its
      cost
      and expense, repair all damage caused by such removal. Landlord’s approval of
      Tenant’s signage shall not be unreasonably withheld, conditioned or
      delayed.





32


A  R  T  I  C  L  E  31.





NOTICES
      OF DEFAULT





Tenant
      agrees that any default notice served upon Landlord shall also be served upon
      any mortgagee of the Premises and the Building, the name(s) of which Landlord
      shall have furnished to Tenant theretofore. Tenant further agrees that
      Landlord's mortgagee(s) ) shall have and be deemed to have the same period
      of
      time to cure any of Landlord's defaults pursuant to the provisions of this
      Lease
      as Landlord shall be granted pursuant to the provisions of this Lease. Landlord
      hereby represents that as of the date hereof, there are no ground leases
      affecting the Building.








A  R  T  I  C  L  E  32.





USE





The
      Premises may be used only for general office purposes, and as and for recording
      studios for “books on tape” and/or a call center, and for no other purpose
      whatsoever. Without expanding any use to which the Premises may be put as
      hereinbefore set forth, it is specifically understood and agreed that no part
      of
      the Premises shall, at any time, be used for the sale or preparation of food
      or
      beverages, except Tenant shall be allowed to provide vending machines, a
      kitchenette and/or microwave, only for the use of its employees. No part of
      the
      Premises shall be used or employed for any purpose which shall emit or produce
      unreasonably loud noises, vibrations, noxious fumes or odors or for any purpose
      which shall constitute a nuisance, or which shall be, or shall cause Landlord,
      the Premises or the Building to be violative of any governmental rule, law
      or
      regulation.








A  R  T  I  C  L  E  33.





LANDLORD'S
      RIGHT TO MODIFY





Anything
      contained in the within Lease to the contrary notwithstanding, it is
      specifically understood and agreed by and between the parties hereto that
      Landlord retains the sole and uncontrolled right and discretion to vary, modify
      or alter the size of the Lot and/or the Building and/or the Common Areas, to
      add
      thereto or to subtract therefrom, or, having constructed the Building, to make
      any modifications thereto, additions thereto, deletions therefrom or expansion
      thereof as Landlord may in its sole discretion elect to do; provided always,
      however, that no such variation, modification, or alteration shall operate
      so as
      to affect the Premises in such a way as would vary, modify or alter the size
      thereof or as would materially and adversely affect Tenant's use and enjoyment
      thereof or of the Common Areas associated therewith. No diminution of the size
      of any portion of the Lot shall operate to reduce parking below legal minimum
      requirements unless reasonably acceptable substitute parking in sufficient
      amounts is then made available.








A  R  T  I  C  L  E  34.





LATE
      CHARGES





In
      the
      event that any installment of Fixed Rent, additional rent, impositions or the
      like shall be delinquent and overdue for more than five (5) days, a "late
      charge" of four cents ($.04) for each dollar ($1.00) so delinquent and overdue
      may be charged to Tenant by Landlord for the purpose of defraying Landlord's
      expenses incident to handling such delinquent payment. This charge shall be
      in
      addition to, and not in lieu of, any other remedy which Landlord may have and
      is
      in addition to any reasonable fees and charges of any attorney which Landlord
      may employ to enforce Landlord's remedies in connection with any default
      hereunder beyond any applicable cure period, whether such remedy(ies) shall
      be
      authorized herein, or by law. Such "late charges", if not previously paid,
      shall, at the option of Landlord, be paid at the same time as the next
      succeeding monthly installment of Fixed Rent to be made under the Lease.








33


A  R  T  I  C  L  E  35.





LANDLORD'S
      RULES AND REGULATIONS





The
      rules
      and regulations regarding the Building and the Lot affixed to this Lease, as
      Exhibit C, as well as any other and further reasonable rules and regulations
      which shall be made by Landlord, shall be observed by Tenant and by Tenant's
      employees, agents and invitees. Landlord reserves the right to rescind any
      presently existing rules applicable to the Building and the Lot and to make
      such
      other and further reasonable rules and regulations as, in its reasonable
      judgment, may from time to time be desirable for the safety, care and
      cleanliness of the Building and the Lot and for the preservation of good order
      therein, which rules, when so made and reasonable notice thereof given to
      Tenant, shall have the same force and effect as if originally made a part of
      this Lease. Such other and further rules shall not, however, be inconsistent
      with the proper and rightful enjoyment by Tenant of the Premises. Landlord
      shall
      not be responsible to Tenant for the non-observance or violation of the rules
      and regulations by any other tenant or any third party, but Landlord agrees
      to
      uniformly enforce the rules and regulations.








A  R  T  I  C  L  E  36.





CONDITION
      OF PREMISES





It
      is
      expressly understood and agreed by and between the parties hereto that except
      as
      specifically provided for herein to the contrary, the Premises are being leased
      by Landlord to Tenant, and shall be delivered to Tenant, in their present
      condition "as is" and Landlord shall not be obligated to perform any additional
      work of any type or nature whatsoever in connection with said Premises in order
      to prepare same for Tenant's use or occupancy .








A  R  T  I  C  L  E  37 .





ENVIRONMENTAL
      LAWS





Section
      1 .
      (a) As
      used in this Article 37, the term "Occupant" shall mean any person or entity
      other than Tenant using and/or occupying all or any portion of the
      Premises.





(b)
      Notwithstanding any other provision of this Lease to the contrary, Tenant agrees
      that it shall, at its sole cost and expense, fulfill, observe and comply with,
      and shall take all necessary steps to cause any and all Occupants to fulfill,
      observe and comply with, all of the terms and provisions of the Industrial
      Site
      Recovery Act, N.J.S.A 13:1K-6 et  seq .,
      ("ISRA") the Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et  seq .,
      (the
      "Spill Act"), and all other federal, state and local environmental laws now
      in
      effect or hereinafter enacted, as any of the same may be amended from time
      to
      time, and all rules, regulations, ordinances, opinions, orders and directives
      issued or promulgated pursuant thereto or in connection therewith.




(c)  Within
      ten (10) days after written request by Landlord, Tenant, shall deliver to
      Landlord a duly executed and acknowledged affidavit of Tenant and of the chief
      executive officers of such Occupants as Landlord may, from time to time,
      require, certifying:





(i)
      The
      proper assigned code number (the “NAICS Code”) under the North American Industry
      Classification System relating to Tenant and/or said Occupant's then current
      use
      of the demised premises (said NAICS Code is to be obtained by reference to
      the
      then current list of NAICS Codes prepared and published by the Federal Office
      of
      Management and Budget or the successor to such publication); and





(ii)
      (A)
      That Tenant's and/or said Occupant's then current use of the Premises does
      not
      involve the generation, manufacture, refining, transportation, treatment,
      storage, handling, or disposal of hazardous substances or hazardous wastes
      (as
      hazardous substances and hazardous wastes are defined in ISRA) on site, above
      ground or below ground (all of the foregoing being hereinafter collectively
      referred to as the Presence of Hazardous Substances), or, (B) that Tenant's
      and/or said Occupant's then present use does involve the Presence of Hazardous
      Substances, in which event, said affidavit shall describe in detail that portion
      of Tenant's and/or said Occupant's operations which involves the Presence of
      Hazardous Substances. Said description shall, inter  alia ,
      identify each Hazardous Substance and describe the manner in which it is
      generated, handled, manufactured, refined, transported, treated, stored, and/or
      disposed of. Tenant and/or said Occupant shall supply Landlord with such
      additional information relating to said Presence of Hazardous Substances as
      Landlord may request.





34


(d)  Without
      limiting the foregoing, Tenant agrees,





(i)
      at
      its sole cost and expense, to promptly discharge and remove any lien or other
      encumbrance against the Premises arising from or in connection with Tenant's
      failure or inability, for any reason whatsoever, to observe or comply with
      ISRA
      and/or the provisions of this Article 37; and





(ii)
      to
      indemnify and hold Landlord harmless from and against any and all liability,
      penalties, losses, expenses, damages, costs, claims, causes of action, judgments
      and/or the like, of whatever nature, including, but not limited to, reasonable
      attorneys' fees, to the extent said lien, encumbrance, liability, penalty,
      loss,
      expense, damage, cost, claim, cause of action, judgment and/or the like arise
      from or in connection with Tenant's failure or inability, for any reason
      whatsoever, to observe or comply with ISRA and/or the provisions of this Article
      37.





(e)  Tenant
      further represents, covenants and agrees that the Premises shall not, without
      the prior written consent of Landlord having been obtained, at any time during
      the term of this Lease, contain any underground or above-ground tanks for the
      storage of fuel oil, gasoline and/or other petroleum products or
      by-products.





(f)  Tenant
      agrees that each of the foregoing provisions of this Article 37 shall survive
      the expiration or earlier termination of the term of this Lease.





(g)  Landlord
      shall, at its cost and expense (ie., not an Operating Cost pursuant to Article
      18 hereinabove), be responsible for the cleanup of any Hazardous Substances
      at
      the Real Property which were present prior to the Commencement Date and whose
      presence was not caused by Tenant or Tenant’s agents, employees, invitees,
      contractors and/or licensees. Landlord shall also, at its cost and expense
      (ie.,
      not an Operating Cost pursuant to Article 18 hereinabove), be responsible for
      the cleanup of any Hazardous Substances at the Real Property whose presence
      arises after the Commencement Date, provided the presence of such Hazardous
      Substances is not caused by Tenant or Tenant’s agents, employees, invitees,
      contractors and/or licensees. Nothing herein shall in any limit Landlord’s right
      to attempt to cause any responsible party to remediate any environmental
      condition caused in whole or in part by such responsible party or to seek
      recovery from such responsible party of all costs incurred by Landlord in
      connection therewith.





(h)  Notwithstanding
      anything to the contrary contained herein, Landlord acknowledges that ISRA
      is
      not currently applicable to the Premises or Tenant’s use and occupancy
      thereof.








A  R  T  I  C  L  E  38 .





INITIAL
      LEASEHOLD IMPROVEMENTS





Section
      1 .
      Tenant,
      at its cost and expense, subject to the “Tenant Improvement Allowance” (as
      hereinafter defined), shall prepare the Premises for Tenant’s occupancy in
      accordance with plans and specifications to be agreed to by Landlord and Tenant
      (the “Approved Plans”). Landlord and Tenant shall work in good faith to agree
      upon the Approved Plans, and once agreed upon, a set of Approved Plans shall
      be
      initialed by Landlord and Tenant and annexed hereto as Exhibit H . All such
      work
      to be performed by Tenant is herein referred to as the “Work”. The Work shall be
      performed by Tenant in a good and workmanlike manner in accordance with the
      terms and provisions of Article 8 of this Lease and in compliance with all
      applicable laws, ordinances, rules, regulations and requirements of governmental
      authorities and Landlord’s insurance company. The Work shall not be undertaken
      until Tenant shall have procured, so far as the same shall be required from
      time
      to time, all permits and authorizations of the various governmental agencies
      having jurisdiction thereover. Landlord agrees to cooperate with Tenant in
      procuring all such permits and authorizations, provided that Landlord shall
      not
      be required to incur any cost or expense (other than the Tenant Improvement
      Allowance) in connection therewith. Tenant shall procure and maintain an
      adequate workers’ compensation insurance policy and such additional insurance
      policies as Landlord shall reasonably request to insure against losses, damages
      or claims arising out of, or from, the Work. In performing the Work, Tenant
      shall only use a general or prime contractor first approved by Landlord in
      writing, such approval not to be unreasonably withheld, conditioned or delayed.
      The Work may be performed during normal business hours provided reasonable
      care
      is taken by Tenant and Tenant’s contractors and construction workers to limit
      construction noise to the extent practical. Tenant covenants and agrees to
      diligently pursue the completion of the Work. Landlord shall contribute a sum
      of
      up to $25.00 per gross rentable square foot of the Premises towards the cost
      to
      perform the Work (the “Tenant Improvement Allowance”). In the event that the
      cost to perform the Work shall exceed $25.00 per gross rentable square foot
      of
      the Premises, Tenant shall be solely responsible for such excess amount.
      Landlord shall pay the Tenant Improvement Allowance to Tenant in the form of
      progress payments as follows: Tenant shall designate an individual to serve
      as
      Tenant’s Construction Representative. Such designation may be changed at any
      time in accordance with the notice provision of this Lease, but only one
      individual may be so designated at any one time. On or about the last day of
      each month, Tenant’s Construction Representative shall submit to Landlord an
      application for payment (the “Application for Payment”) which shall include a
      copy of the AIA Form “Contractor’s Application for Payment” with an appropriate
      line item breakdown, prepared by Tenant’s Construction Representative, listing
      all costs pertaining to the Work for which Tenant is requesting payment.
      Tenant’s Construction Representative shall also deliver to Landlord (i) an
      affidavit of Tenant certifying as to the completion of those items of the Work
      for which payment is being requested, (ii) an affidavit of Tenant’s general or
      prime contractor setting forth the names and addresses of the subcontractors,
      sub-subcontractors, suppliers of materials or equipment to the general or prime
      contractor, subcontractors or sub-subcontractors, design professionals,
      construction managers and consultants, the amounts previously paid by the
      general or prime contractor to so-called “first tier” subcontractors and
      suppliers, and (iii) signed releases or waivers of construction lien rights
      by
      the general or prime contractor to the extent of the payments received and
      the
      payment to be received from the progress payment being requested by Tenant.
      Landlord shall not be required to make any progress payment while there is
      a
      construction lien filed against the Real Property. Within twenty (20) business
      days after Landlord’s receipt of the items listed above, Landlord shall make a
      payment to Tenant in accordance with the Application for Payment. Landlord
      and
      Tenant shall use their best efforts to coordinate their payment obligations
      in
      connection with the Work so that all contractors, subcontractors and other
      persons or entities performing the Work shall be paid in a timely manner. Upon
      completion of the Work, Tenant shall submit to Landlord a final construction
      lien waiver from Tenant’s general or prime contractor. Any changes in the Work
      desired by Tenant shall be submitted in writing (with plans and specifications
      where applicable) and shall be subject to Landlord’s reasonable approval.
      Notwithstanding anything to the contrary contained herein, in the event that
      Landlord fails to make any progress payment(s) required to be made by Landlord
      pursuant to this Article 38, Section 1 within ten (10) days after receiving
      written notice of such failure, Tenant shall have the right, but not the
      obligation, to make such payment(s) on behalf of Landlord, and all costs
      incurred by Tenant in connection with such payment(s), together with interest
      computed thereon at the Prime rate and all reasonable legal fees and court
      costs, shall be paid by Landlord to Tenant on demand. Under no circumstances
      shall the foregoing provisions of this Article 38, Section 1 entitle Tenant
      to
      withhold or reduce any installments of Fixed Rent payable by Tenant
      hereunder.




35





Section
      2 .
      In
      addition to the Tenant Improvement Allowance, Landlord shall pay Tenant the
“
Lobby Renovation Allowance” (as hereinafter defined). For purposes of this
      Lease, the “Lobby Renovation Allowance” shall mean the lesser of (i) Tenant’s
      actual out of pocket costs incurred in connection with the performance of the
      “Lobby Renovations” (as hereinafter defined), or (ii) the cost necessary to
      renovate the elevator lobbies located on the 16 th and
      17 th floors
      of the Building to be consistent with the quality of the elevator lobby located
      on the 12 th floor of
      the Building. For purposes of this Lease, the Lobby Renovations shall mean
      any
      work performed by Tenant to renovate the elevator lobbies located on the
      16 th and
      17 th floors
      of the Building in connection with Tenant’s initial occupancy of the Premises.
      Landlord shall pay the Lobby Renovation Allowance to Tenant in the form of
      progress payments in the same manner and in accordance with the terms and
      provisions pertaining to Landlord’s payment of the Tenant Improvement Allowance
      as set forth in Section 1 of this Article 38.





36


Section
      3 .
      In
      addition to the Tenant Improvement Allowance, Landlord shall, at Landlord’s cost
      and expense (ie., not funded out of the Tenant Improvement Allowance), renovate
      the restrooms located on the 16 th and 17
      floors of the Building, including new fixtures, tiles, countertops, partitions,
      ceiling and lighting (“Landlord’s Work”). Materials shall be agreed upon by
      Landlord and Tenant during the design process. Landlord and Tenant shall
      coordinate the performance of the Work and the Landlord’s Work to avoid
      interference.







Section
      4 .  Notwithstanding
      anything to the contrary contained herein, Landlord shall be solely responsible
      for the cost of all construction documents prepared by Rotwein & Blake
      Architects as well as for any required engineering services, all of which shall
      not be funded out of the Tenant Improvement Allowance.





Section
      5 .
      All
      Work and Landlord’s Work shall be delivered to Landlord with the Premises in
      good working order and repair upon the termination of this Lease, except that
      Tenant shall have the right to remove its recording studios from the Premises
      upon the expiration or sooner termination of the term of this Lease; provided,
      however, that Tenant shall, at its own cost and expense, repair any damage
      caused by such removal and shall restore the Premises to the condition that
      it
      was in prior to the installation of such recording studios. The provisions
      of
      this Article 38 shall survive any termination of this Lease.








A  R  T  I  C  L  E  39.





SECURITY
      DEPOSIT





Section
      1 .
      Upon
      execution of this Lease, the Tenant shall deposit with Landlord the sum of
      $157,066.67 (the equivalent of two months rent of the first lease year) as
      security for the full and faithful performance of all obligations under this
      Lease upon the part of Tenant to be performed. Upon the expiration of the term
      of this Lease, and providing Tenant is not in default hereunder and has
      performed all of the conditions of this Lease, Landlord shall return the said
      sum to Tenant within thirty (30) days of the expiration of the term of this
      Lease. Tenant covenants and agrees that it will not assign, pledge, hypothecate,
      mortgage or otherwise encumber the aforementioned security during the term
      of
      this Lease. It is expressly understood and agreed that Landlord shall have
      the
      right to co-mingle the security funds with its general funds and said security
      shall not be required to be segregated.





Section
      2 .
      In the
      event of the failure of Tenant to keep and perform any of the terms, covenants
      and conditions of this Lease to be kept and performed by Tenant, then at the
      option of Landlord said Landlord may, after terminating this Lease, appropriate
      and apply said entire deposit, or so much thereof as may be necessary to
      compensate the Landlord for all loss or damage sustained or suffered by Landlord
      due to such breach on the part of Tenant. Should the entire deposit, or any
      portion thereof, be appropriated and applied by Landlord for the payment of
      overdue rent or other sums due and payable to Landlord by Tenant hereunder,
      or
      should there be any increase in the Fixed Rent then Tenant shall, upon the
      written demand of Landlord, forthwith remit to Landlord a amount equal to the
      portion appropriated or applied by Landlord as above provided, and/or the amount
      of any increase in the Fixed Rent, as the case may be, and Tenant's failure
      to
      do so within five (5) days after receipt of such demand shall constitute a
      breach of this Lease.


37





A  R  T  I  C  L  E  40 .





INTENTIONALLY
      DELETED









A  R  T  I  C  L  E  41 .





HOLDING
      OVER





In
      the
      event Tenant remains in possession of the Premises after the expiration of
      the
      term of this Lease (the "Holdover Period"), in addition to any damages to which
      Landlord may be entitled or other remedies Landlord may have by law, Tenant
      shall pay to Landlord a monthly rental for the Holdover Period as follows:
      (a)
      for the first two (2) months of the Holdover Period at the rate of 150% of
      the
      Fixed Rent payable during the last lease year of the term of this Lease, plus
      all items of additional rent and other charges with respect to the Premises
      payable by Tenant during the last lease year of the term of this Lease; and
      (b)
      for each month of the Holdover Period after the second month, at the rate of
      200% of the Fixed Rent payable during the last lease year of the term of this
      Lease, plus all items of additional rent and other charges with respect to
      the
      Premises payable by Tenant during the last lease year of the term of this Lease.
      Nothing herein contained shall be deemed to give Tenant any right to remain
      in
      possession of the Premises after the expiration of the term of this
      Lease.








A  R  T  I  C  L  E  42.





AUTHORITY
      OF LEASE SIGNATORIES





Each
      person signing this Lease on behalf of Tenant represents that he has full
      authority to do so and that this Lease binds the Tenant.








A  R  T  I  C  L  E  43.





CONDOMINIUM
      CONVERSION





Section
      1 .  Tenant
      hereby acknowledges that Landlord reserves the right to convert all or a portion
      of the Building into two or more condominium units, provided that such
      conversion will not (i) adversely affect the business terms hereof, (ii)
      decrease Tenant’s rights or increase Tenant’s obligations hereunder, (iii)
      interfere with Tenant’s use and enjoyment of the Premises, or (iv) adversely
      affect the quality of services provided by Landlord hereunder. Tenant agrees
      that, in such event, certain provisions of the Lease may require modification,
      including, without limitation, the definitions of the Premises, the Common
      Areas, Tenant’s Proportionate Share, Base Year, Operating Costs and taxes. By
      way of example only, if the Building is converted into 2 condominium units,
      Tenant’s Proportionate Share for the payment of taxes may be re-calculated by
      dividing the entire square footage of the condominium unit that contains the
      Premises, by the square footage of the Premises. Tenant shall pay Tenant’s
      Proportionate Share of taxes on the condominium unit based on the recalculated
      Proportionate Share. Tenant agrees to execute an appropriate amendment to this
      Lease (the “Condominium Conversion Lease Amendment”) to reflect such
      modifications, provided that no such modifications will (i) adversely affect
      the
      business terms hereof, (ii) decrease Tenant’s rights or increase Tenant’s
      obligations hereunder, (iii) interfere with Tenant’s use and enjoyment of the
      Premises, or (iv) adversely affect the quality of services provided by Landlord
      hereunder. Landlord shall pay Tenant an amount not to exceed $1,500.00 to cover
      Tenant’s reasonable legal fees incurred in connection with its review and
      execution of the Condominium Conversion Lease Amendment.





Section
      2 .  Subject
      to the terms and provisions of Section 1 of this Article 43, Landlord shall
      have
      the right to alter the Building and the Common Areas, including without
      limitation, changes to the points of access to the Building and/or to the
      configuration of the footprint of the Building, for the conversion of the
      Building into condominium units and for the sale of individual units therein.
      Notwithstanding the foregoing, Tenant shall at all times have reasonable access
      to the Building and the Premises.








38


A  R  T  I  C  L  E  44.





ADDITIONAL
      SERVICES





Landlord
      shall have the option, in Landlord’s sole discretion to provide concierge
      services, a fitness center and/or conference facilities (the “Additional
      Services”) for use by all tenants in the Building. Landlord shall provide Tenant
      with a copy of, and Tenant shall abide by, such reasonable rules and regulations
      made by Landlord to govern the Additional Services and thereafter such rules
      and
      regulations shall have the same force and effect as if originally made a part
      of
      this Lease. If Landlord provides the Additional Services, all reasonable costs
      and expenses incurred by Landlord in the provision, operation and maintenance
      of
      the Additional Services shall be included in Operating Costs.








A
      R T
      I C L E 45.





ROOFTOP
      ANTENNA





Section
      1. (a)
      Tenant may erect on the roof of the Building at Tenant = s
      sole
      cost and expense, one (1) satellite antenna/transmission device (the “Antenna”)
      subject to the terms and conditions set forth in Article 8 of the Lease and
      subject further to the terms and conditions set forth hereinafter. Prior to
      installing the Antenna, Tenant shall provide Landlord with plans and
      specifications therefor, as well as structural calculations and such other
      information pertaining to the Antenna as Landlord may reasonably require.
      Landlord = s
      prior
      consent to such plans and specifications, as well as the location, manner of
      installation and control of the Antenna shall be required, such consent not
      to
      be unreasonably withheld, conditioned or delayed. Tenant shall, within ten
      (10)
      days of being billed therefor by Landlord, reimburse Landlord for all reasonable
      expenses incurred by Landlord in connection with its review of the foregoing.
      Tenant shall obtain, at its sole cost and expense, all governmental permits
      and
      approvals required for the installation and use of the Antenna and if necessary,
      Landlord shall reasonably cooperate with Tenant in the application for such
      permits and approvals. Tenant shall install the Antenna in a good and
      workmanlike manner using a roofing contractor reasonably approved by Landlord.
      Once installed, the Antenna shall be deemed to be a part of the Premises and
      all
      references in the Lease to the Premises shall include said Antenna. Without
      limitation, Tenant shall, at its sole cost and expense, procure all policies
      of
      insurance for the purpose of insuring the Antenna in accordance with the terms
      set forth in the Lease. In addition, Tenant shall be solely responsible, at
      its
      sole cost and expense, for the maintenance and repair of the Antenna, and shall
      indemnify and hold harmless Landlord from and against all liability, claims
      or
      costs, including reasonable legal fees arising from the installation and/or
      use
      of the Antenna. Subject to the terms and provisions of this Article 45, Landlord
      shall allow Tenant’s qualified antenna technician access to the roof for the
      purpose of maintaining and repairing the Antenna, provided that such qualified
      antenna technician shall maintain all required insurance protecting against
      injury to persons or damage to property arising in connection with such access,
      maintenance and/or repair. Tenant shall also be responsible for the repair
      of
      any damage to the Building or the roof caused by the installation and/or use
      of
      the Antenna. Upon such installation, Tenant shall assume full responsibility
      for
      the cost of repair and/or replacement of that portion of the roof affected
      by
      Tenant = s
      installation of the Antenna. Landlord reserves the right, at Tenant = s
      sole
      cost and expense, to have the roof inspected by Landlord = s
      roofing
      contractor and Tenant agrees that in the event that any repair or replacement
      of
      the roof is required, Tenant will use the roofing contractor reasonably approved
      by Landlord to perform such repair or replacement to the whole or a portion
      of
      the roof as may be reasonably required in accordance with roofing standards
      accepted in the industry. Under no circumstances shall Landlord be liable for
      any damage to or vandalism of the Antenna, unless due to Landlord’s gross
      negligence or wilful misconduct. In addition, Landlord shall in no event be
      responsible if, for any reason whatsoever, the Antenna does not perform to
      the
      expectations of Tenant. In using the Antenna, Tenant agrees: (i) not to disrupt,
      adversely affect or interfere with any other tenant = s
      or
      other occupant = s
      use and
      enjoyment of its leased premises or the Common Areas of the Building, and (ii)
      not to disrupt, adversely affect or interfere with any other providers of
      telecommunications services to the Building. Tenant agrees not to grant any
      third parties the right to utilize in any manner, or otherwise benefit from,
      the
      Antenna. Tenant further agrees that Landlord may install and operate, and may
      permit the installation and operation by others of, additional satellite antenna
      transmission/reception devices on the roof of the Building.





39


Section
      2.   The
      Antenna shall be the property of Landlord and shall remain on and be surrendered
      with the Premises in good working order and repair upon the expiration or
      earlier termination of the Lease, unless Landlord shall notify Tenant that
      it
      desires the Antenna to be removed at the expiration or earlier termination
      of
      the Lease, in which event Tenant agrees to remove the Antenna on or prior to
      the
      Expiration Date, restore the applicable portion of the roof to its existing
      condition prior to the installation of the Antenna and repair any damage caused
      by such removal. Tenant = s
      failure
      to timely comply with the immediately preceding sentence shall constitute a
      holding over of the Premises by Tenant until such time as the Antenna is removed
      and any damage caused by such removal is repaired by Tenant. In addition, if,
      on
      or before the Expiration Date, Tenant fails to both remove the Antenna and
      repair any damage caused thereby, then, Landlord, at its sole option, may,
      at
      Tenant = s
      sole
      cost and expense, remove the Antenna, keep the Antenna without compensation
      to
      Tenant or discard it without liability to Landlord and restore any damage caused
      by the removal of the Antenna.





Section
      3.   Tenant,
      together with Landlord and other tenants of the Building, may utilize the
      existing 600KW generator located on the roof of the Building (the “Generator”).
      Tenant shall pay all costs to connect its equipment to the Generator. In
      addition, Tenant shall be responsible, along with other tenants utilizing the
      Generator, for any costs or expenses incurred by Landlord to maintain and repair
      the Generator as well as all costs for oil for the Generator. Tenant’s share of
      such costs will be determined by dividing Tenant’s kilowatt usage of the
      Generator by the total kilowatt capacity of the Generator. Notwithstanding
      anything to the contrary contained herein, any damage to the Generator caused
      by
      the negligence or willful misconduct of Tenant, or its employees, invitees,
      licensees or agents shall be repaired promptly by Tenant at its sole cost and
      expense or, at Landlord’s election may be repaired by Landlord in which event
      Tenant shall reimburse Landlord for any actual and out of pocket costs and
      expenses reasonably incurred. All amounts due from Tenant to Landlord pursuant
      to this Article 45, Section 3 shall be paid, as additional rent, within ten
      (10)
      days of Landlord’s invoice therefor. Tenant’s said right to utilize the
      Generator shall be limited to periods during which regular electric service
      to
      the Premises is unavailable. Landlord hereby acknowledges that maintenance
      of
      the Generator includes the periodic testing thereof. Landlord shall provide
      Tenant with at least ten (10) business days’ notice prior to the commencement of
      any such testing. Landlord shall maintain guaranteed fuel delivery contracts
      as
      part of the required Generator maintenance hereunder. Access to the Generator
      facilities shall be restricted to Landlord and, any condominium association
      as
      well as their designated service personnel. Tenant and other tenants at the
      Building shall not have access to the Generator facilities. Landlord hereby
      acknowledges that Tenant requires 300KVA in Generator capacity and agrees that
      the Generator shall provide the same.








A  R  T  I  C  L  E  46.





MISCELLANEOUS





(a)  The
      covenants and agreements herein contained shall bind and inure to the benefit
      of
      Landlord and Tenant, their heirs, executors, administrators, successors and
      assigns.




(b)  If
      any
      provision of this Lease or the application thereof to any person or circumstance
      shall be invalid or unenforceable, the remainder of this Lease shall not be
      affected thereby.





(c)  Whenever
      herein the singular number is used, the same shall include the plural, and
      the
      masculine gender shall include the feminine and neuter genders.





40


(d)  The
      enumeration anywhere in this Lease of any right or remedy of either party shall
      not be construed as an exclusion or substitution of any other rights or remedies
      conferred under this Lease or applicable by law.





(e)  This
      Lease shall not be modified or canceled except by a writing subscribed to by
      the
      parties.





(f)  The
      submission of this Lease for examination does not constitute a reservation
      of or
      option for the premises and this Lease becomes effective as a lease only upon
      execution and delivery thereof by Landlord and Tenant.





(g)  This
      Lease shall not be recorded. Any recordation by Tenant shall constitute a
      material default entitling Landlord to terminate this Lease.





(h)  This
      Lease shall be governed by and in accordance with the laws of the State of
      New
      Jersey.





(i)  Landlord
      shall have, with respect to any payment of additional rent or other charge
      to be
      paid by Tenant pursuant to this Lease, the same rights and remedies under this
      Lease and at law and in equity as are available to Landlord for non-payment
      of
      Fixed Rent.





IN
      WITNESS WHEREOF these presents have been signed sealed and delivered the day
      and
      year first above written.








WITNESS:      WASHINGTON
      PARK FIDELCO, LLC


(Landlord)








/s/
      Kathleen Krawicki    By:  /s/
      David Berkowitz


Director
      , Member








WITNESS:      AUDIBLE,
      INC.


(Tenant)








/s/
      Kathleen Krawicki    By:  /s/
      Glenn Rogers






































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