LEASE

     

    DOLP
      675
      PROPERTIES II LLC

     

    as
      Landlord,

     

    to

     

    LEV
      PHARMACEUTICALS, INC.,

     

    as
      Tenant

     

    Date:
      December 20, 2006

     

    Premises:

     

    675
      Third
      Avenue

     

    Room
      2200-15

     

    New
      York,
      New York 10017

     

    Neither
      this draft lease, nor any other draft lease, nor any correspondence, writings,
      communications or other documents delivered or exchanged between Landlord and
      Tenant shall be deemed to be an offer or agreement to lease or to enter into
      a
      lease, on the terms set forth herein or otherwise and no lease, or agreement
      to
      lease, shall be binding on either party except and until as set forth in Section
      32.11 of this draft.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

     

    
      
        
          	
                  Article

                	 	
                   

                	
                  Page

                
	
                  ARTICLE
                    1

                	 	
                  PREMISES;
                    TERM

                	
                  1

                
	
                  ARTICLE
                    2

                	 	
                  COMMENCEMENT
                    OF TERM

                	
                  1

                
	
                  ARTICLE
                    3

                	 	
                  RENT

                	
                  3

                
	
                  ARTICLE
                    4

                	 	
                  ADJUSTMENT
                    OF RENT, ESCALATION

                	
                  4

                
	
                  ARTICLE
                    5

                	 	
                  USE

                	
                  7

                
	
                  ARTICLE
                    6

                	 	
                  SERVICES
                    AND EQUIPMENT

                	
                  9

                
	
                  ARTICLE
                    7

                	 	
                  ELECTRIC

                	
                  12

                
	
                  ARTICLE
                    8

                	 	
                  ASSIGNMENT,
                    SUBLETTING, MORTGAGING

                	
                  14

                
	
                  ARTICLE
                    9

                	 	
                  SUBORDINATION,
                    NON-DISTURBANCE, ESTOPPEL CERTIFICATE

                	
                  20

                
	
                  ARTICLE
                    10

                	 	
                  ENTRY;
                    RIGHT TO CHANGE PUBLIC PORTIONS OF THE BUILDING

                	
                  22

                
	
                  ARTICLE
                    11

                	 	
                  LAWS,
                    ORDINANCES, REQUIREMENTS OF PUBLIC AUTHORITIES

                	
                  23

                
	
                  ARTICLE
                    12

                	 	
                  REPAIRS

                	
                  24

                
	
                  ARTICLE
                    13

                	 	
                  ALTERATIONS;
                    FIXTURES

                	
                  25

                
	
                  ARTICLE
                    14

                	 	
                  LANDLORD’S
                    RIGHT TO PERFORM TENANT’S OBLIGATIONS

                	
                  29

                
	
                  ARTICLE
                    15

                	 	
                  NO
                    LIABILITY OF LANDLORD

                	
                  29

                
	
                  ARTICLE
                    16

                	 	
                  INSURANCE

                	
                  31

                
	
                  ARTICLE
                    17

                	 	
                  DAMAGE
                    BY FIRE OR OTHER CAUSE

                	
                  33

                
	
                  ARTICLE
                    18

                	 	
                  CONDEMNATION

                	
                  35

                
	
                  ARTICLE
                    19

                	 	
                  BANKRUPTCY

                	
                  36

                
	
                  ARTICLE
                    20

                	 	
                  DEFAULTS
                    AND REMEDIES; WAIVER OF REDEMPTION

                	
                  38

                
	
                  ARTICLE
                    21

                	 	
                  COVENANT
                    OF QUIET ENJOYMENT

                	
                  40

                
	
                  ARTICLE
                    22

                	 	
                  SURRENDER
                    OF PREMISES

                	
                  40

                
	
                  ARTICLE
                    23

                	 	
                  DEFINITION
                    OF LANDLORD

                	
                  41

                
	
                  ARTICLE
                    24

                	 	
                  NOTICES

                	
                  41

                
	
                  ARTICLE
                    25

                	 	
                  ARBITRATION

                	
                  42

                
	
                  ARTICLE
                    26

                	 	
                  RULES
                    AND REGULATIONS

                	
                  42

                
	
                  ARTICLE
                    27

                	 	
                  BROKER

                	
                  43

                
	
                  ARTICLE
                    28

                	 	
                  ZONING
                    RIGHTS

                	
                  43

                
	
                  ARTICLE
                    29

                	 	
                  SECURITY
                    DEPOSIT

                	
                  44

                
	
                  ARTICLE
                    30

                	 	
                  WINDOW
                    CLEANING

                	
                  48

                
	
                  ARTICLE
                    31

                	 	
                  CONSENTS

                	
                  48

                
	
                  ARTICLE
                    32

                	 	
                  MISCELLANEOUS

                	
                  48

                
	
                  ARTICLE
                    33

                	 	
                  SUCCESSORS
                    AND ASSIGNS

                	
                  52

                
	
                  ARTICLE
                    34

                	 	
                  HAZARDOUS
                    MATERIALS

                	
                  52

                
	
                  ARTICLE
                    35

                	 	
                  PARTNERSHIP
                    TENANT

                	
                  53

                
	
                  ARTICLE
                    36

                	 	
                  SUBMISSION
                    TO JURISDICTION

                	
                  54

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                EXHIBIT
                  A

              	 	
                FLOOR
                  PLAN

              
	
                EXHIBIT
                  B

              	 	
                WORK
                  LETTER

              
	
                EXHIBIT
                  C

              	 	
                CLEANING
                  SPECIFICATIONS

              
	
                EXHIBIT
                  D

              	 	
                RULES
                  AND REGULATIONS

              
	
                EXHIBIT
                  D-1

              	 	
                RULES
                  AND REGULATIONS FOR 

                TENANT
                  ALTERATIONS

              
	
                 

              	 	 
	
                EXHIBIT
                  E

              	 	
                LIST
                  OF APPROVED CONTRACTORS

              
	
                EXHIBIT
                  E-1

              	 	
                BUILDING
                  STANDARDS

              
	
                EXHIBIT
                  F

              	 	
                FORM
                  OF LETTER OF CREDIT

              
	
                EXHIBIT
                  G

              	 	
                SAMPLE
                  INSURANCE CERTIFICATE

              
	
                EXHIBIT
                  H

              	 	
                LIST
                  OF ADDITIONAL INSUREDS

              
	
                EXHIBIT
                  I

              	 	
                FORM
                  AGREEMENT: RE LICENSING OF SPACE


              


      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    INDENTURE
      OF LEASE, dated as of this 20th day of December, 2006, between DOLP 675
      PROPERTIES II LLC, a Delaware limited liability company, with offices at 1155
      Avenue of the Americas, New York, New York 10036 (hereinafter referred to as
      “Landlord” or “Owner”) and LEV PHARMACEUTICALS, INC., a Delaware corporation
      having offices at 122 East 42nd Street, Suite 1700, New York, New York 10168
      (hereinafter referred to as “Tenant”).

     

    W
      I T
      N E S S E T H:

     

    ARTICLE
      1

     

    PREMISES;
      TERM

     

    1.1  Landlord
      hereby leases to Tenant and Tenant hereby hires from Landlord a portion of
      the
      22nd floor currently designated as Room 2200-15 (as shown by hatching on the
      floor plans annexed hereto as Exhibit A and made a part hereof) in the building
      known as 675 Third Avenue, hereinafter called the “Building,” in the Borough of
      Manhattan, City, County and State of New York, (herein called the “Premises” or
      the “Demised Premises”).

     

    1.2  The
      Demised Premises are leased, together with the appurtenances, including without
      limitation the right to use in common with others, the lobbies, elevators and
      other public portions of the Building.

     

    TO
      HAVE
      AND TO HOLD unto Tenant, its successors and permitted assigns, for the term
      of
      five (5) years and one (1) month to commence on a date (the “Commencement Date”)
      which is the earlier to occur of:

     

    (i)  the
      date
      the Demised Premises are substantially complete as provided in Section 2.2,
      or

     

    (ii)  the
      date
      Tenant or anyone claiming by, under or through Tenant shall first occupy any
      part of the Demised Premises for any purpose including the preparation of the
      same for Tenant’s initial occupancy;

     

    and
      to
      end on the last day of the calendar month preceding the month in which the
      fifth
      (5th) anniversary of the Rent Commencement Date (as hereinafter defined) of
      this
      Lease occurs (“Expiration Date”) unless the term shall terminate sooner pursuant
      to any of the terms of this Lease or pursuant to law, YIELDING AND PAYING the
      rents and additional rents hereinafter set forth, all on the covenants,
      conditions and agreements hereinbefore and hereinafter stated.

     

    ARTICLE
      2

     

    COMMENCEMENT
      OF TERM

     

    2.1  The
      term
      of this Lease (and, except as otherwise provided in Section 3.5 below, the
      payment of rent hereunder) shall commence on the Commencement Date.

     

    2.2  A.The
      Demised Premises shall be deemed substantially complete when Landlord has
      substantially completed the work (the “Landlord’s Work”) required to be
      performed by Landlord for Tenant as provided for in the Work Letter which is
      attached hereto and made a part hereof as Exhibit B (the “Work Letter”). Tenant
      may inspect the Demised Premises and may provide Landlord with a list of minor
      or insubstantial details of construction, mechanical adjustment or decoration
      that were included in Landlord’s Work as set forth herein and remain to be
      completed (i.e., so called “punch list” items). For the purposes of this
      Article, the work to be done by Landlord shall be deemed substantially complete
      even though “punch list” items may not then have been completed. Landlord shall
      use reasonable efforts to complete such “punch list” items as soon as
      practicable thereafter. All building systems servicing the Demised Premises
      shall be in good working order as of the Commencement Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    B.  If
      there
      is a delay in the substantial completion of Landlord’s Work for the Demised
      Premises, or any portion thereof, due to (a) any act or omission of Tenant,
      its
      contractors, sub-contractors, architects, space designers, agents or employees,
      as set forth in the Work Letter including, without limitation, delays due to
      changes in Landlord’s Work requested by or on behalf of Tenant or delays by
      Tenant in its submission of information, approving working drawings or estimates
      or giving authorizations or approvals, (b) any additional time for completion
      of
      such work which may be required because of the inclusion in such work of any
      additional work requested by or on behalf of Tenant which may hereinafter be
      referred to in this Lease or the Work Letter as “Additional Work” or (c) the
      noncompletion by Landlord of any work, whether in connection with the layout
      or
      finish of the Demised Premises or otherwise, which Landlord is not required
      to
      do by the terms hereof until after the Commencement Date; then the Demised
      Premises, or such portion, shall be deemed substantially complete and available
      for occupancy on the date when the Demised Premises or such portion would have
      been available but for such delay described in (a), (b) and (c) above even
      though work to be done by Landlord has not been commenced or completed. Any
      additional cost to Landlord to complete the Demised Premises occasioned by
      such
      delay shall be paid as additional rent upon demand. For the purposes of the
      preceding sentence “additional cost to Landlord” shall mean the total cost
      incurred in excess of the aggregate cost which Landlord would have incurred
      to
      complete the Demised Premises if there had been no such delay.

     

    C.  The
      taking of possession of the Demised Premises shall be deemed an acceptance
      of
      the same by Tenant and shall be deemed substantial completion by Landlord of
      all
      of Landlord’s Work for the purposes of determining the Commencement Date. For
      the purposes of this Article, the work to be done by Landlord shall be deemed
      substantially complete even though minor details or adjustments which shall
      not
      materially interfere with Tenant’s use and occupancy of the Demised Premises may
      not then have been completed, but which work Landlord agrees, will thereafter
      be
      completed.

     

    2.3  Promptly
      after the Commencement Date, Landlord and Tenant will execute an agreement,
      hereafter referred to as the “Commencement Date Agreement” stating among other
      things the Commencement Date and the Expiration Date of the term of this Lease.
      Tenant’s failure or refusal to sign the same shall in no event affect Landlord’s
      designation of the Commencement Date.

     

    2.4  INTENTIONALLY
      OMITTED.

     

    2.5  Tenant
      expressly waives any right to rescind this Lease under Section 223-a of the
      New
      York Real Property Law or under any present or future statute of similar import
      then in force and further expressly waives the right to recover any damages,
      direct or indirect, which may result from Landlord’s failure to deliver
      possession of the Demised Premises on the Commencement Date. The Commencement
      Date shall not be postponed or delayed by reason of or arising out of delays
      occasioned by Tenant as described herein and/or in the Work Letter. Tenant
      agrees that the provisions of this Article and Article 3 are intended to
      constitute “an express provision to the contrary” within the meaning of said
      Section 223-a.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    ARTICLE
      3

     

    RENT

     

    3.1  During
      the term of this Lease, Tenant covenants and agrees to pay to Landlord a fixed
      minimum rent (the “Fixed Rent”) in lawful money of the United States, at an
      annual rate of:
       

    

    
      	(i)  	
              One
                Hundred Eighty-Six Thousand Six Hundred Seventy Dollars and 00/100
                ($186,670.00) per annum ($15,555.83 per month) from the Commencement
                Date
                through the last day of the month preceding the month in which the
                second
                (2nd) anniversary of the Rent Commencement Date
                occurs;

            


    

     

    
      	(ii)  	
              One
                Hundred Ninety-Three Thousand Four Hundred Fifty-Eight Dollars and
                00/100
                ($193,458.00) per annum ($16,121.50 per month) from the first day
                of the
                month in which the second (2nd) anniversary of the Rent Commencement
                Date
                occurs through the Expiration Date.

            


    

     

    
      Fixed
        Rent shall be payable in equal monthly installments in advance on the first
        day
        of each month during the term of this Lease by wire transfer pursuant to
        the
        following wiring instructions: ________________________________ or
        such
        other wiring instructions as Landlord may designate, without any setoff or
        deduction whatsoever, the first installment to be paid on the delivery of
        this
        Lease.

       

      All
        Fixed
        Rent and additional rent payable under this Lease shall be paid by wire as
        set
        forth above. Failure to pay Fixed Rent and/or additional rent by
        such wire
        transfer shall be deemed a material default by Tenant under this
        Lease.

       

    

    3.2  All
      rent
      other than Fixed Rent, and all costs, charges, sums and expenses which Tenant
      assumes, agrees or is obligated to pay to Landlord pursuant to this Lease shall
      be deemed “additional rent” or “Additional Rent” which Tenant covenants to pay
      when due. In the event of nonpayment, Landlord shall have all the rights and
      remedies with respect thereto as is herein provided for in case of nonpayment
      of
      Fixed Rent. All rent shall be payable by Tenant to Landlord without offset,
      reduction, counterclaim and/or deduction. The Fixed Rent and additional rent
      are
      sometimes referred to collectively herein as “rent”.

     

    3.3  If
      any of
      the rent payable under the terms of this Lease shall be or become uncollectible,
      reduced or required to be refunded because of any rent control, federal, state
      or local law, regulation, proclamation or other legal requirement, Tenant shall
      enter into such agreement(s) and take such other steps (without additional
      expense to Tenant) as Landlord may request and as may be legally permissible
      to
      permit Landlord to collect the maximum rent which, from time to time, during
      the
      continuance of such legal rent restriction may be legally permissible (and
      not
      in excess of the amounts then reserved therefor under this Lease). Upon the
      termination of such legal rent restriction, (a) the Fixed Rent and additional
      rent shall become and shall thereafter be payable in accordance with the amounts
      reserved herein for the periods following such termination and (b) Tenant shall
      promptly pay in full to Landlord, unless expressly prohibited by law, an amount
      equal to (i) rentals which would have been paid pursuant to this Lease but
      for
      such legal rent restriction less (ii) the rent actually paid by Tenant during
      the period such legal rent restriction was in effect.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    3.4  If
      any
      installment of Fixed Rent or additional rent is not paid when due, Tenant shall
      also pay Landlord interest thereon from the due date until paid at two percent
      (2%) per annum above the then Prime Rate as most recently published in The
      Wall
      Street Journal Eastern Edition (or, in the event that The Wall Street Journal
      fails to publish such rate, such other publication as Landlord shall designate
      in its sole discretion) (such published rate being herein called the “Prime
      Rate”; and the Prime Rate plus two percent (2%) per annum being herein called
      the “Interest Rate”). The term “rent” shall include all Fixed Rent, additional
      rent or other charges payable under this Lease, for nonpayment of which Landlord
      shall have the same remedies as for a default in the payment of Fixed Rent.
      Notwithstanding anything in this Lease to the contrary, Landlord may use, apply
      or retain the whole or any part of the Security Deposit to the extent required
      for the payment of any amounts owed by Tenant pursuant to the first sentence
      of
      this Section 3.4 without being obligated to give Tenant any prior notice that
      such amounts are due. If Tenant shall be more than ten (10) days late in making
      any payment due under this Lease more than three (3) times in any twelve (12)
      month period, Landlord shall in addition to the remedies provided for in this
      Section 3.4, be entitled to demand from Tenant, and Tenant agrees promptly
      to
      deposit with Landlord, additional cash lease security in the amount of one
      (1)
      month’s then current annual Fixed Rent, to be held and applied in accordance
      with the terms of Article 29 hereof.

     

    3.5  Anything
      to the contrary provided for hereinabove notwithstanding, so long as Tenant
      shall not be in default of any of the terms and provisions of this Lease beyond
      any applicable notice or cure periods, Tenant shall not be obligated to pay
the
      Fixed Rent provided for above in the amount of Fifteen Thousand Five Hundred
      Fifty-Five Dollars and 83/100 ($15,555.83) per month for a period of one (1)
      month beginning on the Commencement Date. The date following the last day of
      such one month period shall be referred to as the “Rent Commencement Date”.
      Tenant shall, however, continue to be obligated during such period to pay the
      electric charges and all additional rent (including, but not limited to,
      additional rent payable under Article 4 and Article 7 hereof) and other charges
      payable by Tenant hereunder in accordance with the terms of this Lease
      commencing on the Commencement Date.

     

    ARTICLE
      4

     

    ADJUSTMENT
      OF RENT, ESCALATION

     

    4.1  Tenant
      shall pay additional rent as in this Article provided to reflect the decrease
      or
      increase in Landlord’s expenses incurred in operating the Building. Landlord
      shall have all of the rights and remedies for Tenant’s failure to pay additional
      rent under this Article as Landlord has for Tenant’s failure to pay Fixed
      Rent.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    A.  For
      the
      purposes of this Article:

     

    (1)  “Base
      Tax”
shall
      mean the Taxes, as finally determined, for the Base Tax Year.

     

    (2)  “Base
      Tax Year”
shall
      mean the fiscal year July 1, 2006 to June 30, 2007, inclusive.

     

    (3)  “Tax
      Year”
shall
      mean each successive New York City real estate fiscal year commencing on July
      1st and expiring on June 30th. If the present use of July 1 to June 30 real
      estate tax year shall change, then such changed tax year shall be used with
      appropriate adjustment for the transition.

     

    (4)  “Taxes”
shall
      mean (a) the product of the total assessed valuation (all references in this
      Article to “assessed valuation” shall be deemed to refer to the lesser of the
      so-called transitional value assessed valuation and the actual assessed
      valuation) of the land on which the Building is located (the “Land”) and the
      Building of which the Demised Premises are a part (without taking into
      consideration any abatement, exemption and/or deferral applicable to such Land
      and Building, for any Tax Year multiplied by the applicable real estate tax
      rate
      for such Tax Year plus (b) any assessments, special and extraordinary
      assessments, and government levies imposed upon or with respect to the Land
      and
      Building, including without limitation business improvement district charges
      (exclusive of any abatements, exemptions and/or deferrals and (c) any franchise,
      income, profit, value added, use, or other tax imposed in addition to, in whole
      or partial substitution for, or in lieu of an increase (in whole or part) in
      such real estate taxes, whether due to a change in the method of taxation or
      otherwise - (exclusive of any abatements, exemptions and/or deferrals, it being
      understood and agreed that the portion of the Taxes so computed hereunder may
      be
      a different amount than the real estate taxes actually payable by Landlord
      in
      any Tax Year because of any such abatements, exemptions and/or deferrals. Taxes
      also shall include the reasonable expenses, including payments to attorneys,
      experts and appraisers, incurred by Landlord in connection with any application,
      proceeding or settlement wherein Landlord obtains or seeks to obtain a reduction
      in the assessed valuation and/or a reduction in, or refund of, Taxes. The
      benefit of any discount for any early payment or prepayment of Taxes shall
      accrue solely to the benefit of Landlord and such discount shall not be
      subtracted from Taxes.

     

    (5)  “Tenant’s
      Tax Percentage”
shall
      mean for purposes of this Lease and all calculations in connection therewith
      One
      and Sixty-Three Thousandths percent (1.063%).

     

    B.  (1)
      Tenant
      shall pay to Landlord as additional rent for each Tax Year during the term
      of
      this Lease an amount equal to Tenant’s Tax Percentage of the amount by which the
      Taxes in each such Tax Year exceed the Base Tax (“Tenant’s Tax Payment”).
      Landlord shall make reasonable estimates of Tenant’s Tax Payment with respect to
      any current or forthcoming Tax Year and Tenant shall be required to pay such
      estimated amounts in such installments and amounts as Landlord may require,
      in
      advance, on the first day of each month, based upon delivery of an “Estimated
      Tax Statement”. If there shall be any increase in Taxes for any Tax Year, prior
      to or during such Tax Year, Landlord may deliver to Tenant a revised Estimated
      Tax Statement, and Tenant’s Tax Payment for such Tax Year shall be appropriately
      adjusted. In the event of any increase in Taxes, Tenant shall, within thirty
      (30) days of rendition of such revised Estimated Tax Statement, pay to Landlord
      the amount of any underpayment of Tenant’s Tax Payment with respect to such Tax
      Year. In the event of any decrease in Taxes for any Tax Year for which Tenant
      has made a Tenant’s Tax Payment, Landlord shall either pay to Tenant, or at
      Landlord’s election, credit against subsequent payments of Tenant’s Tax Payment,
      the amount of any overpayment (less Tenant’s Tax Percentage of all reasonable
      costs and expenses, including reasonable counsel fees, incurred by Landlord
      in
      connection with any application or proceeding to reduce such Taxes). At any
      time
      after, during or prior to the end of each Tax Year, Landlord shall cause the
      actual amount of Tenant’s Tax Payment to be computed and a “Final Tax Statement”
to be given to Tenant. If such Final Tax Statement shall show a deficiency,
      Tenant shall pay such amount to Landlord within thirty (30) days; if it shall
      show that Tenant has made an overpayment, Landlord shall either pay to Tenant,
      or at Landlord’s election, credit against subsequent payments of Tenant’s Tax
      Payment, the amount of such overpayment. Notwithstanding the foregoing, if
      Taxes
      are required to be paid prior to the expiration of the appropriate calendar
      half
      or any other applicable fiscal period or the expiration of any Tax Year to
      avoid
      a penalty or late charge, then Landlord may immediately elect to bill Tenant
      for
      its above specified percentage of any increase in Taxes in excess of the Base
      Tax with respect to such calendar half or any other applicable fiscal period
      or
      Tax Year, as the case may be, and Tenant shall pay same within twenty (20)
      days
      thereafter. Any decrease in rent under this Section 4B can be applied only
      to
      reduce prior increases under this Section 4B.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (2)  The
      Final
      Tax Statements furnished to Tenant shall constitute a final determination as
      between Landlord and Tenant of the Taxes for the periods represented thereby,
      unless (a) the Taxes for any such period are subsequently reduced by tax
      certiorari proceedings or otherwise (in which event the Final Tax Statement
      for
      such adjusted Taxes shall be conclusive and binding, subject to subsection
      (b)
      of this Section), or (b) Tenant, within fifteen (15) days after they are
      furnished, shall give a notice to Landlord that it disputes the accuracy or
      appropriateness of any of same, which notice shall specify the particular
      respects in which the disputed Final Tax Statement is inaccurate or
      inappropriate. Pending the resolution of such dispute, Tenant shall pay Tenant’s
      Tax Percentage of the Taxes to Landlord in accordance with the Estimated Tax
      Statements and/or Final Tax Statements furnished by Landlord. Tenant shall
      have
      the right to receive a copy of any tax bill or statement from the applicable
      taxing authority upon which the disputed Final Tax Statement is based within
      twenty (20) days after demand therefor. Tenant may not dispute Estimated Tax
      Statements.

     

    (3)  If
      the
      Commencement Date is not the first day of a Tax Year or if the date of
      expiration or termination of this Lease (except for termination for Tenant’s
      default), whether or not same is the Expiration Date or another date prior
      or
      subsequent thereto, is not the last day of a Tax Year, then Tenant’s Tax Payment
      shall be prorated based upon the number of days of the applicable Tax Year
      within the term. With respect to the year in which the term of this Lease
      expires or terminates, such pro rata portion shall become immediately due and
      payable by Tenant to Landlord, if it has not theretofore already been paid,
      and
      Landlord, as soon as reasonably practicable, shall cause the annual statements
      of the Taxes for that Tax Year to be prepared and furnished to Tenant. Landlord
      and Tenant thereupon shall make appropriate adjustments of all amounts then
      owing.

     

    C.  From
      and
      after the Commencement Date, Tenant shall pay to Landlord as Additional Rent,
      in
      lieu of an operating expense escalation, the amounts (“Tenant’s Operating
      Payment”) set forth below. Tenant’s Operating Payment shall be due and payable,
      together with the Fixed Rent due hereunder, in equal monthly installments in
      advance on the first (1st) day of each month of the Term.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    
      	
              Period

            	 	
              Tenant’s
                Operating

              Payment
                Per Annum

            	 
	 	 	 	 
	
              Lease
                Year 1

            	 	
              $

            	
              0.00

            	 
	
              Lease
                Year 2

            	 	
              $

            	
              3,733.40

            	 
	
              Lease
                Year 3

            	 	
              $

            	
              7,677.23

            	 
	
              Lease
                Year 4

            	 	
              $

            	
              11,699.93

            	 
	
              Lease
                Year 5

            	 	
              $

            	
              15,803.09

            	 


    

     

    D.  INTENTIONALLY
      OMITTED.

     

    E.  Landlord’s
      failure to render a statement with respect to any additional rent due pursuant
      to this Article 4 shall not prejudice Landlord’s right to render such a
      statement retroactively respecting such additional rent and/or with respect
      to
      any subsequent payment of additional rent. The obligations of Tenant under
      the
      provisions of this Article with respect to any additional rent due shall survive
      the expiration or sooner termination of the term.

     

    F.  The
      computations of additional rent under this Article 4 are intended to constitute
      a formula for an agreed rental adjustment and may or may not constitute an
      actual reimbursement to Landlord for costs and expenses paid by Landlord with
      respect to the Building. In no event shall the Fixed Rent under this Lease
      be
      reduced by virtue of this Article 4.

     

    ARTICLE
      5

     

    USE

     

    5.1  Tenant
      shall use and occupy the Demised Premises for executive and general offices
      and
      for no other purpose. Tenant will not at any time use or occupy the Demised
      Premises, or permit same to be used or occupied in violation of the certificate
      of occupancy for the Building.

     

    5.2  The
      use
      of the Demised Premises for the purposes specified in Section 5.1 shall not
      include:

     

    (1)  the
      sale
      to the public of any products kept in the Demised Premises, or any
      demonstrations to the public, or the sale (whether by persons or by vending
      machines) of alcoholic beverages, candy, cigarettes, cigars, tobacco, narcotics
      or other controlled or prohibited substances, newspapers, magazines, beverages,
      or similar items,

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    (2)  the
      rendition of medical, psychological, or therapeutic services;

     

    (3)  the
      conduct of an auction;

     

    (4)  the
      conduct of any gambling activities, or any political activities, or any
      religious activities, or of an employment agency;

     

    (5)  offices
      of a governmental agency, or government (including, without limitation, an
      autonomous governmental corporation or any entity having governmental immunity),
      or a diplomatic or trade mission;

     

    (6)  the
      operation of any school or college; or

     

    (7)  any
      use
      prohibited by the Rules and Regulations attached hereto and made a part hereof
      as Exhibit
      D.

     

    5.3  Tenant
      shall not use, occupy, suffer or permit the Demised Premises (or any part
      thereof) to be used in any manner, or suffer or permit anything to be brought
      into or kept therein, which would, in Landlord’s reasonable judgment, (a) make
      unobtainable at standard rates from any reputable insurance company authorized
      to do business in New York State any fire insurance with extended coverage
      or
      liability, elevator, boiler, umbrella, terrorism, environmental, or other
      insurance, (b) cause, or be likely to cause, injury or damage to the Building
      or
      to any Building equipment or to the Demised Premises, (c) constitute a public
      or
      private nuisance, (d) violate any certificate of occupancy in the Building,
      (e)
      emit objectionable noise, fumes, vibrations, heat, chilled air, vapors or odors
      into or from the Building or the Building equipment, or (f) impair or interfere
      with any of the Building services, including the furnishing of electrical
      energy, or the proper and economical cleaning, heating, ventilating, air
      conditioning or other servicing of the Building, Building equipment, or the
      Demised Premises.

     

    5.4  If
      any
      governmental license or permit shall be required for the proper and lawful
      conduct of Tenant’s business in (or any subtenant’s business) or occupancy of
      the Demised Premises, then Tenant, at its sole expense, shall procure and
      thereafter maintain (or cause to be maintained) such license or permit and
      submit the same to Landlord for inspection upon Landlord’s request. Tenant shall
      comply with the terms and conditions of each such license and/or
      permit.

     

    5.5  Except
      only as otherwise expressly provided in Section 8.8 hereof, no licensing of
      desk
      space shall be permitted.

     

    5.6  Tenant
      represents, warrants and covenants that neither Tenant nor any of its executive
      officers, members of its board of directors or controlling shareholders (i)
      is
      listed on the Specially Designated Nationals and Blocked Persons List maintained
      by the Office of Foreign Asset Control, Department of the Treasury (“OFAC”)
      pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001)
      (“Order”) and all applicable provisions of Title III of the USA PATRIOT ACT
      (Public Law No. 107-56 (October 26, 2001)); (ii) is listed on the Denied Persons
      List and Entity List maintained by the United States Department of Commerce;
      (iii) is listed on the List of Terrorists and List of Disbarred Parties
      maintained by the United States Department of State; (iv) is listed on any
      list
      or qualification of “Designated Nationals” as defined in the Cuban Assets
      Control Regulations 31 C.F.R. Part 515; (v) is listed on any other publicly
      available list of terrorists, terrorist organizations or narcotics traffickers
      maintained by the United States Department of State, the United States
      Department of Commerce or any other governmental authority or pursuant to the
      Order, the rules and regulations of OFAC (including without limitation the
      Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency
      Economic Powers Act, 50 U.S.C. §§ 1701-06; the unrepealed provision of the Iraqi
      Sanctions Act, Publ. L. No. 101-513; the United Nations Participation Act,
      22
      U.S.C. § 2349 aa-9; The Cuban Democracy Act, 22 U.S.C. §§ 60-01-10; The Cuban
      Liberty and Democratic Solidarity Act, 18 U.S.C. §§ 2332d and 233; and The
      Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-201, all as may
      be
      amended from time to time); or any other applicable requirements contained
      in
      any enabling legislation or other Executive Orders in respect of the Order
      (the
      Order and such other rules, regulations, legislation or orders are collectively
      called the “Orders”); (vi) is engaged in activities prohibited in the Orders; or
      (vii) has been convicted, pleaded nolo contendere, indicted, arraigned or
      custodially detained on charges involving money laundering or predicate crimes
      to money laundering, drug trafficking, terrorist-related activities or other
      money laundering predicate crimes or in connection with the Bank Secrecy Act
      (31
      U.S.C. §§ 5311 et. seq.).

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    5.7  Subject
      to the Rules and Regulations (including, without limitation, Building security
      procedures), Tenant shall have access to and use of the Demised Premises
      twenty-four (24) hours per day and three hundred sixty-five (365) days per
      year.

     

    ARTICLE
      6

     

    SERVICES
      AND EQUIPMENT

     

    6.1  So
      long
      as Tenant is not in default under any of the covenants of this Lease, Landlord
      shall, at its cost and expense:

     

    A.  Provide
      elevator service during business hours on business days. As used in this Lease,
      the term “business days” means Monday through Friday exclusive of holidays, and
      the term “business hours” means 8:00 A.M. to 6:00 P.M. At all times other than
      during business hours on business days, only one elevator shall be on call
      to
      the Demised Premises and to other tenants of the Building.

     

    B.  Maintain
      and keep in good order and repair the central heating, ventilating and
      air-conditioning system installed by Landlord. The aforesaid system will be
      operated by Landlord during business hours on business days.

     

    C.  Provide
      Building standard cleaning services to the Demised Premises and public portions
      of the Building on business days. The Cleaning Specifications are annexed hereto
      and made a part hereof as Exhibit
      C.
      If any
      space may, under the terms of this Lease, be used for the consumption of food,
      such space will receive only Exhibit C office space cleaning specifications,
      and
      Tenant shall have such space periodically exterminated.

     

    D.  Furnish
      water for ordinary lavatory, drinking and office cleaning purposes. If Tenant
      requires, uses or consumes water for any other purposes (including without
      limitation for a dishwasher), Tenant agrees that Landlord may install a meter
      or
      meters or other means to measure Tenant’s water consumption, and Tenant further
      agrees to reimburse Landlord for the cost of the meter or meters and the
      installation thereof, and to pay for the maintenance of said meter equipment
      and/or to pay Landlord’s costs of other means of measuring such water
      consumption by Tenant. Tenant shall reimburse Landlord for the cost of all
      water
      consumed as measured by said meter or meters or as otherwise measured, including
      sewer rents.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    6.2  Holidays
      shall be deemed to mean all Federal holidays, State holidays and Building
      Service Employees Union Contract holidays.

     

    6.3  Landlord
      reserves the right to interrupt, curtail or suspend the services required to
      be
      furnished by Landlord under this Article 6 or elsewhere under this Lease or
      otherwise to interrupt, curtail or suspend any services provided to the Demised
      Premises when the necessity therefor arises by reason of required maintenance,
      repairs, alterations, improvements, accident, labor dispute, riot, war,
      insurrection, terrorism, bioterrorism, emergency, casualty, shortages of labor
      or materials, mechanical breakdown, Acts of God, or when required by any law,
      order or regulation of any federal, state, county or municipal authority, or
      by
      reason of alterations or improvements deemed necessary or desirable by Landlord
      for the benefit of the Building or any portion(s) thereof, or for any other
      cause beyond the reasonable control of Landlord. Landlord shall exercise good
      faith to complete all required repairs or other necessary work so that Tenant’s
      inconvenience resulting therefrom may be for as short a period of time as
      circumstances will permit. No diminution or abatement of rent or other
      compensation shall or will be claimed by Tenant as a result thereof, nor shall
      this Lease or any of the obligations of Tenant be affected or reduced by reason
      of such interruption, curtailment or suspension, nor shall Tenant be entitled
      to
      terminate this Lease or to claim an actual or constructive eviction in whole
      or
      in part.

     

    6.4  Tenant
      shall reimburse Landlord for the cost to Landlord of removal from the Demised
      Premises and the Building of any refuse and rubbish of Tenant except normal
      office trash, and Tenant shall pay all bills therefor when
      rendered.

     

    6.5  Tenant
      acknowledges that the Demised Premises contain one supplemental air conditioning
      unit and associated equipment (collectively, the “Existing A/C Unit”). Landlord
      makes no representations as to the condition of the Existing A/C Unit, if any,
      and Tenant shall accept the same in “as is” condition. Notwithstanding anything
      to the contrary in this Lease, Landlord shall have no responsibility whatsoever
      to maintain and/or repair the Existing A/C Unit, which shall be Tenant’s sole
      obligation and responsibility. Tenant shall also be responsible for permit
      fees
      for the Existing A/C Unit. Tenant’s installation of any new or additional air
      conditioning or ventilation units shall be subject to Landlord’s prior written
      approval as well as to all other applicable terms and conditions of this Lease,
      including without limitation Section 6.7 of this Lease. All electricity used
      in
      connection with the operation of the Existing A/C Unit shall be provided in
      accordance with, and subject to all of the terms, covenants and conditions
      contained in, Article 7 hereof.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    6.6  If
      Tenant
      shall require HVAC service at any time other than during business hours on
      business days, Landlord shall furnish such service (herein called “after-hours
      air-conditioning service”) upon advance written notice from Tenant as specified
      below and Tenant shall pay Landlord’s then established charges therefor on
      Landlord’s demand as additional rent. If Tenant shall not pay the same, Tenant
      shall also pay interest thereon at the then Interest Rate. Requests for
      after-hours air-conditioning service shall be submitted in writing to the
      Building manager, by a person designated by Tenant as authorized to make such
      requests, before 1:00 P.M. on a non-holiday weekday for such weekday and at
      least thirty-six (36) hours prior to a holiday or weekend. Landlord’s currently
      established charges for such after-hours air-conditioning service are as
      follows: air conditioning -- $250.00 per hour and heat -- $250.00 per hour,
      and
      are subject to increase.

     

    6.7  Notwithstanding
      anything in this Lease to the contrary, Landlord agrees that in the event that
      Tenant requires additional heating, ventilation and air-conditioning in the
      Demised Premises, and Landlord, upon Tenant’s request therefor, consents to the
      installation of a system in the Demised Premises to provide such additional
      heating, ventilating and air-conditioning, then and in such event, Tenant may
      install, and Landlord consents to the installation of, at Tenant’s own cost and
      expense in accordance with, and subject to, the applicable provisions of this
      Lease (including, without limitation, Article 13 hereof) an additional heating,
      ventilating and air-conditioning system (hereinafter referred to as the
“Supplemental Air-Conditioning System”). The costs of installation (including,
      without limitation, connection to any condenser water source), maintenance
      and
      operation of the Supplemental Air-Conditioning System shall be borne by Tenant,
      and Tenant shall be responsible for the design and installation of its own
      condenser water pumps, capable of delivering the required flow to Tenant’s
      equipment. Tenant (or at Landlord’s option, Landlord) shall install, at Tenant’s
      sole cost and expense, valved outlets into the condenser water riser, the cost
      of which valves are to be paid for by Tenant. Whenever Tenant shall make a
      connection to any condenser water source, Tenant shall also leave additional
      valved outlets of a size, and in such locations, to be determined by Landlord.
      All facilities, equipment, machinery and ducts installed by Tenant in connection
      with the Supplemental Air-Conditioning System shall (a) be subject to Landlord’s
      prior written approval, (b) comply with Landlord’s reasonable requirements as to
      installation, maintenance and operation, and (c) comply with all other terms,
      covenants and conditions of this Lease applicable thereto. Landlord shall have
      no liability or responsibility whatsoever for any interruption in service of
      the
      Supplemental Air-Conditioning System (if any) for any cause whatsoever, nor
      shall any such interruption be construed as an actual or constructive eviction
      of Tenant, or entitle Tenant to any abatement of Fixed Rent or additional rent,
      or relieve or release Tenant from any of its obligations under this Lease.
      Tenant agrees to cooperate fully with Landlord and to abide by all reasonable
      regulations and requirements which Landlord may prescribe for the proper
      connection, functioning and protection of the Supplemental Air-Conditioning
      System.

     

    Landlord
      shall furnish, if required and to the extent available, condenser water for
      Tenant’s Supplemental Air-Conditioning System at a charge of Six Hundred Thirty
      Dollars and 00/100 ($630.00) per ton per year. If after the date of this Lease,
      the cost to Landlord of furnishing condenser water for such Supplemental
      Air-Conditioning System shall be increased, then the aforesaid charge to Tenant
      shall be increased to reflect the amount of the increased cost to
      Landlord.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    ARTICLE
      7

     

    ELECTRIC

     

    7.1  A.
      So
      long
      as Tenant shall not be in default beyond applicable notice and cure periods
      under this Lease, Landlord shall furnish to the Demised Premises, through the
      existing transmission facilities installed by Landlord in the Building,
      alternating electric current in such reasonable quantity as may be now required
      for Tenant’s ordinary use of the Demised Premises for the purposes herein
      specified. Such electric current shall be measured by meter or meters provided
      and installed by Landlord at such location or locations as Landlord shall select
      and Tenant shall pay monthly to Landlord such amounts (which shall be computed
      by using the Electric Rates, as hereinafter defined), paid by Landlord plus
      (as
      an administrative fee) an additional five percent (5%) of such computed amount
      as may be billed by Landlord to Tenant therefor on the basis of Tenant’s
      consumption of alternating current in the Demised Premises. If Tenant shall
      fail
      to pay any such amount within twenty (20) days after billing, Tenant shall
      pay
      Landlord interest thereon at the then Interest Rate until such bill shall be
      fully paid plus any of Landlord’s reasonable attorneys’ fees, costs and expenses
      paid or incurred in collecting on such bill(s). Landlord and its agents shall
      be
      permitted access to the electric closets and the meters. Tenant shall supply,
      at
      Tenant’s cost, adequate electric lighting and electric power to Landlord or
      Landlord’s contractors to clean or make repairs in the Demised
      Premises.

     

    7.2  Tenant’s
      use of electrical energy shall never exceed the capacity of the then existing
      feeders to the Building or the then existing risers or wiring installation
      serving the Demised Premises; in furtherance thereof, Tenant’s connected
      electrical load in the Demised Premises shall at no time exceed 4.0 watts per
      usable square foot without Landlord’s prior written approval. Tenant understands
      that if the connected load exceeds 4.0 watts per usable square foot in any
      area,
      the HVAC system will not be able to perform within the limits specified therefor
      in Exhibit
      E-1
      attached
      hereto and made a part hereof, and Landlord shall have no responsibility or
      liability on account thereof. Any additional risers or risers required by Tenant
      to supply Tenant’s electrical requirements and all other equipment proper and
      necessary in connection therewith, upon request of Tenant, will be installed
      by
      Landlord, at Tenant’s sole cost and expense, if in Landlord’s judgment, the same
      are necessary and will not cause or create a hazardous condition or entail
      excessive or unreasonable alterations, repairs or expense or interfere with
      or
      disturb other tenants. Rigid conduit only will be allowed. In order that
      personal safety and property of Landlord and the tenants and occupants of the
      Demised Premises and the Building may not be imperiled by the over taxing of
      the
      capacity of the electrical distribution system of the Demised Premises or the
      Building, and to avert possible adverse effect upon the Building’s electrical
      system, Tenant shall not, without prior consent of Landlord, make or perform
      or
      permit any changes in or alterations to wiring installations or other electrical
      facilities in or serving the Demised Premises (as such installations or
      facilities shall be indicated by the final electrical plans submitted by Tenant
      to Landlord in connection with the initial construction of the Demised Premises)
      or any additions to the electric fixtures, business machines or office equipment
      or appliances (other than personal desktop computers, desktop fax machines,
      desktop copiers and similar low energy consuming office machines) in the Demised
      Premises which utilize electrical energy. Any such alterations or changes
      performed by Tenant shall be in compliance with all codes and legal
      requirements. Should Landlord grant such consent, all additional risers, wiring
      or other equipment required therefor shall be provided by Landlord and the
      cost
      thereof shall be paid by Tenant as additional rent within ten (10) days after
      being billed therefor. Landlord’s approval of any electrical alterations or
      changes shall not be deemed a representation that the same comply with
      applicable codes or other legal requirements. Landlord, its agents and engineers
      and consultants may survey the electrical fixtures, appliances and equipment
      in
      the Demised Premises and Tenant’s use of electrical energy therein from time to
      time to determine whether Tenant is complying with its obligations under this
      Article.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    7.3  A.Landlord
      shall have no liability to Tenant for any loss, damage or expense which Tenant
      may sustain or incur by reason of any change, failure, inadequacy or defect
      in
      the supply or character of the electrical energy furnished to the Demised
      Premises or if the quantity or character of the electrical energy is no longer
      available or suitable for Tenant’s requirements, except for any actual damage
      suffered by Tenant by reason of any such failure, inadequacy or defect caused
      by
      Landlord’s gross negligence or willful misconduct, and then only after prior
      actual notice has been given to Landlord as provided in Article 24.

     

    B.  In
      addition to the foregoing, Landlord shall have the right on fifteen (15) days’
prior notice to Tenant (whenever possible) to “shut down” electrical energy to
      the Demised Premises when necessitated by the need for repairs, alterations,
      connections or reconnections, with respect to the Building electrical system
      (singularly or collectively, “Electrical Work”), regardless of whether the need
      for such Electrical Work arises in respect of the Demised Premises, any other
      tenant space, or any Building common areas. Landlord may not, however, shut
      down
      Tenant’s electrical energy for such Electrical Work during business hours unless
      such Electrical Work shall be required because of an emergency or required
      by
      the electric energy provider servicing the Building. Landlord shall have no
      liability to Tenant for any loss, damage, or expense which Tenant may sustain
      due to such “shut down” or Electrical Work.

     

    7.4  The
      term
“Electric Rates” shall be deemed to mean the rates at which Landlord purchases
      electrical energy from the utility company or other provider supplying
      electrical service to the Building, including any surcharges or charges
      incurred, or utility taxes or sale taxes or other taxes payable by or imposed
      upon Landlord in connection therewith, or increase thereof by reason of fuel
      adjustment or any substitutions for such Electric Rates or additions thereto.
      Landlord and Tenant acknowledge that they understand that the electric rates,
      charges, taxes and other costs may be changed by virtue of peak demand,
      time-of-day rates, or other methods of billing, and that the foregoing reference
      to changes in methods or rules of billing is intended to include any such
      change.

     

    7.5  Provided
      that Landlord does not act in a discriminatory manner towards Tenant, Landlord
      reserves the right to terminate the furnishing of electrical energy at any
      time,
      upon thirty (30) days’ notice to Tenant unless such notice is not feasible under
      the circumstances, in which event Landlord will give Tenant such reasonable
      notice as is possible. If Landlord shall so discontinue the furnishing of
      electrical energy, (a) Tenant shall arrange to obtain electrical energy directly
      from the utility company or other provider furnishing electrical energy to
      the
      Building, (b) Landlord shall permit the existing feeders, risers, wiring and
      other electrical facilities serving the Demised Premises to be used by Tenant
      for such purpose to the extent that they are available, suitable and safe,
      (c)
      from and after the effective date of such discontinuance Landlord shall not
      be
      obligated to furnish electric energy to Tenant, (d) such discontinuance shall
      be
      without liability of Landlord to Tenant, and (e) if Landlord shall discontinue
      the furnishing of electrical energy as a result of any legal requirement or
      insurance requirement, Landlord shall, at Tenant’s expense, install and maintain
      at locations in the Building selected by Landlord any necessary electrical
      meter
      equipment, panel boards, feeders, risers, wiring and other conductors and
      equipment which may be required to obtain electrical energy directly from the
      utility company or other provider supplying the same. Landlord, at its option,
      before commencing any work to be paid for by Tenant hereunder or at any time
      thereafter, may require Tenant to furnish to Landlord such security, whether
      by
      surety bond issued by a corporation satisfactory to Landlord, in form and amount
      and licensed to do business in New York State or otherwise, as Landlord shall
      deem necessary to assure the payment for such work by Tenant. 

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    7.6  In
      the
      event that any tax shall be imposed upon Landlord’s receipts from the sale, use
      or resale of electrical energy to Tenant, the pro rata share allocable to the
      electrical energy service received by Tenant shall be passed onto, included
      in
      the bill of, and paid by Tenant if and to the extent not prohibited by
      law.

     

    7.7  Landlord
      may, at Landlord’s option, furnish and install all replacement lighting, tubes,
      lamps, starters, bulbs and ballasts required in the Demised Premises and Tenant
      shall pay to Landlord (or its designated contractor) upon demand the then
      established charges therefor as additional rent on demand.

     

    ARTICLE
      8

     

    ASSIGNMENT,
      SUBLETTING, MORTGAGING

     

    8.1  A.
      Tenant
      or
      its legal representatives will not by operation of law or otherwise, assign
      (in
      whole or in part), mortgage or encumber this Lease, or sublet or permit the
      Demised Premises or any part thereof to be used or occupied by others, without
      Landlord’s prior written consent in each instance. The consent by Landlord to
      any assignment or subletting, whether by Tenant or any other tenant in the
      Building, shall not be a waiver of or constitute a diminution of Landlord’s
      right to withhold its consent to any other assignment or subletting and shall
      not be construed to relieve Tenant from obtaining Landlord’s express written
      consent to any other or further assignment or subletting. Such reasonable
      attorneys’ fees as may be incurred by Landlord in connection with Tenant’s
      request for consent to an assignment or subletting shall be paid by
      Tenant.

     

    B.  If
      Tenant
      or its legal representatives desires to assign this Lease or sublet all or
      any
      portion of the Demised Premises, Tenant shall promptly notify Landlord in
      writing of its desire to assign or sublet. Upon obtaining a proposed assignee
      or
      subtenant upon acceptable terms, Tenant shall submit to Landlord in
      writing:

     

    
      	(i)  	
              the
                name and address of the proposed assignee or
                sublessee;

            


    

     

    
      	(ii)  	
              the
                terms of the proposed assignment or
                sublease;

            


    

     

    
      	(iii)  	
              the
                nature and character of the business which the proposed assignee
                or
                sublessee will conduct in the Demised
                Premises;

            


    

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    
      	(iv)  	
              if
                the proposed assignee or sublessee is a non-publicly corporation,
                the
                names and addresses of all directors and officers thereof and the
                names
                and addresses of each stockholder who or which has beneficial ownership
                of
                twenty percent (20%) or more of the proposed assignee or sublessee
                entity,
                setting forth for each such stockholder his, her or its percentage
                of such
                beneficial ownership; if a partnership, joint venture or other business
                or
                unincorporated association, the name and address of each general
                partner
                (and limited partner, if any), joint venturer or member thereof,
                who or
                which has beneficial ownership of twenty percent (20%) or more of
                the
                proposed assignee or sublessee entity, setting forth for each such
                general
                partner, limited partner, joint venturer and member his, her or its
                percentage of such beneficial
                ownership;

            


    

     

    
      	(v)  	
              a
                complete financial statement (not more than 12 months old), for the
                proposed assignee or sublessee, certified by certified public accountants
                regularly employed by the proposed assignee or sublessee, together
                with a
                more current interim financial statement for the proposed assignee
                or
                sublessee, if available;

            


    

     

    
      	(vi)  	
              the
                names and business experience of the management level personnel of
                the
                proposed assignee or sublessee who will be active in the actual day
                to day
                operation of the business to be continued in the Demised Premises
                by the
                proposed assignee or sublessee and their respective percentages of
                beneficial ownership in the proposed assignee or
                sublessee;

            


    

     

    
      	(vii)  	
              an
                executed copy of the proposed assignment or sublease (which is conditioned
                upon Landlord’s rights and consent as provided in this Article 8);
                and

            


    

     

    
      	(viii)  	
              any
                other information concerning the assignment or sublease which Landlord
                may
                reasonably request.

            


    

     

    Landlord
      shall have the option to be exercised within thirty (30) days from the
      submission of the aforesaid information: (i) to cancel this Lease with respect
      to the space to be sublet for the duration of the proposed sublease; or (ii)
      to
      require Tenant to execute and deliver an assignment or sublease to Landlord
      (or
      its designee) upon the same terms as submitted by Tenant to Landlord, except
      that Landlord shall have the unrestricted right to assign or sublet and/or
      alter
      the space. In the event of a proposed assignment, or of a proposed sublease
      which, in the aggregate with all other subleases, demises fifty percent (50%)
      or
      more of the Demised Premises, Landlord shall have the further option to be
      exercised within the said thirty (30) day period, to cancel and terminate this
      Lease effective on the date of Tenant’s proposed assignment or sublease, in
      which event this Lease and the term hereof shall expire and terminate on that
      date as if it were the date herein fixed for the termination and expiration
      of
      the term of this Lease. Tenant may not assign all or any part of this Lease,
      nor
      sublet all or any part of the Demised Premises, if Tenant is in monetary or
      material non-monetary default beyond any applicable notice and grace periods
      under this Lease. In addition, Tenant may not request Landlord to consider
      and/or approve any proposed assignment or subletting if Tenant is in default
      under this Lease. In the event that Tenant proposes to sublet a portion of
      the
      Demised Premises, such portion must be configured in such a way that it may
      be
      legally separated from the balance of the Demised Premises with direct access
      to
      the elevators, stairs and restrooms on the floor on which the space is located,
      and if Landlord exercises either of its options set forth above in this
      paragraph as to such space, then at Landlord’s option, either (a) Landlord, at
      Tenant’s expense, shall perform such alterations as shall be required in order
      to so separate such space from the balance of the Demised Premises and to
      provide such access to such portions of the floor in question or (b) prior
      to
      the date on which Tenant’s proposed sublease would have commenced, Tenant, at
      its expense, shall perform such alterations (it being understood that such
      alterations shall be subject to all of the terms and conditions of this Lease,
      including without limitation Article 13). Landlord shall have no obligation
      to
      restore any such alterations.

     

    
      
        
        

      

      
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    C.  If
      Tenant
      has complied with the provisions of Section 8.1B and Landlord has not exercised
      either of its foregoing options within the time set forth above, its consent
      to
      the proposed assignment or subletting shall not be unreasonably withheld;
      provided, however, that it may withhold consent thereto if in the reasonable
      exercise of its judgment it determines that:

     

    (1)  The
      financial condition and general reputation for good character of the proposed
      assignee or sublessee are insufficient or not consistent with the obligation
      and
      responsibility undertaken by the proposed assignment or sublease;
      or

     

    (2)  The
      proposed business to be conducted in the Demised Premises is not appropriate
      for
      the Building or in the keeping with the character of the existing tenancies
      or
      permitted by this Lease, or the use is not expressly permitted by this Lease;
      or

     

    (3)  The
      nature of the occupancy of the proposed assignee or sublessee will cause a
      greater density of employees or traffic or make greater demands on the
      Building’s services or facilities than that made by Tenant; or

     

    (4)  Tenant
      has made assignments or sublettings which have changed the configuration of
      the
      Demised Premises; or

     

    (5)  Tenant
      proposes to assign or sublet to one who at the time is a tenant (or subsidiary
      or affiliate of a tenant) or to a person in possession of premises in the
      Building, or another building owned by Landlord or the managing agent of the
      Building or an entity affiliated with Landlord or the entity managing the
      Building or to one with whom Landlord is negotiating for a lease or sublease
      for
      space in any building owned by Landlord or an entity affiliated with Landlord;
      or

     

    (6)  The
      assignee or sublessee shall have or enjoy diplomatic immunity; or

     

    (7)  Such
      proposed subletting would result in the
      Demised Premises being divided; or

     

    (8)  Any
      combination of the foregoing conditions exist.

     

    8.2  If
      this
      Lease shall be assigned or sublet in accordance with this Article, such assignee
      or sublessee shall not be permitted to further assign or sublet in whole or
      in
      part.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    8.3  If
      this
      Lease shall be assigned, or if the Demised Premises or any part thereof be
      sublet or occupied by any person or persons other than Tenant, Landlord may,
      after default by Tenant, collect rent from the assignee, sublessee or occupant
      and apply the net amount collected to the rent herein reserved, but no such
      assignment, subletting, occupancy or collection of rent shall be deemed a waiver
      of the covenants in this Article, nor shall it be deemed acceptance of the
      assignee, sublessee or occupant as a tenant, or a release of Tenant from the
      full performance by Tenant of all the terms, conditions and covenants of this
      Lease.

     

    8.4  Each
      permitted assignee or transferee shall assume and be deemed to have assumed
      this
      Lease and shall be and remain liable jointly and severally with Tenant for
      the
      payment of the Fixed Rent and additional rent and for the due performance of
      all
      the terms, covenants, conditions and agreements herein contained on Tenant’s
      part to be performed for the term of this Lease. No assignment shall be
      effective unless Tenant shall promptly deliver to Landlord a duplicate original
      of the instrument of assignment, in form reasonably satisfactory to Landlord,
      containing a covenant of assumption by the assignee of all of the obligations
      aforesaid and shall obtain from Landlord the aforesaid written consent, prior
      thereto.

     

    8.5  Notwithstanding
      any provision of this Lease to the contrary, fifty percent (50%) of any rentals
      and/or consideration paid or payable by the assignee or sublessee in excess
      of
      the rentals (pro-rated on a square foot basis if the sublease is for less than
      all of the Demised Premises) reserved and/or payable under this Lease shall
      be
      paid by Tenant as and when received by Tenant to Landlord as additional rent,
      deducting from such excess, the reasonable expenses proven to have been incurred
      by Tenant in effecting the assignment or sublease, appropriately pro rated
      (if a
      sublease) over the term of the sublease. Said reasonable expenses shall include,
      but not be limited to, brokerage fees, attorneys’ fees and disbursements,
      advertising costs, reasonable concessions to the assignee or sublessee,
      including, without limitation, free rent or work contributions to the assignee
      or subtenant, and the costs incurred in connection with alterations, decorations
      and installations made by Tenant pursuant to its subject assignment or sublease
      to prepare the space for occupancy by the assignee or sublessee.

     

    8.6  Anything
      herein contained to the contrary notwithstanding:

     

    (1)  Tenant
      shall not advertise (but may list with brokers) its space for assignment or
      subletting at a rental rate lower than the greater of the then Building rental
      rate for such space or the rental rate then being paid by Tenant to
      Landlord.

     

    (2)  A
      transfer of fifty percent (50%) or greater interest (whether stock, partnership
      or otherwise) of Tenant, or any permitted sublessee or assignee of this Lease,
      shall not be deemed to be an assignment of this Lease or such sublease under
      this Article 8 unless such transfer has no valid business purpose and is only
      being made to circumvent the provisions of this Article 8, in which event such
      transfer shall be deemed to be assignment of this Lease or such
      sublease.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    (3)  Notwithstanding
      anything to the contrary contained herein, Tenant may, without the consent
      of
      Landlord, (A) sublet the Demised Premises or any part thereof or assign this
      Lease to any Subsidiary, Parent Company or Affiliate of Tenant (as such terms
      are defined below) or (B) assign this Lease to any successor by merger or
      consolidation or to a purchaser of all or substantially all of Tenant’s assets
      or shares of interest in its general partner (such successor or purchaser being
      herein called a “Successor”), but only if (x) in the case of an assignment to a
      Successor, such Successor has a net worth (exclusive of intangibles, including,
      but not limited to, good will) on the date immediately following the effective
      date of such assignment computed in accordance with generally accepted
      accounting principles equal to or greater than the average net worth of Tenant
      (exclusive of intangibles, including, but not limited to, good will) during
      the
      twelve (12) month period immediately prior to the effective date of said
      assignment computed in accordance with generally accepted accounting principles,
      which in each case shall be evidenced by certified financial statements prepared
      by the party’s respective independent certified public accountants and (y) in
      the case of a merger, consolidation or transfer of assets, such merger,
      consolidation or transfer of assets is not effected for the primary purpose
      of
      transferring this Lease. For purposes of this Section, a “Subsidiary”, “Parent
      Company” and “Affiliate” of Tenant shall mean the following: (a) “Subsidiary”
shall mean any corporation or other business entity not less than 51% of whose
      outstanding capital and voting stock or, in the case of non-corporate business
      entity, its ownership interests, shall, at the time, be owned directly or
      indirectly, by Tenant; (b) “Parent Company” shall mean any corporation which
      shall own, directly or indirectly, at least 51% of the outstanding capital
      and
      voting stock of Tenant at the time; and (c) “Affiliate” shall mean any entity
      which, directly or indirectly, controls or is controlled by or is under common
      control with Tenant. For this purpose, “control” shall mean the possession,
      directly or indirectly, of the power to direct or cause the direction of the
      management and policies of such corporation, whether through the ownership
      of
      voting securities or by contract or otherwise. No such assignment or sublease
      shall be permitted or effective if Tenant is then in monetary or non-monetary
      default under this Lease beyond applicable periods of notice and grace and
      unless (i) Tenant gives Landlord at least ten (10) days’ prior written notice of
      such assignment or sublease, and in the case of an assignment to a Successor,
      such notice shall be accompanied by proof reasonably acceptable to Landlord
      that
      the net worth of Tenant and such assignee is in compliance with the terms of
      this Subsection 8.6(3), (ii) in the case of an assignment or subletting to
      a
      Subsidiary, Parent Company or Affiliate, (a) proof reasonably acceptable to
      Landlord that such assignee or sublessee (as the case may be) is then a
      Subsidiary, Parent Company or Affiliate of Tenant and (b) such assignee or
      sublessee (as the case may be) remains a Subsidiary, Parent Company or Affiliate
      of Tenant throughout the term of this Lease or the sublease; it being agreed
      that the rights granted to Tenant pursuant to this Subsection 8.6(3) shall
      only
      be for so long as such assignee or sublessee (as the case may be) shall remain
      a
      Subsidiary, Parent Company or Affiliate of Tenant and at such time as such
      assignee or sublessee (as the case may be) shall no longer be a Subsidiary,
      Parent Company or Affiliate of Tenant, the rights accorded to Tenant by this
      Subsection 8.6(3) shall not apply and Tenant shall promptly comply with all
      of
      the terms and conditions of this Article with respect to such assignment or
      subletting, (iii) such assignee assumes all of Tenant’s obligations hereunder,
      and (iv) Tenant gives Landlord a signed copy of the final assignment or sublease
      within ten (10) days after it is executed. No such assignment or sublease by
      Tenant shall be deemed to release Tenant from any of its obligations and
      liabilities hereunder, and such assignee shall execute an agreement, in form
      and
      substance satisfactory to Landlord, assuming all of Tenant’s obligations and
      liabilities hereunder. The recapture rights of Landlord set forth in Subsection
      8.1(B) hereof and the profit-share rights of Landlord set forth in Section
      8.5
      hereof shall not be applicable with respect to any assignment or sublease
      effected pursuant to the terms of this Subsection 8.6(3).

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    8.7  With
      respect to each and every sublease or subletting authorized by Landlord under
      the provisions of this Lease, it is further agreed as follows:

     

    (a)  no
      subletting shall be for a term ending later than one day prior to the Expiration
      Date of this Lease;

     

    (b)  no
      sublease shall be valid, and no sublessee shall take possession of the Demised
      Premises or any part thereof, until an executed counterpart of such sublease
      has
      been delivered to Landlord and approved by Landlord (where such approval is
      required);

     

    (c)  each
      sublease shall provide that it is subject and subordinate to this Lease and
      to
      the matters to which this Lease is or shall be subordinate, and that, in the
      event of termination, re-entry or dispossess by Landlord under this Lease,
      Landlord may, at its option, either terminate such sublease or take over all
      of
      the right, title and interest of Tenant, as sublessor, under such sublease,
      and
      such sublessee shall, at Landlord’s option, attorn to Landlord pursuant to the
      then executory provisions of such sublease, except that Landlord shall not
      (i)
      be liable for any previous act or omission of Tenant under such sublease, (ii)
      be subject to any offset, not expressly provided in such sublease, which
      theretofore accrued to such subtenant against Tenant, or (iii) be bound by
      any
      previous modification of such sublease or by any previous prepayment of more
      than one month’s rent.

     

    8.8  Notwithstanding
      anything herein to the contrary, Tenant may, provided Tenant is not in default,
      without Landlord’s consent but only upon prior written notice to Landlord, which
      notice shall name the new occupant, describe the area so licensed and describe
      in reasonable detail the business relationship between Tenant and such entity,
      license space to attorneys, accountants, clients and professionals or other
      business executives with whom Tenant conducts business on a continuing basis
      and
      whose services are supportive of Tenant’s business, (a “Proposed Licensee”),
      provided that, (i) this Lease shall then be in full force and effect, Tenant
      shall not then be in default under this Lease, and Lev Pharmaceuticals, Inc.
      shall then be the Tenant under this Lease and shall occupy the Demised Premises
      simultaneously with the Proposed Licensee; (ii) the Proposed Licensee shall
      use
      the Demised Premises in conformity with all applicable provisions of this Lease
      and its use of the Demised Premises shall be subject and subordinate to the
      terms and conditions of this Lease; (iii) in no event shall the use of any
      portion of the Demised Premises by the Proposed Licensee create or be deemed
      to
      create any right, title or interest in or to the Demised Premises for the
      Proposed Licensee; (iv) the portion of the Demised Premises occupied by the
      Proposed Licensee and the portion of the Demised Premises occupied by Tenant
      shall not be, and shall not be required by law to be, separated by demising
      walls so as to create separate entrances from the elevator landing or public
      corridors; (v) Proposed Licensees shall not be permitted to occupy more than
      two
      (2) desks in the Demised Premises in the aggregate; (vi) Tenant may not enter
      into any written agreement with a Proposed Licensee that violates or is
      inconsistent with the requirements and restrictions of this Section 8.8 and
      (vii) at least ten (10) days prior to the Proposed Licensee taking occupancy
      of
      a portion of the Demised Premises, Landlord must receive from Tenant the license
      agreement in the form attached hereto as Exhibit
      I,
      duly
      completed and executed by Tenant and the Proposed Licensee, as well as any
      other
      written agreement between Tenant and the Proposed Licensee regarding the
      Proposed Licensee’s occupancy of a portion of the Demised Premises. If Tenant
      allows a Proposed Licensee to occupy the Demised Premises in violation of the
      restrictions in this Section 8.8, such allowance shall constitute a default
      under this Lease. No Proposed Licensee shall have any signage rights hereunder,
      unless otherwise approved by Landlord. Any such approved signage shall be
      Building Standard and at Tenant’s sole cost and expense. All Proposed Licensee’s
      use of the Demised Premises shall be in conformance with standards of good
      character consistent with the Building.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    ARTICLE
      9

     

    SUBORDINATION,
      NON-DISTURBANCE, ESTOPPEL CERTIFICATE

     

    9.1  INTENTIONALLY
      OMITTED.

     

    9.2  This
      Lease is and shall be subject and subordinate in all respects to any ground
      leases, overriding leases and underlying leases of the Land and/or the Building
      now or hereafter existing and to all mortgages which may now or hereafter affect
      the Land and/or the Building and/or such leases, to each and every advance
      made
      or hereafter to be made under such mortgages and to all renewals, modifications,
      consolidations, replacements and extensions of such leases or mortgages. This
      section shall be self-operative and no further instrument of subordination
      shall
      be required. In confirmation of such subordination, Tenant agrees to promptly
      execute and deliver any instrument that Landlord, the lessor of any such lease
      or the holder of any such mortgage or any of their respective successors in
      interest may reasonably request to evidence such subordination, and Tenant
      hereby irrevocably appoints Landlord the attorney-in-fact of Tenant to execute
      and deliver such instrument on behalf of Tenant, should Tenant refuse or fail
      to
      do so promptly after request. The leases to which this Lease is, at the time
      referred to, subject and subordinate pursuant to this Article are hereinafter
      sometimes called “superior leases”, and references to the lessors of superior
      leases are intended to include the successors in interest of the lessors of
      superior leases and their successors in interest as may be appropriate. The
      mortgages to which this Lease is, at the time referred to, subject and
      subordinate are hereinafter sometimes collectively called “superior mortgages”,
      and references to the mortgagees of superior mortgages are intended to include
      the successors in interest of the mortgagees of superior mortgages and their
      successors in interest as may be appropriate.

     

    Pursuant
      to Section 4.1.9(a)(iii) of the Loan Agreement dated November 27, 2002 between
      Landlord and UBS Warburg Real Estate Investments Inc. (“Lender”), this Lease
      shall be subordinate to (i) the Mortgage, Assignment of Leases and Rents and
      Security Agreement between Landlord and Lender, dated November 27, 2002 (the
      “Mortgage”) and (ii) the Assignment of Leases and Rents between Landlord and
      Lender dated November 27, 2002. In the event of such foreclosure of the
      Mortgage, Tenant shall attorn to Lender or the purchaser of the
      property.

     

    9.3  In
      the
      event of any act or omission of Landlord which 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 (i) until it has given written notice of such act or omission to the
      holder of each superior mortgage and the lessor of each superior lease whose
      name and address shall previously have been furnished to Tenant in writing,
      and
      (ii) unless such act or omission shall be one which is not capable of being
      remedied by Landlord or such mortgage holder or lessor within a reasonable
      period of time, 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 holder or lessor shall have become entitled under such superior
      mortgage or superior lease, as the case may be, 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 holder or lessor shall with due diligence give
      Tenant written notice of intention to, and commence and continue to, remedy
      such
      act or omission.

     

    
      
        
        

      

      
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    9.4  In
      the
      event of the enforcement by the holder of any mortgage of the remedies provided
      for by law or by any security instrument, Tenant will, upon request of any
      person succeeding to the interest of Landlord as a result of such enforcement,
      automatically become Tenant of said successor in interest, without change in
      the
      terms or other provisions of this Lease; provided, however, that said successor
      in interest shall not be bound by (i) any payment of Fixed Rent or additional
      rent for more than one month in advance, except prepayments in the nature of
      security for the performance by Tenant of its obligations under this Lease
      to
      the extent actually delivered to such successor, (ii) any amendment or
      modification of this Lease (other than amendments or modifications specifically
      provided for and allowed by this Lease) made without the consent of the holder
      of such mortgage or such successor in interest is such mortgage existed when
      the
      amendment or modification was entered into and Tenant had been given notice
      thereof, (iii) any obligation or liability of Landlord thereunder arising prior
      to the date the holder of such mortgage shall succeed to the interest of
      Landlord, (iv) any offset or defense which Tenant may have against any prior
      landlord, or (v) any work or payment obligation of Landlord. Upon request by
      said successor in interest, Tenant shall execute and deliver an instrument
      or
      instruments confirming such attornment. Anything to the contrary in the
      foregoing notwithstanding, any cancellation, abridgment, surrender, modification
      or amendment of this Lease, without the prior written consent of the holder
      of
      any superior mortgage, except as may be permitted by the provisions of any
      such
      superior mortgage or assignment of leases and rents granted in connection with
      such superior mortgage shall be voidable as against the holder of the superior
      mortgage, at its option.

     

    9.5  If,
      in
      connection with obtaining financing (or condominiumizing) for the Land and/or
      Building, or of any ground or underlying lease, a banking, insurance or other
      recognized institutional lender shall request reasonable modifications in this
      Lease as a condition to such financing (or condominiumizing), Tenant will not
      unreasonably withhold, delay or defer its consent thereto, provided that such
      modifications do not increase the obligations of Tenant hereunder or materially
      adversely affect the leasehold interest hereby created or Tenant’s use and
      enjoyment of the Demised Premises.

     

    9.6  Tenant
      agrees, at any time and from time to time, upon not less than ten (10) days’
prior notice by Landlord, to execute, acknowledge and deliver to Landlord,
      a
      statement in writing addressed to Landlord and any mortgagee 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), stating the dates to which the Fixed Rent, additional rental
      and other charges have been paid, stating whether or not to the best knowledge
      of the signer of such certificate, there exists any default in the performance
      of any covenant, agreement, term, provision or condition contained in the Lease,
      and, if so, specifying each such default of which the signer may have knowledge,
      and certifying as to such other matters as Landlord, any mortgagee or any ground
      lessor may reasonably request, it being intended that any such statement
      delivered pursuant hereto may be relied upon by Landlord and by any mortgagee,
      prospective mortgagee of any mortgage affecting the Building or the Building
      and
      the Land, any mezzanine lender or prospective mezzanine lender and by any
      landlord under a ground or underlying lease affecting the Land or Building,
      or
      both.

     

    
      
        
        

      

      
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    9.7  Tenant
      agrees to submit to Landlord on or before April 15 in each calendar year a
      copy
      of the latest annual financial statements of Tenant (and any guarantor of
      Tenant’s obligations under this Lease), certified by Tenant’s independent
      certified public accountant firm.

     

    ARTICLE
      10

     

    ENTRY;
      RIGHT TO CHANGE

    PUBLIC
      PORTIONS OF THE BUILDING

     

    10.1  Tenant
      shall permit Landlord to erect, use and maintain pipes and conduits in and
      through the Demised Premises. Landlord or its agents or designees shall have
      the
      right to enter the Demised Premises in an emergency at any time, and, at other
      reasonable times, upon reasonably prior notice, for the purpose of making such
      repairs or alterations to the Demised Premises as Landlord may deem necessary
      and reasonably desirable or that Landlord shall otherwise have the right to
      make
      pursuant to the provisions of this Lease or any other lease for premises in
      the
      Building. Landlord shall be allowed to take all material into and upon the
      Demised Premises that may be required for the repairs or alterations above
      mentioned without the same constituting an eviction of Tenant in whole or in
      part and the rent reserved shall in no wise abate, except as otherwise provided
      in this Lease, while said repairs or alterations are being made. Landlord shall
      use commercially reasonably efforts to complete any such work in a manner
      minimizing disruption of Tenant’s use of the Demised Premises during business
      hours, however, in no event shall Landlord be required to employ any “overtime”
labor or pay any “overtime” or other premium pay rate in connection with such
      work.
      Throughout
      the term and, subject to the foregoing, Landlord also shall have the right
      to
      enter the Demised Premises for the purpose of inspecting them or exhibiting
      them
      to prospective purchasers or lessees of the Building or to prospective
      mortgagees or to prospective assignees of any such mortgagees. During the twelve
      (12) months prior to the expiration of the term of this Lease, Landlord may
      exhibit the Demised Premises to prospective tenants. In addition, in the event
      that at any time during the term of this Lease, Tenant shall be in default
      beyond any applicable grace or notice period in the payment of Fixed Rent or
      additional rent Tenant under this Lease or if Landlord shall obtain a judgment
      against Tenant as a result of Tenant’s default under this Lease, Landlord shall
      have the right to enter the Demised Premises at any time, whether or not Tenant
      or its agent or representative is present, for the purpose of showing same
      to
      prospective tenants. If Tenant is not present to open and permit an entry into
      the Demised Premises, Landlord or Landlord’s agents may enter the same whenever
      such entry may be necessary or permissible by master key and, provided
      reasonable care is exercised to safeguard Tenant’s property, such entry shall
      not render Landlord or its agents liable therefor, nor in any event shall the
      obligations of Tenant hereunder be affected. If during the last month of the
      term Tenant shall have removed all or substantially all of Tenant’s property
      therefrom Landlord may immediately enter, alter, renovate or redecorate the
      Demised Premises without limitation or abatement of rent, or incurring liability
      to Tenant for any compensation and such act shall have no effect on this lease
      or Tenant’s obligations hereunder.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    10.2  Landlord
      shall have the right at any time without thereby creating an actual or
      constructive eviction or incurring any liability to Tenant therefor, to change
      the arrangement or location of entrances, passageways, doors and doorways,
      corridors, stairs, toilets and other like public service portions of the
      Building.

     

    10.3  Landlord
      shall have the right at any time to name the Building for any person(s) or
      tenant(s) and to change any and all such names at any time
      thereafter.

     

    10.4  Tenant
      acknowledges that Landlord may, at any time and from time to time during the
      term of this Lease, perform substantial renovation work in and to the Building
      and/or the mechanical systems serving the Building (which work may include,
      but
      need not be limited to, the repair and/or replacement of the Building’s exterior
      facade, setbacks, exterior window glass, elevators, electrical systems, heating,
      air conditioning and ventilating systems, plumbing system, common areas (such
      as
      hallways, restrooms, etc.) and/or lobby), any of which work may require access
      to the same from within the Demised Premises. Landlord shall use reasonable
      efforts (without being obligated to employ overtime labor or to incur any
      extraordinary costs in connection therewith) to minimize any interference with
      Tenant’s use of the Demised Premises for the purposes permitted under this Lease
      that may be caused by such work. Tenant hereby accepts such conditions as
      modifications and limitations on its right to use the Demised
      Premises.

     

    ARTICLE
      11

     

    LAWS,
      ORDINANCES,

    REQUIREMENTS
      OF PUBLIC AUTHORITIES

     

    11.1  Tenant
      shall, at its expense, comply with all laws, orders, ordinances and regulations
      of Federal, State, County and Municipal authorities including, but not limited
      to, the Americans with Disabilities Act, Title III, 42 U.S.C.S. § 12181-12189
      and with any direction made pursuant to law or any public officers which shall,
      with respect to the occupancy, use or manner of use of the Demised Premises
      or,
      with respect to the Building if arising out of Tenant’s use or manner of use of
      the Demised Premises or the Building (including the use permitted under this
      Lease) or to any abatement of nuisance, impose any violation, order or duty
      upon
      Landlord or Tenant arising from Tenant’s occupancy, use or manner of use of the
      Demised Premises or any installations made therein by or at Tenant’s request or
      required by reason of a breach of any of Tenant’s covenants or agreements
      hereunder.

     

    11.2  If
      Tenant
      receives written notice of any violation of law, ordinance, rule, order or
      regulation applicable to the Demised Premises, it shall give prompt notice
      thereof to Landlord.

     

    
      
        
        

      

      
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    11.3  Except
      as
      aforesaid, Landlord shall, at its expense comply with or cause to be complied
      with, all laws, orders, ordinances and regulations of Federal, State, County
      and
      Municipal authorities and any direction, made pursuant to law, of any public
      officer or officers which shall, with respect to the public portions of the
      Building, or which affect Tenant’s use or enjoyment of, or access to, the
      Demised Premises, impose any violation, order or duty upon Landlord or Tenant
      and with respect to which Tenant is not obligated by Section 11.1 to comply.
      Landlord may at its expense contest the validity of any such law, ordinance,
      rule, order or regulation.

     

    ARTICLE
      12

     

    REPAIRS

     

    12.1  Tenant
      shall take good care of the Demised Premises and the fixtures and appurtenances
      therein and at its sole cost and expense make all repairs thereto as and when
      needed to preserve them in good working order and condition. All damage or
      injury to (a) the Demised Premises, whether structural or non-structural, and
      to
      its fixtures, glass, appurtenances and equipment or (b) to the Building, or
      to
      its fixtures, glass, appurtenances and equipment that is in either case of
      (a)
      or (b), (i) caused by Tenant moving property in or out of the Building or (ii)
      by (x) installation or removal of furniture, fixtures or other property, or
      (y)
      resulting from fire, explosion, air-conditioning unit or system, short circuits,
      flow or leakage of water, steam, illuminating gas, sewer gas, sewerage or odors
      or by frost or by bursting or leaking of pipes or plumbing works or gas, or
      from
      any other cause of any other kind or nature whatsoever due to carelessness,
      omission, neglect, improper conduct or other cause of Tenant, its servants,
      employees, agents, visitors or licensees, shall be repaired, restored or
      replaced promptly by Tenant at its sole cost and expense to the satisfaction
      of
      Landlord. All aforesaid repairs, restorations and replacements shall be in
      quality and class equal to the original work or installations and shall be
      done
      in a good and workmanlike manner. If Tenant fails to make such repairs,
      restorations or replacements, same may be made by Landlord at expense of Tenant
      and all sums so spent and expenses incurred by Landlord shall be collectible
      as
      additional rent and shall be paid by Tenant within twenty (20) days after
      rendition of a bill or statement therefor. Tenant shall promptly make, at
      Tenant’s expense, all repairs in and to the Demised Premises for which Tenant is
      responsible, using only the contractor for the trade or trades in question,
      selected only from Landlord’s approved contractors, a current listing of which
      is set forth on Exhibit
      E
      attached
      hereto. Any other repairs in or to the Building or the facilities and systems
      thereof for which Tenant is responsible shall be performed by Landlord at
      Tenant’s expense.

     

    12.2  Landlord
      shall, at its expense, make all repairs and replacements, structural and
      otherwise, necessary or desirable in order to keep in good order and repair
      the
      exterior of the Building and the public portions of the Building the need for
      which Landlord may have knowledge (including the public halls and stairways,
      plumbing, wiring and other Building equipment for the general supply of water,
      heat, air-conditioning, gas and electricity) except repairs hereinabove provided
      to be made by Tenant. Tenant agrees to notify Landlord of the necessity of
      repairs of which Tenant may have knowledge, for which Landlord may be
      responsible under the provisions of the preceding sentence. There shall be
      no
      allowance to Tenant for diminution of rental value and no liability on the
      part
      of Landlord by reason of inconvenience, annoyance or injury to business arising
      from Landlord or others making repairs, alterations, additions or improvements
      in or to any portion of the Building or the Demised Premises or in and to the
      fixtures, appurtenances or equipment thereof. It is specifically agreed that
      Tenant shall not be entitled to any setoff or reduction of rent by reason of
      any
      failure of Landlord to comply with the covenants of this Article or any other
      Article of this Lease. Tenant agrees that Tenant’s sole remedy at law in such
      instance will be by way of an action for damages for breach of contract. The
      provisions of this Article 12 shall not apply in the case of fire or other
      casualty which are dealt with in Article 17 hereof.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      13

     

    ALTERATIONS;
      FIXTURES

     

    13.1  Except
      as
      otherwise expressly provided herein, Tenant shall make no alterations,
      decorations, installations, additions or improvements in or to the Demised
      Premises or the electrical, plumbing, mechanical or heating, ventilating and
      air-conditioning systems serving the Demised Premises, including but not limited
      to, a water cooler (other than a cooler for drinking), an air-conditioning
      or
      cooling system, mechanical or electrical equipment, or any unit or part thereof
      or other apparatus of like or other nature, without Landlord’s prior written
      consent, which consent shall not be unreasonably withheld, delayed or
      conditioned, and then only by contractors or mechanics approved by Landlord,
      such approval not to be unreasonably withheld, delayed or conditioned; provided
      however, that no such consent shall be required if such alterations are merely
      decorative in nature (e.g., finishes, painting, carpeting, wall covering and
      furniture systems that do not effect the Building’s electrical systems or
      equipment) and do not effect any base building systems (e.g., HVAC, life safety,
      electrical, etc.) and would not, in Landlord’s reasonable determination, cost
      more than Twenty Five Thousand Dollars ($25,000). All such work, alterations,
      decorations, installations, additions or improvements, whether or not the same
      shall require Landlord’s consent, shall be done at Tenant’s sole expense and at
      such times and in such manner as Landlord may from time to time reasonably
      designate and in full compliance with (i) all governmental bodies having
      jurisdiction thereover, (ii) all insurance requirements and (iii) Building
      Rules
      and Regulations and Building Rules and Regulations for Tenant Alterations
      attached hereto as Exhibit
      D
      and
Exhibit
      D-1
      respectively. As a condition precedent to Landlord’s consent to the making by
      Tenant of alterations, decorations, installations, additions or improvements
      to
      Demised Premises, Tenant agrees to obtain and deliver to Landlord a performance
      bond and a labor and materials payment bond issued by a surety company
      satisfactory to Landlord and licensed to do business in the State of New York,
      each in an amount equal to one hundred fifty percent (150%) of the cost of
      all
      work, labor, and such services to be performed and materials to be furnished
      in
      connection with such work, signed by such surety and a receipt of payment in
      full of the premium for such bond. Landlord and Landlord’s designees shall be
      obligee(s) or insured(s) under such surety bond. Notwithstanding the foregoing,
      if any mechanic’s lien is filed against the Demised Premises or the Building for
      work claimed to have been done for or materials claimed to have been furnished
      to Tenant, it shall be discharged by Tenant within ten (10) days thereafter,
      at
      Tenant’s expense, by filing the bond required by law or payment or otherwise. If
      Tenant fails to discharge such lien, then Landlord (upon ten (10) days’ prior
      notice to Tenant) shall have the right to discharge same (by filing the bond
      required by law or by payment in full of the mechanic’s lien or otherwise) and
      Landlord’s costs and expense in obtaining such discharge shall be repaid in full
      by Tenant to Landlord as additional rent within ten (10) days after written
      demand therefor. In addition, Tenant shall defend, save and hold Landlord
      harmless from any such mechanic’s lien or claim, including, without limitation,
      Landlord’s reasonable attorneys’ fees, costs and expenses. Landlord shall not be
      liable for any failure of any Building facilities or services including, but
      not
      limited to, the heating, ventilating and air-conditioning installations if
      any
      such failure is caused by any work, alterations, installations, additions and/or
      improvements performed by Tenant and Tenant shall correct any such faulty
      installation. Upon Tenant’s failure to correct same, Landlord may make such
      correction and charge Tenant for the cost thereof. Such sum due Landlord shall
      be deemed additional rent and shall be paid by Tenant promptly upon being billed
      therefor and unless so paid, Tenant shall also pay Landlord the then Interest
      Rate on such additional rent.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    13.2  Prior
      to
      commencing any work pursuant to the provisions of Section 13.1, Tenant shall
      furnish to Landlord:

     

    A.  Copies
      of
      all governmental permits and authorizations which may be required in connection
      with such work.

     

    B.  A
      certificate evidencing that Tenant (or Tenant’s contractors) has (have) procured
      the insurance required by the Rules and Regulations for Tenant Alterations
      attached hereto as Exhibit
      D-1.

     

    13.3  All
      alterations, decorations, installations, additions or improvements upon the
      Demised Premises, made by either party, including all paneling, decoration,
      partitions, railing, mezzanine floors, galleries and the like, affixed to the
      realty so that they cannot be removed without material damage, or for which
      Tenant has received a credit, shall, unless Landlord elects otherwise, become
      the property of Landlord and shall remain upon, and be surrendered with, the
      Demised Premises, as a part thereof, at the end of the term or renewal terms,
      as
      the case may be. In the event Landlord shall elect otherwise, then such
      alterations, decorations, installations, additions or improvements made by
      Tenant upon the Demised Premises as Landlord shall select (excluding any
      Supplemental Air-Conditioning System), shall be removed by Tenant and Tenant
      shall restore the Demised Premises to its original condition, reasonable wear
      and tear excepted, at its own cost and expense, at or prior to the expiration
      of
      the term
      provided, however,
      that so
      long as Tenant delivers a cover letter with its plans wherein it requests
      Landlord in bold,
      capital letters with a font size of not less than 14 point at the top
to
      identify specific improvements that Landlord will require removal and
      restoration by Tenant as set forth above, Landlord shall identify same during
      its review of Tenant’s plans. If Tenant fails to do so, then (a) Landlord shall
      remove such item(s) and repair any damage caused by such removal and restore
      the
      Demised Premises as set forth above, (b) Tenant shall reimburse Landlord within
      thirty (30) days following written demand for Landlord’s reasonable costs of
      such removal and/or restoration, (c) if Landlord is holding a Security Deposit
      under Article 29 of this Lease, Landlord shall retain such portion of that
      Security Deposit as Landlord deems reasonably necessary in order to secure
      Tenant’s payment obligations under clause (b) above (but the same shall not
      constitute a limit on Tenant’s obligation under such clause (b) above) and (d)
      the provisions of this sentence shall survive the expiration or earlier
      termination of this Lease. Where furnished by or at the expense of Tenant
      (except where same is a replacement of an item theretofore furnished and paid
      for by Landlord or against which Tenant has received a credit), all movable
      property, furniture, furnishings and trade fixtures, not affixed to the realty
      so that they can be removed without material damage shall remain the property
      of
      Tenant, shall be removed by Tenant on or before the expiration of the term
      or
      sooner termination thereof and, in case of damage by reason of their removal,
      Tenant shall repair any damage and restore the Demised Premises to good order
      and condition, reasonable wear and tear excepted. In case Tenant shall decide
      not to remove any part of such property, it shall notify Landlord in writing
      not
      less than sixty (60) days prior to the expiration of the term of this Lease
      specifying the items of property which it has decided not to remove. If within
      thirty (30) days after the service of such notice Landlord shall request Tenant
      to remove any of the said Tenant’s property, and/or if Landlord shall elect, not
      less than thirty (30) days prior to the expiration of this Lease, to require
      the
      removal of any alterations, decorations, installations, additions or
      improvements referred to above, Tenant shall at its expense, at or before the
      expiration of the term of this Lease, remove said property, and in case of
      damage by reason of such removal, restore the Demised Premises to good order
      and
      condition, reasonable wear and tear excepted. All property permitted or required
      to be removed by Tenant at the end of the term remaining in the Demised Premises
      after Tenant’s removal shall be deemed abandoned and may, at the election of
      Landlord, either be retained as Landlord’s property or may be removed from the
      Demised Premises by Landlord, at Tenant’s expense.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    13.4  A. 
      Before proceeding with any alteration and/or addition, Tenant shall submit
      to
      Landlord three copies of detailed plans and specifications therefor, for
      Landlord’s review and approval. In no event by reason thereof shall Tenant’s
      connected electrical load exceed the capacity of the distribution system in
      and
      to the Demised Premises.

     

    B.  Tenant
      shall promptly reimburse Landlord for all reasonable expenses incurred by
      Landlord in connection with (i) its decision and the decision of any superior
      lessor and superior mortgagee as to whether to approve the proposed alterations
      and/or additions and (ii) inspecting the alterations and/or additions to
      determine whether the same are being or have been performed in accordance with
      the approved plans and specifications therefor and with all legal requirements
      and insurance requirements, including the fees and expenses of any attorney,
      architect or engineer employed for such purpose. Landlord shall exercise its
      good faith efforts to obtain consents from any superior lessor and superior
      mortgagee. If such alterations and/or additions require consent by or notice
      to
      the superior lessor, or the superior mortgagee, Tenant, notwithstanding anything
      to the contrary contained in this Article, shall not proceed with the same
      until
      such consent has been received, or such notice has been given, as the case
      may
      be, and all applicable conditions and provisions of the superior lease and/or
      additions for which consent has been received shall be performed in accordance
      with the approved plans and specifications therefor, and no changes thereto
      shall be made without the prior consent of Landlord.

     

    C.  Tenant
      shall not be permitted to install and make part of the Demised Premises any
      materials, fixtures or articles which are subject to liens, chattel mortgages
      or
      security interests (as such term is defined in the Uniform Commercial Code
      as
      then in effect in New York) but Tenant shall be permitted to lease normal office
      equipment, e.g. typewriter, photocopy machines and telex machines, which are
      not
      to be built into the Demised Premises.

     

    D.  No
      alterations and/or additions shall be undertaken (i) except under the
      supervision of a licensed architect or licensed professional engineer
      satisfactory to Landlord and (ii) except after at least thirty (30) days’ prior
      notice to Landlord.

     

    13.5  All
      alterations and/or additions shall at all times comply with all legal
      requirements and insurance requirements and all rules and regulations including
      any Landlord may adopt with respect to the making of any improvements and shall
      be made at such times and in such manner as Landlord may from time to time
      direct. Tenant, at its expense, shall (a) obtain all necessary municipal and
      other governmental permits, authorizations, approvals and certificates for
      the
      commencement and prosecution of such alterations and/or improvements and for
      final approval thereof upon completion, (b) deliver three copies to Landlord
      and
      (c) cause all alterations and/or improvements to be performed in a good and
      first class workmanlike manner, using new materials and equipment at least
      equal
      in quality to the original installations of the Building or the then standards
      for the Building established by Landlord. All alterations and/or additions
      shall
      be promptly commenced and completed and shall be performed in such manner so
      as
      not to interfere with the occupancy of any other tenant nor delay or impose
      any
      additional expense upon Landlord in the maintenance, cleaning, repair, safety,
      management, or security of the Building (or the Building’s equipment) or in the
      performance of any improvements. If any additional expense is incurred Landlord
      may collect the same as additional rent from Tenant and Tenant’s failure to
      promptly pay the same when billed shall entitle Landlord to treat the
      non-payment thereof as a non-payment of rent under this Lease and until paid
      to
      Landlord such additional rent shall bear interest at the then Interest Rate.
      Upon completion of Tenant’s improvements, Tenant shall deliver a complete set of
“As-Built” drawings and plans to Landlord. No improvements shall involve the
      removal of any fixtures, equipment or other property in the Demised Premises
      which are not Tenant’s sole and exclusive property without Landlord’s prior
      written consent and unless they shall be promptly replaced, at Tenant’s expense,
      with fixtures, equipment or other property, of like utility and at least equal
      value (which thereupon shall become the property of Landlord). 

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    A.  Tenant,
      at its sole expense, promptly shall procure the cancellation or discharge of
      all
      notices of violation arising from or otherwise connected with its alterations
      and/or additions which shall be issued by any public authority having or
      asserting jurisdiction.

     

    B.  Only
      Landlord or persons first approved by Landlord shall be permitted to act as
      contractor for any work to be performed in accordance with this Article.
      Landlord reserves the right to exclude from the Building any person attempting
      to act as construction contractor in violation of this Article. In the event
      Tenant shall employ any contractor permitted in this Article, such contractor
      or
      any subcontractor may have use of the Building facilities subject to the
      provisions of this Lease and the Rules and Regulations governing construction.
      Tenant will advise Landlord of the names of any such contractor and
      subcontractor Tenant proposes to use in the Demised Premises at least thirty
      (30) days prior to the beginning of work by such contractor or
      subcontractor.

     

    C.  Tenant
      agrees that it will not at any time prior to or during the term of this Lease,
      either directly or indirectly employ or permit the employment of any contractor,
      mechanic or laborer, or permit any materials in the Demised Premises, if the
      use
      of such contractor, mechanic or laborer or such materials would, in Landlord’s
      sole and exclusive opinion, create any difficulty, work slowdown, sabotage,
      wild-cat strike, strike or jurisdictional dispute with other contractors,
      mechanics and/or laborers engaged by Tenant or Landlord or others, or would
      in
      any way disturb the peaceful and harmonious construction, maintenance, cleaning,
      repair, management, security or operation of the Building or any part thereof
      or
      in any other building owned by Landlord (or an affiliate of Landlord or
      co-venturer of Landlord). In the event of any interference or conflict, or
      perceived interference or conflict, Tenant, upon demand of Landlord, shall
      cause
      all contractors, mechanics or laborers, or all materials causing, in Landlord’s
      sole and exclusive opinion, such interference, difficulty or conflict, to leave
      or be removed from the Building immediately and Tenant does hereby agree to
      defend, save and hold Landlord harmless from any and all loss arising thereby,
      including, without limitation, any attorney’s fees and any claims made by
      contractors, mechanics and/or laborers so precluded from having access to the
      Building.

     

    D.  No
      approval of any plans or specifications by Landlord or consent by Landlord
      allowing Tenant to make any improvements or any inspection of improvements
      made
      by or for Landlord shall in any way be deemed to be an agreement by Landlord
      that the contemplated improvements comply with any legal requirements or
      insurance requirements or the certificate of occupancy for the Building nor
      shall it be deemed to be a waiver by Landlord of the compliance by Tenant of
      any
      provision of this Lease.

     

    E.  In
      making
      any alterations, installations, additions or improvements to the Demised
      Premises, (a) Tenant must comply with the Building Rules & Regulations For
      Tenant Alterations, a current listing of which is attached hereto as
Exhibit
      D-1,
      (b) all
      work and materials shall be at least equal to the Building Standards, a current
      listing of which is attached hereto as Exhibit
      E-1,
      and (c)
      Tenant shall use only Landlord’s approved contractors, a current listing of
      which is set forth on Exhibit
      E
      attached
      hereto.

     

    13.6  Notwithstanding
      anything to the contrary contained in this Article 13, in the event that
      Landlord conditions its consent to any Alterations upon Tenant’s removal of any
      installations made in connection therewith on or before the Expiration Date,
      then Tenant, at its sole cost and expense, shall remove all telephone, data
      and
      communications equipment, wiring and components thereof installed by or on
      behalf of Tenant, which are located inside and/or outside of the Demised
      Premises.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    ARTICLE
      14

     

    LANDLORD’S
      RIGHT TO PERFORM TENANT’S OBLIGATIONS

     

    14.1  If
      Tenant
      shall default in the observance or performance of any term or covenant on its
      part to be observed or performed under or by virtue of any of the terms or
      provisions in any Article of this Lease and such default is not cured after
      written notice and the applicable cure period, Landlord, without being under
      any
      obligation to do so and without thereby waiving such default, may remedy such
      default for the account and at the expense of Tenant. If Landlord makes any
      expenditures or incurs any obligations for the payment of money in connection
      therewith, including, but not limited to, reasonable attorney’s fees in
      instituting, prosecuting or defending any action or proceeding, such sums paid
      or obligations incurred with interest and costs shall be deemed to be additional
      rent hereunder and shall be paid to it by Tenant on demand. If the term of
      this
      Lease shall have expired or otherwise terminated at the time of making of such
      expenditures or incurring of such obligations, such sums shall be recoverable
      by
      Landlord, as damages.

     

    ARTICLE
      15

     

    NO
      LIABILITY OF LANDLORD

     

    15.1  Landlord
      or Landlord’s agents have made no representations or promises with respect to
      the Building, the Land or the Demised Premises except herein expressly set
      forth
      and no rights, easements or licenses are acquired by Tenant by implication
      or
      otherwise except as expressly set forth in the provision of this Lease. The
      taking possession of the Demised Premises by Tenant shall be conclusive
      evidence, as against Tenant, that Tenant accepts the Demised Premises and the
      Building and that same were in good and satisfactory condition at the time
      such
      possession was so taken, subject to the completion of Landlord’s Work and latent
      defects which Tenant notified Landlord in writing within one (1) year of the
      Commencement Date.

     

    15.2  This
      Lease and the obligation of Tenant to pay rent hereunder and perform all of
      the
      other covenants and agreements hereunder on the part of Tenant to be performed
      shall in no way be affected, impaired or excused because Landlord is unable
      to
      fulfill any of its obligations under this Lease or is unable to supply or is
      to
      make or is delayed in making any repairs, additions, alterations or decorations
      or is unable to supply or is delayed in supplying any equipment or fixtures,
      if
      Landlord is prevented or delayed from so doing by reason of strike or labor
      trouble or any other cause whatsoever including, but not limited to, acts of
      war, emergency, terrorism, bioterrorism, governmental preemption in connection
      with a National Emergency, or by reason of any rule, order or regulation of
      any
      department or subdivision thereof of any government agency or by reason of
      the
      conditions of supply and demand which have been or are affected by war or other
      emergency. Landlord shall have no liability to Tenant, nor shall Tenant be
      entitled to terminate this Lease, to claim an actual or constructive eviction
      in
      whole or in part, or be entitled to any abatement or diminution of rent payable
      by Tenant under this Lease or to any relief from any of its obligations under
      this Lease (except as expressly set forth in Article 17 below in the event
      of
      fire or other casualty only) if by reason of strike or labor trouble or any
      other cause whatsoever beyond the reasonable control of Landlord, including,
      but
      not limited to, acts of war, emergency, casualty, terrorism, bioterrorism,
      or
      governmental preemption in connection with a National Emergency, there is (a)
      a
      lack of access to the Building or the Demised Premises (which shall include
      without limitation the lack of access to the Building or the Demised Premises
      when it or they are structurally sound but inaccessible due to evacuation of
      the
      surrounding area or damage to nearby structures or public areas); (b) reduced
      air quality or other contaminants in the Building that would adversely affect
      the Building or its occupants, including without limitation the presence of
      biological or other airborne agents within the Building or the Demised Premises;
      (c) disruption of mail and deliveries to the Building or the Demised Premises;
      (d) disruption of telephone and/or other communications services to the Building
      or the Demised Premises; (e) disruption of any other services to the Demised
      Premises or any of the Building systems; or (f) Tenant is otherwise unable
      to
      use and/or occupy the Demised Premises for the conduct of its
      business.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    15.3  Tenant
      agrees that any building employee to whom any property shall be entrusted by
      or
      on behalf of Tenant shall be acting as Tenant’s agent with respect to such
      property, and Landlord
      and its agents shall not be liable for any damage to property of Tenant or
      of
      others entrusted to employees of the Building, nor for the loss of or damage
      to
      any property of Tenant by theft or otherwise. Landlord and its agents shall
      not
      be liable for any injury or damage to persons or property resulting from fire,
      explosion, falling plaster, steam, gas, electricity, water, rain or snow leaks
      from any part of the Building or from the pipes, appliances or plumbing works
      or
      from the roof, street or sub-surface or from any other place or by dampness
      or
      by any other cause of whatsoever nature, unless caused by or due to the
      negligence or willful misconduct of Landlord, its agents, servants or employees;
      nor shall Landlord and its agents be liable for any bodily injury, personal
      injury or property damage occasioned by the acts or omissions of any other
      tenant or such tenant’s employees, agents, contractors, customers or invitees
      within the Building or within any common areas related to the Building or other
      persons in the Building or caused by operations in construction of any private,
      public or quasi-public work; nor shall Landlord be liable for any patent defect
      in the Demised Premises or in the Building. If at any time any windows of the
      Demised Premises are temporarily or permanently closed, darkened or bricked
      up
      for any reason whatsoever including, but not limited to, Landlord’s own acts,
      Landlord shall not be liable for any damage Tenant may sustain thereby and
      Tenant shall not be entitled to any compensation therefor nor abatement of
      rent
      nor shall the same release Tenant from its obligations hereunder nor constitute
      an eviction. Tenant shall reimburse and compensate Landlord as additional rent
      within fifteen (15) days after rendition of a statement for all expenditures
      made by or damages or fines sustained or incurred by Landlord due to
      non-performance or non-compliance with or breach or failure to observe any
      term,
      covenant or condition of this Lease upon Tenant’s part to be kept, observed,
      performed or complied with. If Tenant shall fail to make such payment within
      said fifteen (15) days, Tenant shall also be liable for interest on such
      additional rent at the then Interest Rate until Landlord shall be fully
      reimbursed. Tenant shall give immediate notice to Landlord in case of fire
      or
      accidents in the Demised Premises or in the Building or of defects therein
      or in
      any fixtures or equipment.

     

    15.4  No
      recourse shall be had on any of Landlord’s obligations under this Lease or for
      any claim based thereon or otherwise in respect thereof against any incorporator
      of Landlord, subscriber to Landlord’s capital stock, shareholder, employee,
      agent, officer or director, past, present or future, of any corporation, or
      any
      partner, member or joint venturer of any partnership, limited liability company
      or joint venture which shall be Landlord hereunder or included in the term
      “Landlord” or of any successor of any such corporation, or against any
      principal, disclosed or undisclosed, or any such corporation, or against any
      principal, disclosed or undisclosed, or any affiliate of any party which shall
      be Landlord or included in the term “Landlord,” whether directly or through
      Landlord or through any receiver, assignee, agent, trustee in bankruptcy or
      through any other person, firm or corporation, whether by virtue of any
      constitution, statute or rule of law or by enforcement of any assessment or
      penalty or otherwise, all such liability being expressly waived and released
      by
      Tenant.

     

    
      
        
        

      

      
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    15.5  Tenant
      shall look only and solely to Landlord’s estate and interest in and to the
      Building and the rents and profits therefrom for the satisfaction of any right
      of Tenant arising out of this Lease or for the collection of judgment or other
      judicial process or arbitration award requiring the payment of money by Landlord
      and no other property or assets of Landlord, Landlord’s agents, incorporators,
      shareholders, employees, officers, directors, partners, agents, principals
      (disclosed or undisclosed), members, joint venturers, or affiliates shall be
      subject to levy, lien, execution, attachment, or other enforcement procedure
      for
      the satisfaction of Tenant’s rights and remedies under or with respect to this
      Lease, the relationship of Landlord and Tenant hereunder or under law, or
      Tenant’s use and occupancy of the Demised Premises or any other liability of
      Landlord to Tenant.

     

    ARTICLE
      16

     

    INSURANCE

     

    16.1  Tenant
      shall not do or permit to be done any act or thing in or upon the Demised
      Premises which will invalidate or be in conflict with the Certificate of
      Occupancy or the terms of the New York State standard form of fire, boiler,
      sprinkler, water damage or other insurance policies covering the Building and
      the fixtures and property therein; and Tenant shall, at its own expense, comply
      with all rules, orders, regulations or requirements of the New York Board of
      Fire Underwriters or any other similar body having jurisdiction, and shall
      not
      knowingly do or permit anything to be done in or upon the Demised Premises
      or
      bring or keep anything therein or use the Demised Premises in a manner which
      increases the rate of fire insurance upon the Building or on any property or
      equipment located therein over the rate in effect at the commencement of the
      term of this Lease.

     

    16.2  If,
      by
      reason of any failure of Tenant to comply with the provisions of this Lease,
      the
      rate of fire, boiler, sprinkler, water damage or other insurance (with extended
      coverage) on the Building or on the property and equipment of Landlord or any
      other tenant or subtenant in the Building shall be higher than it otherwise
      would be, Tenant shall reimburse Landlord and the other tenants in the Building
      for that part of the fire, boiler, sprinkler, water damage or other insurance
      premiums thereafter paid by Landlord which shall have been charged because
      of
      such failure by Tenant and Tenant shall make the reimbursement on the first
      day
      of the month following such payment by Landlord. If Tenant shall fail to make
      such reimbursement when billed for the same, Landlord may treat the same as
      a
      default in the payment of rental and shall also be entitled to interest on
      the
      unpaid sum at the then Interest Rate until such sum shall be fully paid to
      Landlord. In any action or proceeding wherein Landlord and Tenant are parties,
      a
      schedule or “make up” of rates for the Building or Demised Premises issued by
      the New York Fire Insurance Exchange or other body making fire insurance rates
      for the Demised Premises, shall be conclusive evidence of the facts therein
      stated and of the several items and charges in the fire insurance rate then
      applicable to said Building or Demised Premises.

     

    16.3  Tenant
      shall obtain and keep in full force and effect during the term, at its own
      cost
      and expense, to protect Landlord, Landlord’s agents, any superior lessor,
      superior mortgagee and Tenant as insureds, the following forms of
      insurance:

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

    (a)  Comprehensive
      General Liability insurance, including Products, Completed Operations, and
      Contractual Liability coverage (covering the liability of Tenant to Landlord
      by
      virtue of any indemnification agreement in this Lease), covering bodily injury,
      and property damage liability, personal injury and advertising liability, fire
      legal liability, all in connection with the use and occupancy of or the
      condition of the Demised Premises, the Building or the related common areas,
      in
      amounts not less than: (i) $5,000,000, general aggregate per
      location;
      (ii)
      $5,000,000, per occurrence for bodily injury & property damage; (iii)
      $5,000,000, personal and advertising injury; and (iv) $1,000,000, fire legal
      liability. The foregoing limits can be provided by the combination of General
      Liability coverage and Umbrella Liability coverage. Landlord reserves the right
      to request, from time to time, that the above limits be increased by reasonable
      amounts, depending upon circumstances and what is commercially reasonable under
      those circumstances.

     

    (b)  “All
      Risk” property insurance, including the perils of flood, terrorism and
      environmental damage, covering the property of Tenant, including alterations,
      improvements and betterments installed by or for Tenant, and/ or paid for or
      purchased by Tenant, in an amount equivalent to the insurable value of said
      property, defined as the “cost to replace or reconstruct new without deduction
      for physical depreciation”. 

     

    (c)  “All
      Risk” business interruption or earnings insurance, including the perils of
      flood, terrorism and environmental damage, to cover the loss of gross profits
      and continuing expenses (including without limitation rent payable under this
      Lease) during the period of partial or total shutdown of Tenant’s
      business.

     

    (d)  Such
      other insurance in such amounts as may reasonably be required by
      Landlord.

     

    With
      respect to the insurance required in (a), (b), (c) and (d) above, Landlord
      shall
      receive, at least ten (10) days prior to Tenant, or anyone acting for or on
      behalf of Tenant, entering the Demised Premises for any purpose whatsoever,
      a
      certificate indicating the aforesaid coverage and including Landlord and those
      entities set forth on Exhibit
      H
      as
      additional insureds and as otherwise may be designated by Landlord in writing
      in
      the future. Such certificate is to contain provisions that obligate the insurer
      to notify Landlord, thirty (30) days in advance, in the event of cancellation,
      non-renewal or material change of the coverage. Such insurance is to be written
      by an insurance company or companies reasonably satisfactory to Landlord and
      with a Best’s rating of at least A-, X. All such insurance shall be written in
      form and substance reasonably satisfactory to Landlord by an insurance company
      of recognized responsibility licensed and authorized to do business in New
      York
      State. Upon failure of Tenant to procure, maintain and pay all premiums
      therefor, Landlord may, at its option upon five (5) days written notice to
      Tenant, do so, and Tenant agrees to pay the cost thereof to Landlord upon demand
      as additional rent, together with interest thereon at the then Interest Rate.
      Attached hereto as Exhibit
      G
      is a
      sample insurance certificate showing the lower right-hand “Cancellation” section
      requirements which must be met to conform the certificate to the provisions
      of
      this Section, which sample insurance certificate is meant for illustrative
      purposes only and is no way meant to supersede any obligations imposed upon
      Tenant pursuant to this Article 16. On the Commencement Date, the original
      insurance policies or appropriate endorsements thereto shall also be deposited
      with Landlord.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

    16.4  To
      the
      fullest extent permitted by law, Tenant agrees to defend, indemnify and save
      Landlord, its directors, officers, shareholders, members, agents,
      representatives, employees, all superior lessors and superior mortgagees
      (collectively, “Landlord Parties”) harmless from and against all claims
      (including costs and expenses of defending such claims) arising from or in
      connection with any act, omission or negligence of Tenant or Tenant’s agents,
      employees, contractors, subcontractors, representatives and employees
      (collectively “Tenant’s Representatives”), including but not limited to (i) any
      accident, injury or damages whatsoever caused to any person or to the property
      of any person and occurring in or about the Demised Premises and all other
      portions of the Building used or occupied by Tenant, including as a result
      of
      any alterations, repairs or maintenance made by or on behalf of Tenant and
      (ii)
      any accident, injury or damage occurring outside of the Demised Premises or
      other portions of the Building used or occupied by Tenant, but anywhere within
      or about the Building, where such accident, injury or damage results or is
      claimed to have resulted from an act, omission or negligence of Tenant or
      Tenant’s Representatives.

     

    16.5  Tenant
      agrees to use and occupy the Demised Premises and other facilities of the
      Building at it’s own risk and hereby releases Landlord, its agents and
      employees, from all claims for any damage or injury to the full extent permitted
      by law (not including claims which arise out of Landlord’s gross negligence or
      willful misconduct).

     

    16.6  Tenant
      agrees that Landlord shall not be responsible or liable to Tenant, its
      employees, agents, customers or invitees for bodily injury, personal injury
      or
      property damage occasioned by the acts or omissions of any other tenant or
      such
      tenant’s employees, agents, contractors, customers or invitees within the
      Building or within any common areas related to the Building.

     

    16.7  Tenant
      agrees that any Building employee to whom any property shall be entrusted by
      or
      on behalf of Tenant shall be acting as Tenant’s agent with respect to such
      property and neither Landlord, nor Landlord’s agents, employees or contractors,
      shall be liable for any loss of or damage to any such property.

     

    ARTICLE
      17

     

    DAMAGE
      BY
      FIRE OR OTHER CAUSE

     

    17.1  If
      the
      Demised Premises shall be partially damaged by fire or other cause without
      the
      default or neglect of Tenant, Tenant’s servants, employees, agents, visitors or
      licensees, the damages shall be repaired by and at the expense of Landlord
      and
      until such repairs shall be completed the Fixed Rent shall be apportioned
      according to the part of the Demised Premises which is usable by Tenant. But
      if
      partial damage is due to the fault or gross negligence of Tenant, Tenant’s
      servants, employees, agents, visitors or licensees, without prejudice to any
      other rights and remedies of Landlord and without prejudice to the rights of
      subrogation of Landlord’s insurer, the damages shall be repaired by Landlord but
      there shall be no apportionment or abatement of rent. No penalty shall accrue
      for reasonable delay which may arise by reason of adjustment of insurance on
      the
      part of the Landlord, or for reasonable delay on account of “labor troubles,” or
      for Acts of God, or any other cause beyond Landlord’s control, or any
      combination thereof. If the Demised Premises are totally or substantially
      damaged or are rendered wholly or substantially untenantable by fire or other
      cause, then the rent shall be proportionately paid up to the time of the
      casualty and thenceforth shall cease until the date when the Demised Premises
      shall have been repaired and restored by Landlord, subject to Landlord’s right
      to elect not to restore the same as hereinafter provided. If the Demised
      Premises are rendered wholly unusable or (whether or not the Demised Premises
      are damaged in whole or in part) if the Building shall be so damaged that
      Landlord shall decide to demolish it or to rebuild it or to substantially
      renovate it, then or in any of such events Landlord may, within ninety (90)
      days
      after such fire or other cause, give Tenant a notice in writing of such
      decision, which notice shall be given as in Article 24 hereof provided, and
      thereupon the term of this Lease shall expire by lapse of time upon the third
      day after such notice is given, and Tenant shall vacate the Demised Premises
      and
      surrender the same to Landlord. Upon the termination of this Lease under the
      conditions provided for in the sentence immediately preceding, Tenant’s
      liability for rent shall cease as of the day following the casualty (except
      for
      any pre-existing rent obligations). Tenant hereby expressly waives the provision
      of Section 227 of the Real Property Law and agrees that the foregoing provision
      of this Article shall govern and control in lieu thereof, this Article being
      an
      express agreement. If the damage or destruction be due to the fault or neglect
      of Tenant the debris shall be removed by, and at the expense of,
      Tenant.

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

    17.2  No
      damage, compensation or claims shall be payable by Landlord for inconvenience,
      loss of business or annoyance arising from any repair or restoration of any
      portion of the Demised Premises or of the Building. Landlord shall use its
      reasonable efforts (which reasonable efforts shall in no event obligate Landlord
      to pay overtime pay or other premium rates) to effect such repairs promptly
      and
      in such a manner as not unreasonably to interfere with Tenant’s
      occupancy.

     

    17.3  In
      the
      event that either Tenant or Landlord sustains a loss by fire or other casualty
      and such loss is caused in whole, or in part, by acts or omissions of the other
      party, the other party’s agents, employees, or servants, then the party
      sustaining the loss agrees, to the extent that the party sustaining such loss
      is
      compensated for such loss by insurance, that it shall waive all rights of
      recovery against the other party, or the agents, employees, or servants of
      the
      other party; and no third party shall have any right of recovery, by way of
      subrogation or assignment or otherwise. The parties hereto shall each procure
      and maintain in force and effect an appropriate clause in, or endorsement on,
      any fire or extended coverage insurance covering the Demised Premises and the
      Building and the personal property, fixtures and equipment located therein
      or
      thereon, pursuant to which, the insurance companies waive subrogation, provided
      such waiver is procurable without additional premium, and having obtained such
      clause or endorsement of waiver of subrogation, each party hereby agrees that
      it
      will not make any claims against or seek to recover from the other for any
      loss
      or damage to its property or the property of the other, covered by such fire
      and
      extended coverage insurance; provided, however, that the release, discharge,
      exoneration and covenant not to sue herein contained shall be limited by the
      terms and provisions of the waiver of subrogation clause and/or endorsements
      and
      shall be co-extensive therewith. If such waiver of subrogation shall be
      procurable only by payment of an additional premium therefor, notice of such
      requirements shall be furnished to the other party, and if such other party
      fails to pay such additional premium, or if such waiver of subrogation shall
      no
      longer be obtainable, then the provisions hereof shall not be applicable to
      such
      other party. Notwithstanding anything in this Lease to the contrary, Tenant
      acknowledges that Landlord is not required to carry insurance on any alterations
      or improvements installed in the Demised Premises by or for Tenant and/or paid
      for or purchased by Tenant or on Tenant’s removable appurtenances, such as
      furniture, equipment, furnishings and other Tenant appurtenances removable
      by
      Tenant, and Tenant agrees that Landlord will not be obligated to repair any
      damage thereto or to replace the same. Tenant agrees to carry and maintain
      insurance on all of its alterations, improvements and property equal to one
      hundred percent (100%) of the full insurable value thereof.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

    17.4  In
      the
      event the Demised Premises are damaged by fire or other casualty and Landlord
      does not (or does not have the right to) cancel this Lease, then within ninety
      (90) days thereafter, Landlord shall deliver to Tenant a statement (hereinafter
      referred to as the “Damage Statement”) prepared by a reputable architect or
      contractor reasonably selected by Landlord setting forth such architect’s or
      contractor’s reasonable estimate as to the time required to repair such damage
      (to the extent required under Section 17.1). If the estimated time period
      exceeds twelve (12) months from the date of the Damage Statement estimate,
      Tenant may elect to terminate this Lease by notice to Landlord sent not later
      than fifteen (15) days following Tenant’s receipt of the Damage Statement. In
      the event that the Demised Premises shall be damaged by fire or other casualty,
      then in such event if Landlord’s work under Section 17.1 is not substantially
      completed by Landlord within twelve (12) months after the date of the Damage
      Statement, Tenant may elect, as its sole remedy, to terminate this Lease by
      notice to Landlord not later than fifteen (15) days following the expiration
      of
      said period provided, however, that no right of Tenant to terminate this Lease
      on fifteen (15) days’ notice, shall accrue for delay caused by reasons of force
      majeure.

     

    17.5  If
      more
      than fifteen percent (15%) of the Demised Premises or a substantial portion
      of
      the Building shall be damaged by fire or other casualty during the last two
      (2)
      years of the terms of this Lease, Landlord or Tenant may, upon ninety (90)
      days
      written notice to the other, cancel and terminate this Lease as of the date
      set
      forth in such notice, as if such date were the stated Expiration Date of this
      Lease and Landlord shall have no duty to repair and/or restore the Demised
      Premises.

     

    ARTICLE
      18

     

    CONDEMNATION

     

    18.1  In
      the
      event that the whole of the Demised Premises shall be condemned or taken in
      any
      manner for any public or quasi-public use, this Lease and the term and estate
      hereby granted shall forthwith cease and terminate as of the date of vesting
      of
      title. In the event that only a part of the Demised Premises shall be so
      condemned or taken, then, effective as of the date of vesting of title, the
      rent
      hereunder for such part shall be equitably abated and this Lease shall continue
      as to such part not so taken. In the event that only a part of the Building
      shall be so condemned or taken, then (a) if substantial structural alteration
      or
      reconstruction of the Building shall, in the reasonable opinion of Landlord,
      be
      necessary or appropriate as a result of such condemnation or taking (whether
      or
      not the Demised Premises be affected), Landlord may, at its option, terminate
      this Lease and the term and estate hereby granted as of the date of such vesting
      of title by notifying Tenant in writing of such termination within sixty (60)
      days following the date on which Landlord shall have received notice of vesting
      of title, or (b) if Landlord does not elect to terminate this Lease, as
      aforesaid, this Lease shall be and remain unaffected by such condemnation or
      taking, except that the rent shall be abated to the extent, if any, hereinbefore
      provided. In the event that only a part of the Demised Premises shall be so
      condemned or taken and this Lease and the terms and estate hereby granted are
      not terminated as hereinbefore provided, Landlord will, at its expense, restore
      with reasonable diligence the remaining structural portions of the Demised
      Premises as nearly as practicable to the same condition as it was in prior
      to
      such condemnation or taking.

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

    18.2  In
      the
      event of termination in any of the cases hereinabove provided, this Lease and
      the term and estate hereby granted shall expire as of the date of such
      termination with the same effect as if that were the date hereinbefore set
      for
      the expiration of the term of this Lease, and the rent hereunder shall be
      apportioned as of such date.

     

    18.3  In
      the
      event of any condemnation or taking hereinabove mentioned of all or a part
      of
      the Building, Landlord shall be entitled to receive the entire award in the
      condemnation proceeding, including any award made for the value of the estate
      vested by this Lease in Tenant, and Tenant hereby expressly assigns to Landlord
      any and all right, title and interest of Tenant now or hereafter arising in
      or
      to any such award or any part thereof, and Tenant shall be entitled to receive
      no part of such award, other than a separate claim made by Tenant for Tenant’s
      relocation expenses, loss of trade fixtures and business interruption provided
      that such claim would not reduce Landlord’s award. Tenant shall have no claim
      for the value of any unexpired term of this Lease.

     

    18.4  If
      more
      than fifteen percent (15%) of the Demised Premises shall be taken in
      condemnation during the last two (2) years of the term of this Lease, Landlord
      or Tenant may give the other party a ninety (90) day notice terminating and
      canceling this Lease as if the date set forth in the notice were the Expiration
      Date hereof.

     

    ARTICLE
      19

     

    BANKRUPTCY

     

    19.1  If
      at any
      time prior to the date herein fixed as the Commencement Date there shall be
      filed by or against Tenant in any court pursuant to any statute either of the
      United States or of any State a petition in bankruptcy, or there shall be
      commenced a case under the United States Bankruptcy Code, 11 U.S.C. §101 et.
      seq., as amended (the “Bankruptcy Code”) by or against Tenant, or a petition
      filed for insolvency or for reorganization or for the appointment of a receiver
      or trustee of all or a portion of Tenant’s property, and within thirty (30) days
      thereof Tenant fails to secure a discharge thereof, or if Tenant makes an
      assignment for the benefit of creditors, or petitions for or enters into an
      arrangement with its creditors, (any or all of the foregoing being herein called
      a “Bankruptcy Event”) this Lease shall be cancelled and terminated, in which
      event neither Tenant nor any person claiming through or under Tenant or by
      virtue of any statute or of an order of any court shall be entitled to
      possession of the Demised Premises and Landlord, in addition to the other rights
      and remedies given by Section 19.3 hereof and by virtue of any other provision
      herein or elsewhere in this Lease contained or by virtue of any statute or
      rule
      of law, may retain as liquidated damages any rent, security, deposit or monies
      received by it from Tenant or others on behalf of Tenant upon the execution
      hereof.

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

    19.2  If
      at the
      date fixed as the Commencement Date or if at any time during the term hereby
      demised there shall be filed by or against Tenant in any court pursuant to
      any
      statute either of the United States or of any State a petition in bankruptcy,
      or
      there shall be commenced a case by or against Tenant under the Bankruptcy Code,
      or a petition filed in insolvency or for reorganization or for the appointment
      of a receiver or trustee of all or a portion of Tenant’s property, and within
      thirty (30) days thereafter Tenant fails to secure a discharge thereof, or
      if
      Tenant makes an assignment for the benefit of creditors or petitions for or
      enters into an arrangement with its creditors, this Lease, at the option of
      Landlord, exercised within a reasonable time after notice of the happening
      of
      any one or more of such events, may be cancelled and terminated, in which event
      neither Tenant nor any person claiming through or under Tenant by virtue of
      any
      statute or of an order of any court shall be entitled to possession or to remain
      in possession of the Demised Premises but shall forthwith quit and surrender
      the
      Demised Premises, and Landlord, in addition to the other rights and remedies
      Landlord has by virtue of any other provision herein or elsewhere in this Lease
      contained or by virtue of any statute or rule of law, may retain as liquidated
      damages any rent, security, deposit or monies received by it from Tenant or
      others on behalf of Tenant.

     

    19.3  It
      is
      stipulated and agreed that in the event of the termination of this Lease
      pursuant to Sections 19.1 or 19.2 hereof, Landlord shall forthwith,
      notwithstanding any other provisions of this Lease to the contrary, be entitled
      to recover from Tenant as and for liquidated damages an amount equal to the
      difference between the rent reserved hereunder for the unexpired portion of
      the
      term demised and the then fair and reasonable rental value of the Demised
      Premises for the same period. In the computation of such damages the difference
      between any installment of rent becoming due hereunder after the date of
      termination and the fair and reasonable rental value of the Demised Premises
      for
      the period for which such installment was payable shall be discounted to the
      date of termination at the rate of four percent (4%) per annum. If such premises
      or any part thereof be re-let by the Landlord for the unexpired term of this
      Lease, or any part thereof, before presentation of proof of such liquidated
      damages to any court, commission or tribunal, the amount of rent reserved upon
      such reletting shall be deemed prima facie 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 the right of
      the
      Landlord to prove for and obtain as liquidated damages by reason of such
      termination, an amount equal to the maximum allowed by any statute or rule
      of
      law in effect at the time when, and governing 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 difference referred to above.

     

    19.4  Without
      limiting any of the foregoing provisions of this Article, if pursuant to the
      Bankruptcy Code, Tenant is permitted to assign or otherwise transfer this Lease
      (whether in whole or in part in disregard of the restrictions contained in
      this
      Article and/or Article 8), Tenant agrees that adequate assurance of future
      performance by the assignee or transferee permitted under such Code shall mean
      the deposit of cash security with Landlord in an amount equal to the sum of
      one
      year’s Fixed Rent then reserved hereunder plus an amount equal to all additional
      rent payable under Articles 4, 6, 7 or other provisions of this Lease for the
      calendar year preceding the year in which such assignment is intended to become
      effective, which deposit shall be held by Landlord, without interest, for the
      balance of the term as a security for the full and faithful performance of
      all
      of the obligations under this Lease on the part of Tenant yet to be performed.
      If Tenant receives or is to receive any valuable consideration for such an
      assignment or transfer (in part or in whole) of this Lease, such consideration,
      after deducting therefrom any portion of such consideration reasonably
      designated by the assignee or transferee as paid for the purchase of Tenant’s
      personal property in the Demised Premises, shall be and become the sole
      exclusive property of Landlord and shall be paid over to Landlord directly
      by
      such assignee or transferee. Any such assignee or transferee may only use the
      Demised Premises as executive offices for an assignee or transferee whose main
      business is the same as Tenant’s and such occupancy may not increase the number
      of individuals occupying the Demised Premises at the time a petition for
      bankruptcy (or reorganization) is filed by or against Tenant. In addition,
      adequate assurance shall mean that any such assignee or transferee of this
      Lease
      shall have a net worth (exclusive of good will) equal to at least fifteen (15)
      times the aggregate of the annual Fixed Rent reserved hereunder plus all
      additional rent for the preceding calendar year as aforesaid. Such assignee
      or
      transferee shall expressly assume this Lease by an agreement in recordable
      form.

     

    
      
        
        

      

      
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    ARTICLE
      20

     

    DEFAULTS
      AND REMEDIES; WAIVER OF REDEMPTION

     

    20.1  A.
      If
      Tenant
      defaults in fulfilling any of the covenants of this Lease, other than the
      covenants for the payment of Fixed Rent or additional rent, or if the Demised
      Premises become vacant or deserted, or if the Demised Premises are damaged
      by
      reason of negligence or carelessness of Tenant, its agents, employees or
      invitees, then, in any one or more of such events, upon Landlord serving a
      written ten (10) days’ notice upon Tenant specifying the nature of said default,
      and upon the expiration of said ten (10) days, if Tenant shall have failed
      to
      comply with or remedy such default, or if the said default or omission
      complained of shall be of such a nature that the same cannot be completely
      cured
      or remedied within said ten (10) day period, and if Tenant shall not have
      diligently commenced curing such default within such ten (10) day period, and
      shall not thereafter with reasonable diligence and in good faith proceed to
      remedy or cure such default or, if Tenant shall default in the performance
      of
      any term or condition of this Lease (other than the payment of Fixed Rent or
      additional rent) more than three (3) times in any period of nine (9) months,
      or,
      with respect to the payment of any item of Fixed Rent or additional rent, more
      than two (2) times in any period of six (6) months, and notwithstanding that
      such defaults shall have each been cured within the applicable period, as above
      provided, if any further similar default shall occur, then Landlord may serve
      a
      written five (5) day notice of cancellation of this Lease upon Tenant, and
      upon
      the expiration of said five (5) days, this Lease and the term hereunder shall
      end and expire as fully and completely as if the date of expiration of such
      five
      (5) day period were the day herein definitely fixed for the end and expiration
      of this Lease and the term thereof and Tenant shall then quit and surrender
      the
      Demised Premises to Landlord but Tenant shall remain liable as hereinafter
      provided.

     

    B.  If
      the
      notice provided for in paragraph A hereof shall have been given, and the
      applicable time periods therein shall expire as aforesaid; or (1) if Tenant
      shall make default in the payment of the Fixed Rent reserved herein or any
      item
      of additional rent herein mentioned or any part of either or in making any
      other
      payment herein provided beyond applicable notice and cure periods provided
      herein; or (2) if any execution or attachment shall be issued against Tenant
      or
      any of Tenant’s property whereupon the Demised Premises shall be taken or
      occupied or attempted to be taken or occupied by someone other than Tenant;
      or
      (3) if Tenant shall make default with respect to any other lease between
      Landlord and Tenant; or (4) if Tenant shall fail to move into or take possession
      of the Demised Premises within fifteen (15) days after commencement of the
      term
      of the Lease; then and in any of such events Landlord may without notice,
      re-enter the Demised Premises either by force or otherwise, and dispossess
      Tenant by summary proceedings or otherwise, and the legal representative of
      Tenant or other occupant of the Demised Premises and remove their effects and
      hold the Demised Premises as if this Lease had not been made but Tenant shall
      remain liable hereunder as hereinafter provided, and Tenant hereby waives the
      service of notice of intention to re-enter or to institute legal proceedings
      to
      that end. If Tenant shall make default hereunder prior to the date fixed as
      the
      commencement of any renewal or extension of this Lease, Landlord may cancel
      and
      terminate such renewal or extension agreement by written notice, but Tenant
      shall remain liable as hereinafter provided.

     

    
      
        
        

      

      
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    20.2  In
      the
      case of any such default, re-entry, expiration and/or dispossession by summary
      proceedings or otherwise, (a) the Fixed Rent and additional rent shall become
      due thereupon and be paid to the time of such re-entry, dispossession and/or
      expiration, together with such expenses as Landlord may incur for legal
      expenses, reasonable attorneys’ fees, brokerage, and/or putting the Demised
      Premises in good order, or for preparing the same for re-rental; (b) Landlord
      may re-let the Demised Premises or any part or parts thereof, either in the
      name
      of Landlord or otherwise, for a term or terms, which may at Landlord’s option be
      less than or exceed the period which would otherwise have constituted the
      balance of the term of this Lease and may grant concessions or free rent; and/or
      (c) Tenant or the legal representative of Tenant shall also pay Landlord as
      liquidated damages for the failure of Tenant to observe and perform said
      Tenant’s covenants herein contained, any deficiency between the rent and
      additional rents hereby reserved and/or covenanted to be paid and the net
      amount, if any, of the rents collected or to be collected on account of the
      lease or leases of the Demised Premises for each month of the period which
      would
      otherwise have constituted the balance of the term of this Lease. The failure
      or
      refusal of Landlord to re-let the Demised Premises or any part or parts thereof
      shall not release or affect Tenant’s liability for damages. In computing such
      damages there shall be added to the said deficiency such expenses as Landlord
      may incur in connection with re-letting, such as legal expenses, reasonable
      attorneys’ fees, brokerage and for keeping the Demised Premises in good order or
      for preparing the same for re-letting. Any such damages shall be paid in monthly
      installments by Tenant on the rent days specified in this Lease and any suit
      brought to collect the amount of the deficiency for any month or months shall
      not prejudice in any way the rights of Landlord to collect the deficiency for
      any subsequent month or months by a similar proceeding. In lieu thereof,
      Landlord may immediately accelerate such deficiency for the entire balance
      of
      the term, discounted in the same manner as specified in Section 19.3. Landlord
      at Landlord’s option may make such alterations, repairs, replacements and/or
      decorations in the Demised Premises as Landlord in Landlord’s sole judgment
      considers advisable and necessary for the purpose of re-letting the Demised
      Premises; and the making of such alterations and/or decorations shall not
      operate or be construed to release Tenant from liability hereunder as aforesaid.
      Landlord shall in no event be liable in any way whatsoever for failure to re-let
      the Demised Premises, or in the event that the Demised Premises are re-let,
      for
      failure to collect the rent thereof under such re-letting. Any such action
      may
      be an action for the full amount of all rents and damages suffered or to be
      suffered by Landlord. In the event of a breach or threatened breach by Tenant
      of
      any of the covenants or provisions hereof, Landlord shall have the right to
      seek
      an injunction and the right to invoke any remedy allowed at law or in equity
      as
      if re-entry, summary proceedings and other remedies were not herein provided
      for. Mention in this Lease of any particular remedy, shall not preclude Landlord
      from any other remedy, in law or in equity. The foregoing remedies and rights
      of
      Landlord are cumulative. Tenant hereby expressly waives any and all rights
      of
      redemption granted by or under any present or future laws in the event of
      Tenant’s being evicted or dispossessed for any cause, or in the event of
      Landlord’s obtaining possession of the Demised Premises by reason of the
      violation by Tenant of the covenants and conditions of this Lease, or
      otherwise.

     

    
      
        
        

      

      
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    ARTICLE
      21

     

    COVENANT
      OF QUIET ENJOYMENT

     

    21.1  Landlord
      covenants and agrees with Tenant that upon Tenant’s paying the rent and
      additional rent and observing and performing all the terms, covenants and
      conditions on Tenant’s part to be observed and performed within applicable
      notice and cure and periods, Tenant may peaceably and quietly enjoy the Demised
      Premises, subject, nevertheless, to the terms and conditions of this Lease
      (including, but not limited to, Article 23 hereof) and the ground leases,
      underlying leases and mortgages hereinbefore and hereinafter
      mentioned.

     

    ARTICLE
      22

     

    SURRENDER
      OF PREMISES

     

    22.1  Upon
      the
      expiration or other termination of the term of this Lease, Tenant shall quit
      and
      surrender the Demised Premises in good order and condition, ordinary wear and
      tear and damage by fire or other casualty, the elements and any cause beyond
      Tenant’s control excepted, and shall remove all its property therefrom, except
      as otherwise provided in this Lease. Tenant’s obligation to observe or perform
      this covenant shall survive the expiration or other termination of the term
      of
      this Lease.

     

    22.2  Tenant
      acknowledges that possession of the Demised Premises must be surrendered to
      Landlord at the expiration or sooner termination of the term hereof. The parties
      recognize and agree that the damage to Landlord resulting from any failure
      by
      Tenant timely to surrender possession of the Demised Premises as aforesaid
      will
      be substantial, will exceed the amount of annual Fixed Rent and additional
      rent
      theretofore payable hereunder, and will be impossible accurately to measure.
      Tenant therefore agrees that if possession of the entire Demised Premises is
      not
      surrendered to Landlord upon the expiration or sooner termination of the term
      of
      this Lease, then notwithstanding anything to the contrary contained in this
      Lease, Tenant shall pay to Landlord for each month and for each portion of
      any
      month during which Tenant holds over in all or any portion of the Demised
      Premises after the expiration or sooner termination of the term hereof, for
      use
      and occupancy, one hundred fifty percent (150%) for the first sixty (60) days
      of
      such holdover and two hundred percent (200%) thereafter, of the amount of Fixed
      Rent and additional rent payable by Tenant under this Lease with respect to
      the
      entire Demised Premises during the last month of the term hereof, which
      aggregate sum Tenant agrees to pay to Landlord within ten (10) days after demand
      therefor, in full without setoff, and no extension or renewal of this Lease
      shall be deemed to have occurred by such holding over, nor shall Landlord be
      precluded by accepting such aggregate sum for use and occupancy from exercising
      all rights and remedies available to it to obtain possession of the Demised
      Premises. Further, Tenant shall be liable to Landlord for all losses and damages
      which Landlord may reasonably incur or sustain by reason of such holding over,
      including, but not limited to, damages incurred or sustained by reason of
      Landlord’s inability to timely place a new tenant in possession of the Demised
      Premises.

     

    
      
        
        

      

      
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    ARTICLE
      23

     

    DEFINITION
      OF LANDLORD

     

    23.1  The
      term
“Landlord” wherever used in this Lease shall be limited to mean and include only
      the owner or owners at the time in question of the Building or the tenant under
      any ground lease affecting the Land and the Building or the Building, to whom
      this Lease may be assigned, or a mortgagee in possession, so that in the event
      of any sale, assignment or transfer of the Building, or of Landlord’s interest
      as a lessee under any ground or underlying lease, such owner, tenant under
      the
      ground lease or mortgagee in possession shall thereupon be released and
      discharged from all covenants, conditions and agreements of Landlord hereunder;
      but such covenants, conditions and agreements shall be binding upon each new
      owner, tenant under the ground or underlying lease, or mortgagee in possession
      for the time being of the Building, until sold, assigned or
      transferred.

     

    ARTICLE
      24

     

    NOTICES

     

    24.1  Any
      notice, request, demand, consent, approval, authorization, advice, submission or
      other communication (a “notice”) permitted or required to be given by the terms
      and provisions of this Lease, or by any law or governmental regulation, either
      by Landlord to Tenant or by Tenant to Landlord, shall be in writing. Unless
      otherwise required by such law or regulation such notice, request or demand
      shall be given by Landlord by (a) certified or registered mail, return receipt
      requested, (b) reputable overnight courier or (c) hand delivery (against
      confirmation of delivery), addressed to Tenant at the Demised Premises, and
      until Tenant has moved its offices to the Demised Premises, addressed to Tenant
      at its address as stated on the first page of this Lease. Such notice shall
      be
      deemed to have been served and given by Landlord and received by Tenant (A)
      the
      third business day after being deposited in the United States mail, (B) the
      business day following delivery to an overnight courier or (C) when delivered
      by
      hand. Unless otherwise required by such law or regulation such notice shall
      be
      given by Tenant by (a) certified or registered mail, return receipt requested,
      (b) reputable overnight courier or (c) hand delivery (against confirmation
      of
      delivery), addressed to Landlord at 1155 Avenue of the Americas, New York,
      N.Y.
      10036, Attn.: Douglas Durst, with a copy to Rosenberg & Estis, P.C., 733
      Third Avenue, New York, New York 10017, Attention: Dennis Hellman, Esq., or
      to
      such other or further address or addresses as Landlord may designate for such
      purpose by like notice. Such notice, request or demand shall be deemed to have
      been served and given by Tenant and received by Landlord (A) the third business
      day after being deposited in the United States mail, (B) the business day
      following delivery to an overnight courier or (C) when delivered by hand. Either
      party may, by notice as aforesaid designate a different address or addresses
      for
      notices, requests or demands to it. A notice given by counsel for Landlord
      or
      Tenant shall be deemed a valid notice if addressed and sent in accordance with
      the provisions of this Article. Notwithstanding the foregoing: (x) notices
      requesting any after hours HVAC may be given in writing by personal and actual
      delivery to the Building manager or any other person in the Building duly
      designated by Landlord to receive such notices, and (y) notices given by
      Landlord with respect to changes in Taxes and all other rent bills, as well
      as
      other routine, nonmaterial communications and correspondence, may be delivered
      by hand or ordinary United States mail to Tenant at the Demised
      Premises.

     

    
      
        
        

      

      
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    ARTICLE
      25

     

    ARBITRATION

     

    25.1  Whenever
      in this Lease, it is provided that a dispute shall be determined by arbitration,
      the arbitration shall be conducted as provided in this Article. The party
      desiring such arbitration shall give written notice to that effect to the other,
      specifying the dispute to be arbitrated and the name and address of the person
      designated to act as the arbitrator in its behalf. Within ten (10) days after
      said notice is given, the other party shall give written notice to the first
      party, specifying the name and address of the person designated to act as
      arbitrator on its behalf. If the second party fails to notify the first party
      of
      the appointment of its arbitrator as aforesaid by the time above specified,
      then
      the appointment of the second arbitrator shall be made in the same manner as
      hereinafter provided for the appointment of a third arbitrator. The arbitrators
      so chosen shall meet within ten (10) days after the second arbitrator is
      appointed and within thirty (30) days thereafter shall decide the dispute.
      If
      within said period they cannot agree upon their decision, they shall appoint
      a
      third arbitrator and if they cannot agree upon said appointment, then the third
      arbitrator shall be appointed upon their application or upon the application
      of
      either party, by the American Arbitration Association in the City of New York.
      The three arbitrators shall meet and decide the dispute. A decision in which
      two
      of the three arbitrators concur shall be binding and conclusive upon the
      parties. In designating arbitrators and in deciding the dispute, the arbitrators
      shall act in accordance with the rules then in force of the American Arbitration
      Association, subject, however, to such limitations as may be placed upon them
      by
      the provisions of this Lease. Judgment may be had on the decision and award
      of
      the arbitrators so rendered in any court.

     

    25.2  The
      obligation of Landlord and Tenant to submit a dispute to arbitration is limited
      to disputes arising under those Articles of this Lease which specifically
      provide for arbitration.

     

    ARTICLE
      26

     

    RULES
      AND REGULATIONS

     

    26.1  Tenant,
      its servants, employees, agents, visitors and licensees shall observe faithfully
      and comply strictly with the Rules and Regulations attached hereto and
      incorporated herein as Exhibits D and D-1. Landlord shall have the right from
      time to time during the term of this Lease to make reasonable changes in and
      additions to the said Rules and Regulations with the same force and effect
      as if
      they were originally attached hereto and incorporated herein.

     

    
      
        
        

      

      
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    26.2  Any
      failure by Landlord to enforce any Rules and Regulations now or hereafter in
      effect, either against Tenant or any other tenant in the Building, shall not
      constitute a waiver of the enforceability of any such Rules and
      Regulations.

     

    26.3  Tenant
      and its employees, contractors, agents and invitees shall comply with the Rules
      and Regulations in effect, from time to time, with regard to the Building’s
      security system. The current Rules and Regulations with regard thereto are
      the
      following:

     

    During
      normal business hours on normal business days only persons displaying Kastle
      Systems “key tag” identification (“Keytag”) to the lobby attendant shall be
      granted access to the Building. During normal business hours on normal business
      days, anyone not displaying the Keytag to the lobby attendant shall obtain
      access to the Building only (i) if that person’s arrival was pre-arranged with
      the lobby attendant with a list of anticipated visitors, or (ii) if not on
      a
      pre-arranged list, the person’s arrival to the Building can be announced via
      telephone and then approved by Tenant. After normal business hours on normal
      business days, access to the Building shall only be obtained by Keytag holders,
      swiping their Keytag on the Keytag reader outside the Building’s front doors or
      by utilizing the telephone link to Kastle Systems personnel, who will in turn
      call Tenant’s premises to attempt to gain Tenant’s approval for access of
      persons not holding a Keytag.

     

    ARTICLE
      27

     

    BROKER

     

    27.1  Each
      of
      Landlord and Tenant warrants and represents that the sole broker in this
      transaction is Handler Real Estate Services (the “Broker”). Each of Landlord and
      Tenant agrees to defend, save and hold the other harmless from any claims for
      fees and commissions and against any liability (including reasonable attorneys’
fees and disbursements) arising out of any conversations or negotiations had
      by
      the indemnifying party with any broker or party acting as such other than the
      Broker. Landlord shall be responsible for payment of any commission or other
      fee
      earned by the Broker pursuant to separate agreement between them only if, as
      and
      when this Lease is fully and unconditionally executed and delivered by Landlord
      and Tenant and all conditions to its effectiveness and validity have been
      satisfied or waived. The provisions of this Article 27 shall survive the
      expiration or sooner termination of this Lease.

     

    ARTICLE
      28

     

    ZONING
      RIGHTS

     

    28.1  During
      the term of this Lease, Landlord shall have the right, and Tenant shall not
      have
      the right, (i) to cause all or any part of the Demised Premises and/or the
      zoning lot upon which the Building is located in whole or in part (hereinafter
      referred to solely for purposes of this Article as the “Land”) and/or the
      Building, to be combined with any other land or premises so as to constitute
      the
      combined premises into a single zoning “lot” or “development” or “enlargement”
as those terms are now, or may hereafter be, defined in the Zoning Resolution
      of
      The City of New York (the “Zoning Resolution”), (ii) to cause any lot,
      development or enlargement at any time constituting or including all or any
      part
      of the Demised Premises, the Land or the Building to be subdivided into two
      or
      more lots, developments or enlargements, (iii) to cause development rights
      (whether from the Land or other premises) to be transferred to any such lot,
      development or enlargement, (iv) to cause other combinations, subdivisions
      and
      transfers to be effected, whether similar or dissimilar to those now permitted
      by law or (v) to exploit, sell, convey, lease or otherwise transfer any so
      called “air rights”, “air space”, “zoning rights” or “development rights” above
      or appurtenant to the Land or the Building. Tenant hereby acknowledges that
      it
      is not a “party in interest” as defined in the Zoning Resolution, and shall not
      and cannot become a “party in interest” under any circumstances by virtue of its
      leasehold interest hereunder. Tenant further acknowledges that neither Tenant
      nor the estate or interest of Tenant hereunder would be “adversely affected”
(within the meaning of the Zoning Resolution) by any development of the Land
      or
      the Building or any such combined premises nor by the filing of any declaration
      combining all or a part of the Land or the Building with any other premises
      and
      that Tenant’s estate and interest hereunder are not and would not be superior to
      any such declaration.

     

    
      
        
        

      

      
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    28.2  Notwithstanding
      the provisions of Section 28.1, above, in the event that Tenant is deemed to
      have any of the rights disclaimed in Section 28.1, above, or is deemed to be
      a
      party in interest, Tenant hereby transfers such rights and any rights as a
      party
      in interest to Landlord. In furtherance thereof, Tenant will within three (3)
      days after written request by Landlord execute and deliver to Landlord a waiver
      of its right to join in a Declaration of Restrictions pursuant to Section 12-10
      of the Zoning Resolution (a “Waiver”). Upon each assignment of this Lease by
      Tenant (no consent thereto being implied hereby) the assignee shall execute,
      acknowledge and deliver to Landlord, and at any time or times, within three
      (3)
      days after written request of Landlord, Tenant and each assignee shall execute,
      acknowledge and deliver to Landlord, (i) any further Waiver, and (ii) if
      requested by Landlord, any Declaration of Restrictions pursuant to said Section
      12-10 (or any successor provision thereto), and (iii) any other instrument
      in
      form and substance satisfactory to the parties intended to evidence the fact
      that Tenant (or such assignee) has no right and asserts no claim, and/or has
      transferred to Landlord any such right or claim, to participate in any way
      in
      the matters reserved to Landlord pursuant to Section 28.1, above. If Tenant
      (or
      such assignee) fails to so execute any such instrument within ten (10) days
      after Landlord’s written request therefor, Tenant (or such assignee) hereby
      irrevocably appoints Landlord its agent and attorney-in-fact, coupled with
      an
      interest, to execute and deliver the same in its name.

     

    ARTICLE
      29

     

    SECURITY
      DEPOSIT

     

    29.1  Tenant
      has deposited with Landlord that sum of money equal to Ninety-Three Thousand
      Three Hundred Thirty-Five Dollars and 00/100 ($93,335.00) the equivalent of
      six
      (6) months of Fixed Rent (the “Security Deposit”) as security for the full,
      faithful and punctual performance by Tenant of all of the terms of this Lease.
      In the event Tenant defaults in the performance of any of the terms of this
      Lease, including the payment of rent, or in the event of a Bankruptcy Event,
      Landlord may use, apply or retain the whole or any part of the Security Deposit
      to the extent required for the payment of any rent or for any sum which Landlord
      may expend or may be required to expend by reason of Tenant’s default in respect
      of any of the terms of this Lease, including any damages or deficiency in the
      re-letting of the Demised Premises, whether accruing before or after summary
      proceedings or other re-entry by Landlord. In the case of every such use,
      application or retention, Tenant shall, on demand, pay to Landlord the sum
      so
      used, applied or retained which shall be added to the Security Deposit so that
      the same shall be replenished to its former amount. If Tenant shall fully and
      punctually comply with all of the terms of this Lease, the Security Deposit,
      without interest, shall be returned to Tenant after the termination of this
      Lease and delivery of exclusive possession of the Demised Premises to Landlord.
      In the event of a sale or lease of the Building, Landlord shall have the right
      to transfer the Security Deposit to the vendee or lessee and Landlord shall
      immediately be released by Tenant from all liability for the return of the
      Security Deposit; and Tenant agrees to look solely to the new owner or landlord
      for the return of the Security Deposit; and it is agreed that the provisions
      hereof shall apply to every transfer or assignment made of the Security Deposit
      to a new owner or landlord. Tenant shall not assign or encumber or attempt
      to
      assign or encumber the monies deposited herein as security and neither Landlord
      nor its successors or assigns shall be bound by any such assignment,
      encumbrance, attempted assignment or encumbrance. Notwithstanding anything
      in
      this Lease to the contrary, Landlord may use, apply or retain the whole or
      any
      part of the Security Deposit to the extent required for the payment of any
      late
      charges or fees or interest on late payments payable to Landlord pursuant to
      Section 3.4 above or otherwise without being obligated to give Tenant any prior
      notice that such amounts are due.

     

    
      
        
        

      

      
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    29.2  Notwithstanding
      the foregoing, in lieu of a cash Security Deposit as described in Section 29.1,
      Tenant shall deliver to Landlord a clean, irrevocable and unconditional Letter
      of Credit (the “Letter of Credit”) issued by and drawn upon any commercial bank
      which is a member of The Clearing House (hereinafter referred to as the “Issuing
      Bank”) with offices for banking purposes in the City of New York and having a
      net worth of not less than One Billion and 00/100 ($1,000,000,000.00) Dollars,
      which Letter of Credit may be drawn upon in New York City, shall have a term
      of
      not less than one year, be in the form attached hereto as Exhibit F, be for
      the
      account of Landlord and be in the amount of the Security Deposit. Tenant
      acknowledges that it is a material inducement to Landlord to enter into this
      Lease that the security be maintained in the form of a Letter of Credit and
      that
      Tenant’s failure to provide and maintain such Letter of Credit throughout the
      Lease term shall constitute a material default under this Lease, and Tenant
      further acknowledges that notwithstanding anything in this Lease, Tenant shall
      not be permitted to provide cash security. The Letter of Credit shall provide
      that:

     

    (i)  The
      Issuing Bank shall pay to Landlord or its duly authorized representative an
      amount up to the face amount of the Letter of Credit upon presentation of the
      Letter of Credit and a sight draft in the amount to be drawn;

     

    (ii)  The
      Letter of Credit shall be deemed to be automatically renewed, without amendment,
      for consecutive periods of one year each during the term of this Lease (and
      shall remain in effect for not less than ninety (90) days following the
      Expiration Date), unless the Issuing Bank sends written notice (hereinafter
      referred to as the “Non-Renewal Notice”) to Landlord by certified or registered
      mail, return receipt requested, not less than sixty (60) days next preceding
      the
      then expiration date of the Letter of Credit, that it elects not to have such
      Letter of Credit renewed;

     

    (iii)  If
      Landlord receives a Non-Renewal Notice and Tenant fails to provide a replacement
      Letter of Credit which meets the requirements of this Lease not fewer than
      forty-five (45) days prior to the expiration of the Letter of Credit, such
      failure shall constitute a material default under this Lease and Landlord shall
      have the right, exercisable by a sight draft, to receive the monies represented
      by the Letter of Credit (which monies shall be held by Landlord as a cash
      deposit pursuant to the terms of this Article 29 pending the replacement of
      such
      Letter of Credit or Tenant’s default after notice and the expiration of any
      applicable cure period hereunder); however, Landlord’s holding of such cash
      security shall not be deemed a waiver of Tenant’s default of its obligation to
      maintain the security in the form of a Letter of Credit);

     

    
      
        
        

      

      
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    (iv)  Upon
      Landlord’s sale of Landlord’s interest in the land and the Building, the Letter
      of Credit shall be transferable, without charge, by Landlord, as provided in
      Section 29.3 hereof;

     

    (v)  If
      a
      Bankruptcy Event occurs, Landlord shall have the right, exercisable by a sight
      draft, to receive monies represented by the Letter of Credit;

     

    (vi)  If
      a
      voluntary termination of this Lease occurs, Landlord shall have the right,
      exercisable by sight draft, to receive monies represented by the Letter of
      Credit in order to satisfy any fees and payments owed by Tenant in connection
      with such termination, including without limitation, accrued but unpaid rents
      and/or other charges payable pursuant to the Lease and any termination fees
      and
      all other amounts owed by Tenant to Landlord pursuant to any written agreement
      entered into between them with respect to such termination; and

     

    (vii)  If
      Tenant
      shall owe any late charges or fees or interest on late payments to Landlord
      pursuant to Section 3.4 above or otherwise, Landlord shall have the right,
      exercisable by sight draft, to receive monies represented by the Letter of
      Credit in order to satisfy such amounts owed by Tenant.

     

    29.3  In
      the
      event of a sale of Landlord’s interest in the land and the Building, Landlord
      shall have the right to transfer (at no expense to Landlord) the cash security
      or Letter of Credit, as the case may be, deposited hereunder to the vendee
      or
      lessee, and Landlord shall be released by Tenant from all liability for the
      return of such cash security or Letter of Credit. In such event, Tenant agrees
      to look solely to the new landlord for the return of said cash security or
      Letter of Credit. It is agreed that the provisions hereof shall apply to every
      transfer or assignment made of said cash security or Letter of Credit to a
      new
      landlord.

     

    29.4  Tenant
      covenants that it will not assign or encumber, or attempt to assign or encumber,
      the monies or Letter of Credit deposited hereunder as security, and that neither
      Landlord nor its successors or assigns shall be bound by any such assignment,
      encumbrance, attempted assignment, or attempted encumbrance.

     

    
      
        
        

      

      
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    29.5  Landlord
      agrees that it will not draw down the proceeds of the Letter of Credit except
      in
      the event of a default by Tenant hereunder or a Bankruptcy Event or the
      non-renewal of such Letter of Credit by the Issuing Bank or a voluntary
      termination of this Lease or the incurrence by Tenant of late charges or fees
      or
      interest on late payments to Landlord pursuant to Section 3.4 above or
      otherwise.

     

    29.6  In
      the
      event that at any time during the term of this lease, Landlord, in Landlord’s
      reasonable opinion, believes (a) that the net worth of the Issuing Bank shall
      be
      less than the minimum amount specified in Section 29.2 hereof, or (b) that
      circumstances have occurred indicating that the Issuing Bank may be incapable
      of, unable to, or prohibited from honoring the then existing Letter of Credit
      (hereinafter referred to as the “Existing L/C”) in accordance with the terms
      thereof, then, upon the happening of either of the foregoing, Landlord may
      send
      written notice to Tenant (hereinafter referred to as the “Replacement Notice”)
      requiring Tenant within ten (10) days to replace the Existing L/C with a new
      letter of credit (hereinafter referred to as the “Replacement L/C”) from an
      Issuing Bank meeting the qualifications described in Section 29.2 hereof. Upon
      receipt of a Replacement L/C meeting the qualifications of Section 29.2 hereof,
      Landlord shall forthwith return the Existing L/C to Tenant. In the event that
      (i) a Replacement L/C meeting the qualifications of Section 29.2 hereof is
      not
      received by Landlord within the time specified, or (ii) Landlord reasonably
      believes an emergency exists, then in either event, the Existing L/C may be
      presented for payment by Landlord and the proceeds thereof shall be held by
      Landlord in accordance with Section 29.1 hereof, subject, however, to Tenant’s
      obligation to replace such cash security with a new letter of credit meeting
      the
      qualifications of Section 29.2 hereof.

     

    29.7  Tenant
      shall pay Landlord’s reasonable attorneys’ fees in connection with the
      replacement, substitution or amendment of the letter of credit described herein
      or the drawing thereon by Landlord.

     

    29.8  If
      Tenant: (i) shall fully and punctually comply with all of the terms of this
      Lease and Tenant shall not have been in default under any of the provisions
      of
      this Lease at any time up to and including the first (1st) anniversary of the
      Rent Commencement Date, then the Security Deposit shall be reduced to the sum
      of
      Seventy-Seven Thousand Seven Hundred Seven Nine Dollars and 15/100 ($77,779.15),
      the equivalent of five (5) months of Fixed Rent; (ii) shall fully and punctually
      comply with all of the terms of this Lease and Tenant shall not have been in
      default under any of the provisions of this Lease at any time up to and
      including the second (2nd) anniversary of the Rent Commencement Date, then
      the
      Security Deposit shall be reduced to the sum of Sixty-Two Thousand Two Hundred
      Twenty-Three Dollars and 32/100 ($62,223.32), the equivalent of four (4) months
      of Fixed Rent and (iii) shall fully and punctually comply with all of the terms
      of this Lease and Tenant shall not have been in default under any of the
      provisions of this Lease at any time up to and including the third (3rd)
      anniversary of the Rent Commencement Date, then the Security Deposit shall
      be
      reduced to the sum of Forty-Six Thousand Six Hundred Sixty-Seven Dollars and
      49/100 ($46,667.49), the equivalent of three (3) months of Fixed Rent. Tenant
      shall be permitted to deliver a new Letter of Credit or an amendment to the
      existing Letter of Credit to Landlord in the reduced amount, as applicable.
      If a
      new Letter of Credit in the form required hereunder is so delivered, Landlord
      shall promptly after such delivery return the prior Letter of Credit to Tenant.
      Landlord’s rights with respect to the reduced security or each Letter of Credit
      to be provided in accordance with this Section 29.8 shall be the same as if
      such
      reduced security or each Letter of Credit had in each instance been provided
      for
      as the original security deposit or Letter of Credit hereunder. 

     

    
      
        
        

      

      
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    ARTICLE
      30

     

    WINDOW
      CLEANING

     

    30.1  Tenant
      will not clean any window in the Demised Premises from the outside (within
      the
      meaning of Section 202 of the New York Labor Law or any successor statute
      thereto). In addition, unless the equipment and safety devices required by
      all
      legal requirements including Section 202 of the New York Labor Law or any
      successor statute thereto are provided and used, Tenant will not require,
      permit, suffer or allow the cleaning of any window in the Demised Premises
      from
      the outside (within the meaning of said Section). Tenant hereby indemnifies
      Landlord against liability as a result of any violation of the
      foregoing.

     

    ARTICLE
      31

     

    CONSENTS

     

    31.1  Tenant
      hereby waives any claim against Landlord which it may have based upon any
      assertion that Landlord has unreasonably withheld or unreasonably delayed any
      such consent or approval, and Tenant agrees that its sole remedy shall be an
      action or proceeding to enforce any such provision or for specific performance,
      injunction or declaratory judgment. In the event of a determination favorable
      to
      Tenant, the requested consent or approval shall be deemed to have been granted;
      however, Landlord shall have no personal or other liability to Tenant for its
      refusal to give such consent or approval. The sole remedy for Landlord’s
      unreasonably withholding or delaying of consent or approval shall be as set
      forth in this Section. Notwithstanding the foregoing, in the event that Tenant
      claims Landlord unreasonably withheld its consent or approval of any subletting
      under Article 8, then, at Tenant’s option, Tenant may submit such dispute to
      expedited arbitration. In the event that Tenant elects to determine whether
      Landlord unreasonably withheld, delayed or conditioned its consent or approval
      to any subletting through expedited arbitration, such issue shall be determined
      under the Expedited Procedures provisions of the Arbitration Rules for the
      Real
      Estate Industry of the American Arbitration Association, as amended and
      effective September 1, 2000 and as may from time to time be amended; provided,
      however, that with respect to any such arbitration (i) the list of arbitrators
      shall be returned within five (5) business days from the date of mailing; (ii)
      the parties shall notify the American Arbitration Association, by telephone,
      within three (3) days of any objections to the arbitrator appointed, and will
      have no right to object if the arbitrator so appointed was on the list submitted
      by the American Arbitration Association and was not objected to in accordance
      with Rule 57(b); (iii) the notice of hearing referred to in Rule 56 shall be
      four (4) days in advance of the hearing; (iv) the hearing shall be held within
      seven (7) days after the appointment of the arbitrator; and (v) the arbitrator
      shall have no right to award damages. The cost of such arbitration shall be
      shared equally by the parties.

     

    31.2  Notwithstanding
      anything to the contrary provided in this Lease, in any instance where the
      consent or approval of the over lessor and/or the superior mortgagee is
      required, Landlord shall not be required to give its consent or approval until
      and unless such over lessor and/or such superior mortgagee has given its consent
      or approval.

     

    
      
        
        

      

      
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    ARTICLE
      32

     

    MISCELLANEOUS

     

    32.1  Tenant
      shall not move any safe, heavy equipment or bulky matter in or out of the
      Building without Landlord’s written consent, which consent Landlord agrees not
      unreasonably to withhold or delay. If the movement of such items requires
      special handling, Tenant agrees to employ only persons holding a Master’s
      Rigger’s License to do said work and all such work shall be done in full
      compliance with the Administrative Code of the City of New York and other
      municipal requirements. All such movements shall be made during hours which
      will
      least interfere with the normal operations of the Building, and all damage
      caused by such movement shall be promptly repaired by Tenant at Tenant’s
      expense. Tenant shall not place a load upon any floor of the Demised Premises
      which exceeds the load per square foot which such floor was designated to carry
      and which is allowed by law.

     

    32.2  Business
      machines and mechanical equipment belonging to Tenant which may cause noise,
      vibration or any other nuisance that may be transmitted to the structure or
      other portions of the Building or to the Demised Premises to such a degree
      as to
      be objectionable to Landlord or which may interfere with the use or enjoyment
      by
      other tenants of their premises or the public portions of the Building, shall
      be
      placed and maintained by Tenant at Tenant’s cost and expense, in settings of
      cork, rubber or spring type vibration eliminators sufficient to eliminate noise
      or vibration.

     

    32.3  In
      the
      event that an excavation or any construction should be made for building or
      other purposes upon land adjacent to the Building, or should be authorized
      to be
      made, Tenant shall, if necessary, afford to the person or persons causing or
      authorized to cause such excavation or construction or other purpose, license
      to
      enter upon the Demised Premises for the purpose of doing such work as shall
      reasonably be necessary to protect or preserve the wall or walls of the
      Building, or the Building, from injury or damage and to support them by proper
      foundations, pinning and/or underpinning, or otherwise.

     

    32.4  Tenant
      waives the right to trial by jury in any summary proceeding that may hereafter
      be instituted against it or in any action that may be brought hereunder,
      provided such waiver is not prohibited by law. Tenant shall not interpose any
      counterclaim in any summary proceeding, unless by not imposing such counterclaim
      Tenant would be barred from asserting such counterclaim in a separate action
      or
      proceeding.

     

    32.5  The
      failure of Landlord or Tenant to seek redress for violation of, or to insist
      upon the strict performance of, any covenant or condition of this Lease, or
      any
      of the Rules and Regulations attached hereto or hereafter adopted by Landlord,
      shall not prevent a subsequent act, which would have originally constituted
      a
      violation, from having all the force and effect of an original violation. No
      employee of Landlord or of Landlord’s agents shall have any power to accept the
      keys of the Demised Premises prior to the termination of this Lease. The
      delivery of keys to any employee of Landlord or of Landlord’s agent shall not
      operate as a termination of this Lease or a surrender of the Demised Premises.
      In the event of Tenant at any time desiring to have Landlord sublet the Demised
      Premises, Landlord or Landlord’s agents are authorized to receive said keys for
      such purpose without releasing Tenant from any of the obligations under this
      Lease. The receipt or acceptance by Landlord of rent with knowledge of the
      breach of any covenant of this Lease shall not be deemed a waiver of such
      breach. No provision of this Lease shall be deemed to have been waived by
      Landlord or Tenant, unless such waiver be in writing signed by Landlord or
      Tenant as the case may be. No payment by Tenant or receipt by Landlord of a
      lesser amount than the monthly rent required to be paid shall be deemed to
      be
      other than on account of the earliest such 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 provided.

     

    
      
        
        

      

      
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    32.6  This
      Lease with its schedules and annexes contain the entire agreement between
      Landlord and Tenant and any executory agreement hereafter made between Landlord
      and Tenant shall be ineffective to change, modify, waive, release, discharge,
      terminate or effect an abandonment of this Lease, in whole or in part, unless
      such executory agreement is signed by the party to be charged. This Lease may
      not be orally waived, terminated, changed or modified.

     

    32.7  The
      captions of Articles in this Lease and its Table of Contents and Index are
      inserted only as a convenience and for reference and they in no way define,
      limit or describe the scope of this Lease or the intent of any provision
      thereof. References to Articles and Sections are to those in this Lease unless
      otherwise noted.

     

    32.8  If
      any
      term, covenant, condition or provision of this Lease or the application thereof
      to any circumstance or to any person, firm or corporation shall be invalid
      or
      unenforceable to any extent, the remaining terms, covenants, conditions and
      provisions of this Lease or the application thereof to any circumstances or
      to
      any person, firm or corporation other than those as to which any term, covenant,
      condition or provision is held invalid or unenforceable, shall not be affected
      thereby and each remaining term, covenant, condition and provision of this
      Lease
      shall be valid and shall be enforceable to the fullest extent permitted by
      law.

     

    32.9  If
      any
      term, covenant, condition or provision of this Lease is found invalid or
      unenforceable to any extent, by a final judgment or award which shall not be
      subject to change by any appeal, then, either party to this Lease may initiate
      an arbitration in accordance with the provisions of Article 25, which
      arbitration shall be by three (3) arbitrators each of which shall have at least
      ten (10) years’ experience in the supervision of the operation and management of
      major office buildings in Manhattan. Said arbitrators shall devise a valid
      and
      enforceable substitute term, covenant, condition or provision for this Lease
      which shall as nearly as possible carry out the intention of the parties with
      respect to the terms, covenant, condition or provisions theretofore found
      invalid or unenforceable. Such substitute term, covenant, condition or
      provision, as determined by the arbitrators, shall thereupon be deemed a part
      of
      this Lease.

     

    32.10  Landlord
      shall have the right from time to time, to substitute for the basement space,
      if
      any, then occupied by Tenant, comparable space in the basement, provided
      Landlord shall give at least thirty (30) days’ prior written notice to Tenant of
      its intention so to do. No vault or basement space not within the property
      line
      of the Building is leased hereunder, anything to the contrary indicated
      elsewhere in this Lease notwithstanding. Any vault or basement space not within
      the property line of the Building, which Tenant may be permitted to use or
      occupy, shall be used or occupied under revocable license and if the amount
      of
      such space be diminished or required by any governmental authority having
      jurisdiction, Landlord shall not be subject to any liability nor shall Tenant
      be
      entitled to abatement of rent, nor shall such diminution or abatement be deemed
      a constructive or actual eviction. Any fee or license charge or tax of municipal
      authorities for such vault or basement space shall be paid by Tenant to Landlord
      as additional rent within five (5) days after written demand therefor. In such
      fee, tax or charge shall be for vault or basement space greater in area than
      that occupied by Tenant, the charge to Tenant shall be pro-rated.

     

    
      
        
        

      

      
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    32.11  Notwithstanding
      anything herein to the contrary, it is to be strictly understood and agreed
      that
      (X) the submission by Landlord to Tenant of any drafts of this Lease or any
      correspondence with respect thereto shall (i) be deemed submission solely for
      Tenant’s consideration and not for acceptance and execution, (ii) have no
      binding force or effect, (iii) not constitute an option for the leasing of
      the
      Demised Premises or a lease or conveyance of the Demised Premises by Landlord
      to
      Tenant and (iv) not confer upon Tenant or any other party any title or estate
      in
      the Demised Premises, (Y) the terms and conditions of this Lease shall not
      be
      binding upon Landlord in any way unless and until it is unconditionally executed
      and delivered by both parties in their respective sole and absolute discretion
      and all conditions precedent to the effectiveness thereof shall have been
      fulfilled or waived, and (Z) if this Lease is not so executed and delivered
      for
      any reason whatsoever (including, without limitation, either party’s willful or
      other refusal to do so or bad faith), neither party shall be liable to the
      other
      with respect to this Lease on account of any written or parol representations,
      negotiations, any legal or equitable theory (including, without limitation,
      part
      performance, promissory estoppel, or undue enrichment) or otherwise. In
      consideration of Landlord’s administrative expense in considering this Lease and
      the terms of Tenant’s proposed tenancy hereunder and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Tenant’s submission to Landlord of this Lease, duly executed by Tenant, shall
      constitute Tenant’s irrevocable offer for the leasing of the Demised Premises,
      to continue for thirty (30) days from and after receipt by Landlord or until
      Landlord shall deliver to Tenant written notice of rejection of Tenant’s offer,
      whichever shall first occur.

     

    32.12  Tenant
      acknowledges that Landlord is entering into this Lease on the express condition
      that Tenant treat the terms and conditions of the subject matter of this Lease
      confidentially as provided in this Section 32.12. As a condition to the
      effectiveness of this Lease, Tenant hereby represents and agrees as follows:
      (i)
      Tenant shall, at all times, keep the terms and conditions of the subject matter
      of this Lease strictly confidential (it being agreed that such terms and
      conditions may be disclosed to Tenant’s directors and officers, as well as
      Tenant’s legal counsel and accountants who need to know such information for the
      purpose of complying with the terms and conditions hereof); (ii) such directors,
      officers and legal counsel and accountants shall be informed by Tenant of the
      confidential nature of such information and shall be directed by Tenant to
      treat
      such information with strict confidence; and (iii) Tenant shall not disclose
      the
      terms and conditions of this Lease to any person other than as permitted
      hereinabove. As used in this Section, the term “person” shall include, without
      limitation, a corporation, limited liability company, limited liability
      partnership, general or limited partnership, trust, pension fund, association
      or
      individual. Nothing herein shall be construed to prevent Tenant from (x)
      disclosing the terms of this Lease in connection with any litigation between
      Landlord and Tenant regarding the subject matter hereof, (y) making any
      disclosure as required by all applicable legal requirements and (z) reporting
      terms of the Lease in Tenant’s financial statements as shall be required by
      generally accepted accounting principles. The terms of this Section shall
      survive the expiration or sooner termination of this Lease. Notwithstanding
      the
      foregoing, Landlord acknowledges that Tenant is required (i) to disclose the
      terms of this Lease in Tenant’s periodic reports and/or registration statements
      filed with the U.S Securities and Exchange Commission (“SEC”) and to (ii) to
      file a copy of the Lease to one or more reports or registration statements
      filed
      by Tenant with the SEC in compliance with Tenant’s disclosure obligations under
      the Securities Act of 1933, as amended and the Securities Exchange Act of 1934,
      as amended.

     

    
      
        
        

      

      
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    32.13  Subject
      to the Building’s Rules and Regulations, Landlord shall provide Tenant with the
      use of the Building’s freight elevators and for up to eight (8) hours for
      Tenant’s initial move-in without charge to Tenant.

     

    32.14  Landlord,
      at its sole cost and expense, shall install one (1) Building Standard sign
      identifying the Tenant on the exterior door(s) of the Demised
      Premises.

     

    ARTICLE
      33

     

    SUCCESSORS
      AND ASSIGNS

     

    33.1  The
      covenants, conditions and agreements contained in this Lease shall bind and
      inure to the benefit of the parties hereto and their respective heirs, legal
      representatives, successors and, except as otherwise provided herein, their
      assigns.

     

    ARTICLE
      34

     

    HAZARDOUS
      MATERIALS

     

    34.1  Tenant
      shall not cause or permit “Hazardous Materials” (as defined below) to be used,
      transported, stored, released, handled, produced or installed in, on or from,
      the Demised Premises or the Building. The term “Hazardous Materials” shall, for
      the purposes hereof, mean any flammable, explosive or radioactive materials;
      hazardous wastes; hazardous and toxic substances or related materials; asbestos
      or any material containing asbestos; or any other such substance or material;
      as
      defined by any federal, state or local law, ordinance, rule or regulation,
      including, without limitation, the Comprehensive Environmental Response
      Compensation and Liability Act of 1980, as amended, the Hazardous Materials
      Transportation Act, as amended, the Resource Conservation and Recovery Act,
      as
      amended, and in the regulations adopted and publications promulgated pursuant
      to
      each of the foregoing. In the event of a breach of the provisions of this
      Article 34, Landlord shall, in addition to all of its rights and remedies under
      this Lease and pursuant to law, require Tenant to remove any such Hazardous
      Materials from the Demised Premises or the Building in the manner prescribed
      for
      such removal by all requirements of law. The provisions of this Article 34
      shall
      survive the expiration or sooner termination of this Lease. 

     

    
      
        
        

      

      
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    ARTICLE
      35

     

    PARTNERSHIP
      TENANT

     

    35.1  A.
      If
      Tenant
      is a partnership or a professional corporation (or is comprised of two (2)
      or
      more persons, individually or as co-partners of a partnership or shareholders
      of
      a professional corporation) or if Tenant’s interest in this Lease shall be
      assigned to a partnership or a professional corporation (or to two (2) or more
      persons, individually or as co-partners of a partnership or shareholders of
      a
      professional corporation) pursuant to Article 8 hereof (any such partnership,
      professional corporation and such persons are referred to in this Article 35
      as
“Partnership Tenant”), the following provisions shall apply to such Partnership
      Tenant: (a) the liability of each of the parties comprising Partnership Tenant
      for the observance and performance of all the terms, covenants and conditions
      of
      this Lease shall be joint and several; (b) each of the parties comprising
      Partnership Tenant hereby consents in advance to, and agrees to be bound by
      (x)
      any written instrument which may hereafter be executed by Partnership Tenant
      or
      any successor entity, changing, modifying, extending or discharging this Lease,
      in whole or in part, or surrendering all or any part of the Demised Premises
      to
      Landlord, and (y) any notices, demands, requests or other communications which
      may hereafter be given by Partnership Tenant or by any of the parties comprising
      Partnership Tenant; (c) any bills, statements, notices, demands, requests or
      other communications given or rendered to Partnership Tenant or to any of such
      parties shall be binding upon Partnership Tenant and all such parties; (d)
      if
      Partnership Tenant shall admit new partners or shareholders, as the case may
      be,
      all of such new partners or shareholders, as the case may be, shall, by their
      admission to Partnership Tenant, be deemed to have assumed joint and several
      liability for the performance of all of the terms, covenants and conditions
      of
      this Lease on Tenant’s part to be observed and performed; and (e) Partnership
      Tenant shall give prompt notice to Landlord of the admission of any such new
      partners or shareholders, as the case by be, and upon demand of Landlord, shall
      cause each such new partner or shareholder, as the case may be, to execute
      and
      deliver to Landlord an agreement in form satisfactory to Landlord, wherein
      each
      such new partner or shareholder, as the case may be, shall assume joint and
      several liability for the observance and performance of all the terms, covenants
      and conditions of this Lease on Tenant’s part to be observed and performed (but
      neither Landlord’s failure to request any such agreement nor the failure of any
      such new partner or shareholder, as the case may be, to execute or deliver
      any
      such agreement to Landlord shall vitiate the provisions of clause (d) of this
      Article 35).

     

    B.  Anything
      herein to the contrary notwithstanding, if Tenant is a limited or general
      partnership (or is comprised of two (2) or more persons, individually or as
      co-partners), the change or conversion of Tenant to (i) a limited liability
      company, (ii) a limited liability partnership, or (iii) any other entity which
      possesses the characteristics of limited liability (any such limited liability
      company, limited liability partnership, or entity is collectively referred
      to as
      a “Successor Entity”) shall be prohibited unless the prior written consent of
      Landlord is obtained, which consent may be withheld in Landlord’s sole
      discretion.

     

    C.  Notwithstanding
      the foregoing in Section 35.1 B, Landlord agrees not to unreasonably withhold
      or
      delay its consent provided that:

     

    
      
        
        

      

      
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    (1)  The
      Successor Entity succeeds to all or substantially all of Tenant’s business and
      assets;

     

    (2)  The
      Successor Entity shall have a net worth (“Net Worth”), determined in accordance
      with generally accepted accounting principles, consistently applied, of not
      less
      than the greater of the Net Worth of Tenant on (i) the date of execution of
      the
      Lease, or (ii) the day immediately preceding the proposed effective date of
      such
      conversion;

     

    (3)  Tenant
      is
      not in default of any of the terms, covenants or conditions of this Lease on
      the
      proposed effective date of such conversion;

     

    (4)  Tenant
      shall cause each partner of Tenant to execute and deliver to Landlord an
      agreement, in form and substance satisfactory to Landlord, wherein each such
      partner agrees to remain personally liable for all of the terms, covenants
      and
      conditions of the Lease that are to be observed and performed by the Successor
      Entity; and

     

    (5)  Tenant
      shall reimburse Landlord within ten (10) days following demand by Landlord
      for
      any and all reasonable costs and expenses that may be incurred by Landlord
      in
      connection with said conversion of Tenant to a Successor Entity, including,
      without limitation, any attorney’s fees and disbursements.

     

    ARTICLE
      36

     

    SUBMISSION
      TO JURISDICTION

     

    36.1  Tenant
      hereby (a) irrevocably consents and submits to the jurisdiction of any Federal,
      state, county or municipal court sitting in the State of New York in respect
      to
      any action or proceeding brought therein by Landlord against Tenant concerning
      any matters arising out of or in any way relating to this Lease; (b) irrevocably
      waives personal service of any summons and complaint and consents to the service
      upon it of process in any such action or proceeding by mailing of such process
      to Tenant at the address set forth herein and hereby irrevocably designates
      Goldstein & GiGioia, LLP, 45 Broadway, 11th Floor, New York, New York 10006,
      a law firm having offices in Manhattan, to accept service of any process on
      Tenant’s behalf and hereby agrees that such service shall be deemed sufficient;
      (c) irrevocably waives all objections as to venue and any and all rights it
      may
      have to seek a change of venue with respect to any such action or proceedings;
      (d) agrees that the laws of the State of New York shall govern in any such
      action or proceeding and waives any defense to any action or proceeding granted
      by the laws of any other country or jurisdiction unless such defense is also
      allowed by the laws of the State of New York; and (e) agrees that any final
      judgment rendered against it in any such action or proceeding shall be
      conclusive and may be enforced in any other jurisdiction by suit on the judgment
      or in any other manner provided by law. Tenant further agrees that any action
      or
      proceeding by Tenant against Landlord in respect to any matters arising out
      of
      or in any way relating to this Lease shall be brought only in the State of
      New
      York, county of New York. In furtherance of the foregoing, Tenant hereby agrees
      that its address for notices by Landlord and service of process under this
      Lease
      shall be the Demised Premises. Notwithstanding the foregoing provisions of
      this
      Article 36, Tenant may, by written notice to Landlord, change the designated
      agent for acceptance of service of process to any other law firm located in
      the
      City, county and State of New York.

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

    ARTICLE
      37

     

    SUBSTITUTION
      OF SPACE 

     

    37.1  A.Tenant
      covenants and agrees that Landlord shall, at any time during the term of this
      Lease, have the absolute and unqualified one-time right, upon ninety (90) days’
notice to Tenant, to designate as the Demised Premises other premises in the
      Building in accordance with this Article 37. Such notice shall (i) specify
      and
      designate the space so substituted for the Demised Premises and (ii) specify
      the
      date for termination of the Lease which date shall be no sooner than ninety
      (90)
      days from the date of Landlord’s Notice (as hereinafter defined)(“Cancellation
      Date”) if Tenant elects to terminate the Lease in accordance with Section 37.2
      below (“Landlord’s Notice”). Notwithstanding such substitution of space, this
      Lease and all the terms, provisions, covenants and conditions contained in
      this
      Lease shall remain and continue in full force and effect, except that the
      Demised Premises shall be deemed to be such substituted space (hereinafter
      called “Substituted Space”), with the same force and effect as if the
      Substituted Space were originally specified in this Lease as the Demised
      Premises, subject however, to Tenant right to terminate this Lease as set forth
      in Section 37.2. Said Substituted Space shall be substantially similar in size
      to that of the Demised Premises and shall be on the 15th floor of the Building
      or above.

     

    
      	B.   	In the event of the substitution of space as provided
              in
              subparagraph A above:


      	 	 


      	(i)  	
              Landlord
                shall, at Landlord’s expense, prepare the Substituted Space so that it is
                in substantially the same condition, including layout and the number
                of
                offices and desk space as the Demised
                Premises;

            


    

     

    
      	(ii)  	
              As
                soon as Landlord has completed preparing the Substituted Space as
                set
                forth in subsection (i), Tenant, upon seven (7) days prior written
                notice,
                shall move to the Substituted Space, and upon failure of Tenant to
                so move
                to the Substituted Space, Landlord may, as Tenant’s agent, remove Tenant
                from the Demised Premises to the Substituted Space. Failure to Tenant
                to
                move to the Substituted Space pursuant to this Article 37 be deemed
                a
                material breach of this Lease on the part of Tenant. Notwithstanding
                the
                foregoing, Landlord shall either, at its option, reimburse Tenant
                for all
                moving expenses or move Tenant to the Substituted Space at Landlord’s sole
                cost and expense; Tenant’s moving expenses shall also include reasonable
                out-of-pocket expenses for reinstallation of Tenant’s equipment,
                telephones and computers in Substituted Space; reinstallation or
                replacement of improvements made by Tenant in Demised Premises; door
                lettering (comparable to door lettering at Demised Premises); and
                other
                reasonable out-of-pocket expenses reasonably incurred (to the reasonable
                satisfaction of Landlord) solely as a result of any substitution
                of space
                pursuant to this Article 37; and

            


    

     

    
      	(iii)  	
              Following
                any substitution of space pursuant to this Article 37, Landlord and
                Tenant
                shall, at the request of either party, promptly execute and deliver
                an
                agreement setting forth such substitution of space and the changes
                (if
                any) in the fixed rent and rentable square footage in the applicable
                places in this Lease.

            


    

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

    37.2  In
      the
      event Landlord exercises its rights hereunder, Tenant shall have the right
      to
      terminate this Lease (without payment of any termination fees to Landlord),
      provided, however, that Tenant provides Landlord written notice of such election
      to terminate within fifteen (15) days of receipt of Landlord’s Notice. In the
      event Tenant exercises such right to terminate in accordance with this Article
      37, then this Lease shall end and expire as of the Cancellation Date indicated
      on Landlord’s Notice, and Tenant shall vacate the Demised Premises and surrender
      the same to Landlord on or before the Cancellation Date in accordance with
      the
      provisions of this Lease, and Tenant shall have no further obligations to
      Landlord relating to the Demised Premises, except for actual or contingent
      liabilities of Tenant to Landlord, including, but not limited to, the payment
      of
      all Rent and other charges payable to Landlord, accrued through and including
      the later of the Cancellation Date or the date of Tenant’s surrender of the
      Demised Premises to Landlord in the condition required by this Lease, which
      liabilities shall survive the expiration of the Lease.

     

     

    [BALANCE
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this
      Lease as of the date first above written.

     

    
      	 	
              DOLP
                675 PROPERTIES II LLC, a Delaware limited liability
                company

            
	 	 
	 	
              By: 
DOLP
                675 Properties LLC, a New York limited liability company, its Sole
                Member

            
	 	 
	 	
              By:      The
                Durst Organization L.P., a Delaware limited partnership, its Sole
                Member

            
	 	 
	 	
              By:     The
                Durst Group LLC, a New York limited liability company, its General
                Partner

            
	 	 
	 	
              By:     The
                Durst Organization Inc., a New York corporation, its
                Manager

            
	 	 
	 	
              By:________________________

               
                Douglas Durst, President

            
	 	 
	 	
              By:     The
                Durst Properties Trust  Inc.,
                a Maryland corporation, its General Partner

            
	 	 
	 	
              By:__________________________

               
                Douglas Durst, President

            
	 	 
	 	 
	 	
              LEV
                PHARMACEUTICALS, INC.

            
	 	 
	 	
              By: __________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

     

     

    TENANT
      ACKNOWLEDGMENT

     

    
      	
              State
                of New York

            	 	)	 	 
	 	
              )

            	
              ss.:

            	 
	
              County
                of New York

            	)	 	 


    

    


    On
      the
      ____ day of __________________ in the year 2006 before me, the undersigned,
      a
      Notary Public in and for said state, personally appeared _____________________,
      personally known to me or proved to me on the basis of satisfactory evidence
      to
      be the individual whose name is subscribed to the within instrument and
      acknowledged to me that he/she executed the same in his/her capacity, and that
      by his/her signature on the instrument, the individual, or the person upon
      behalf of which the individual acted, executed the instrument.

     

     

      
        

      

    

    Notary
      Public

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    FLOOR
      PLAN

     

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
        B

    

    


    WORK
      LETTER

     

     

     

    Tenant
      acknowledges that it has inspected the Demised Premises, is fully familiar
      with
      the condition thereof, and agrees to take possession of the Demised Premises
      in
      its present "as is" condition and shall not call upon Landlord to perform any
      alterations or decorations or furnish any materials to or in the Demised
      Premises to suit them for Tenant's occupancy, except that Landlord, at its
      sole
      cost and expense, shall perform the following work as outlined in clauses (a)
      through (k) below in accordance with Royal Realty Sketch A-1 Revised dated
      11/28/06 (“Sketch”) and attached hereto:

     

     

     

    (a)  Demolish
      approximately thirty (30’-0”) lineal feet of drywall and remove all debris as
      indicated in the Sketch; 

     

    (b)  Furnish
      and install approximately twenty (20’-0”) lineal feet of new Building Standard
      drywall partitions as indicated in the Sketch; 

     

    (c)  Furnish
      and install one (1) new 6’ x 8’ hollow metal door frame, one (1) pair of 3’ x 8’
stain grade cherry veneer doors and new hardware to match existing as indicated
      in the Sketch;

     

    (d)  
      Furnish
      and install new 2’x 2’ suspended acoustical ceiling to match existing in areas
      affected by new construction; 

     

    (e)  Remove
      existing carpet and furnish and install new Building Standard carpet
      manufactured by “Karastan” or vinyl composite tile throughout the Demised
      Premises. Office carpet will be “Plateau Series” and general area carpet will be
“FiFi Series” in colors selected by Tenant from samples provided by Landlord.
      Furnish and install new 4” vinyl wall base on all partitions and columns;


     

    (f)  Remove
      and re-install eight (8) existing
      2’ x 4’ light fixtures, re-circuit lighting and install one (1) new light
      switch; 

     

    (g)  Furnish
      and install five (5) 20 amp receptacles and five (5) tele/data stubs as
      indicated in the Sketch; 

     

    (h)  Relocate
      existing sprinkler heads or furnish and install new sprinkler heads to meet
      NYC
      code requirements;

     

    (i)  
      Relocate
      existing HVAC ceiling air diffusers in areas affected by new
      construction;

     

    (j)  Paint
      all
      surfaces usually painted in the Demised Premises, not more than one color per
      room, standard of the building, in colors selected by Tenant; and 

     

    (k)  Remove
      existing and install new wall covering on east the Conference Room wall.


     

    Tenant
      agrees that all telephone, data and communication cabling and associated
      equipment is to be installed by Tenant at Tenant's sole cost and
      expense.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      In
      no
      event however, shall Landlord be required to employ any "overtime" labor or
      pay
      any "overtime" or other premium pay rate in connection with any of the foregoing
      work set forth in this Work Letter.

     

    


     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
        C

CLEANING
      SPECIFICATIONS

     

    OFFICE
      CLEANING ON BUSINESS DAYS

     

    Desk
      and
      table tops are dusted nightly.

    All
      horizontal and vertical surfaces are dusted nightly.

    All
      glass
      top desks and tables are damp wiped nightly.

    All
      composition tile flooring is thoroughly dust mopped nightly with treated cloth.
      All corners are cleaned.

    Carpeted
      areas thoroughly vacuumed weekly; additionally, high traffic areas of floor
      vacuumed nightly.

    Low
      dusting of furniture is done nightly.

    All
      waste
      baskets are emptied nightly.

    Desk
      trays are dusted nightly.

    Hi-dusting
      - quarterly.

    Window
      cleaning - approximately three times annually.

    CORE
      LAVATORIES - NIGHTLY - Monday through Friday, inclusive (excluding holidays
      as
      described in Lease).

     

    Sweep
      and
      wash and scrub all lavatory flooring, using germicide in the water.

     

    Wash
      and
      polish all mirrors, powder shelves, brightwork, etc., including flushometers,
      piping, toilet seat, hinges.

    Wash
      both
      sides of all toilet seats.

    Wash
      and
      disinfect all basins, bowls and urinals.

    Dust
      all
      partitions, tile walls, dispensers and receptacles.

    Empty
      and
      clean paper towel and sanitary disposal receptacles.

    Remove
      wastepaper to designated area in the loading dock.

    Fill
      toilet tissue holders.

    CORE
      LAVATORIES - PERIOD CLEANING

     

    Machine
      scrub flooring monthly.

    Wash
      all
      partitions, tile walls and enamel surfaces once a month, using proper
      disinfectant monthly.

    Wash
      all
      metal ceilings once per annum.

    Dust
      all
      lighting fixtures once a month.

    Do
      all
      high dusting once a month.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
        D

    

    


    RULES
      AND REGULATIONS

     

    The
      rights of tenants in the entrances, corridors, elevators and escalators of
      the
      Building are limited to ingress to and egress from the tenants’ premises for the
      tenants and their employees, licensees and invitees, and no tenant shall use,
      or
      permit the use of, the entrances, corridors, escalators or elevators for any
      other purpose. No tenant shall invite to the tenant’s premises, or permit the
      visit of, persons in such numbers or under such conditions as to interfere
      with
      the use and enjoyment of any of the plazas, entrances, corridors, escalators,
      elevators and other facilities of the Building by other tenants. Fire exits
      and
      stairways are for emergency use only, and they shall not be used for any other
      purposes by the tenants, their employees, licensees or invitees. No tenant
      shall
      encumber or obstruct, or permit the encumbrance or obstruction of or store
      or
      place any materials on any of the sidewalks, plazas, entrances, corridors,
      escalators, fire exits or stairways of the Building. The Landlord reserves
      the
      right to control and operate the public portions of the Building and the public
      facilities, as well as facilities, furnished for the common use of the tenants,
      in such manner as it deems best for the benefit of the tenants
      generally.

     

    The
      cost
      of repairing any damage to the public portions of the Building or the public
      facilities or to any facilities used in common with other tenants, caused by
      a
      tenant or the employees, licensees or invitees of the tenant, shall be paid
      by
      such tenant.

     

    The
      landlord may refuse admission to the Building outside of ordinary business
      hours
      to any person not known to the watchman in charge or not having a pass issued
      by
      the Landlord or not properly identified, and may require all persons admitted
      to
      or leaving the Building outside of ordinary business hours to register, Tenant’s
      employees, agents and visitors shall be permitted to enter and leave the
      Building whenever appropriate arrangements have been previously made between
      the
      Landlord and the tenant with respect thereto. Each tenant shall be responsible
      for all persons for whom he requests such permission and shall be liable to
      the
      Landlord for all acts of such persons. Any person whose presence in the Building
      at any time shall, in the judgment of the Landlord, be prejudicial to the
      safety, character, reputation and interests of the Building or its tenants
      may
      be denied access to the Building or may be ejected therefrom. In case of
      invasion, riot, public excitement or other commotion the Building may prevent
      all access to the Building during the continuance of the same, by closing the
      doors or otherwise, for the safety of the tenants and protection of property
      in
      the Building. The Landlord may require any person leaving the Building with
      any
      package or other object to exhibit a pass from the tenant from whose premises
      the package or object is being removed, but the establishment and enforcement
      of
      such requirement shall not impose any responsibility on the Landlord for the
      protection of any tenant against the removal of property from the premises
      of
      the tenant. The Landlord shall, in no way, be liable to any tenant for damages
      or loss arising from the admission, exclusion or ejection or any person to
      or
      from the tenant’s premises or the Building under the provisions of this
      rule.

     

    No
      tenant
      shall obtain or accept for use in its premises, ice, drinking water, food
      beverage, towel, barbering, boot blacking, floor polishing, lighting
      maintenance, cleaning or other similar services from any persons not authorized
      by the Landlord in writing to furnish such services, provided always that the
      charges for such services by persons authorized by the Landlord are not
      excessive. Such prohibition shall not include food and beverage deliveries
      to
      the Demised Premises. Such services shall be furnished only at such hours,
      in
      such places within the tenant’s premises and under such regulations as may be
      fixed by the Landlord.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        EXHIBIT
          D

        Page
          2

      

    

    No
      awnings or other projections over or around the windows shall be installed
      by
      any tenant, and only such window blinds as are supplied or permitted by the
      Landlord shall be used in a tenant’s premises.

     

    There
      shall not be used in any space, or in the public halls of the Building, either
      by the Tenant or by jobbers or others, in the delivery or receipt of
      merchandise, any hand trucks, except those equipped with rubber tires and side
      guards.

     

    All
      entrance doors in each tenant’s premises shall be kept locked when the tenant’s
      premises are not in use. Entrance doors shall not be left open at any time.
      All
      windows in each tenant’s premises shall be kept closed at all times. All blinds
      in any tenant’s premises above the ground floor shall be lowered when and as
      reasonably required, because of the position of the sun, during the operation
      of
      the Building air conditioning system to cool or ventilate the tenant’s
      premises.

     

    No
      noise,
      including the playing of any musical instruments, radio or television, which,
      in
      the judgment of the Landlord, might disturb other tenants in the Building shall
      be made or permitted by any tenant, and no cooking shall be done in the Tenant’s
      premises, except as expressly approved by the Landlord. Nothing shall be done
      or
      permitted in any tenant’s premises, and nothing shall be brought into or kept in
      any tenant’s premises, which would impair or interfere with any of the Building
      services or the proper and economic heating, cleaning or other servicing of
      the
      Building or premises, or the use or enjoyment by any other tenant of any other
      premises, nor shall there be installed by any tenant any ventilating, air
      conditioning, electrical or other equipment of any kind which, in the judgment
      of the Landlord, might cause any such impairment or interference. No dangerous,
      inflammable, combustible or explosive object or material shall be brought into
      the Building by any tenant or with the permission of any tenant.

     

    Tenant
      shall not permit any cooking or food odors emanating within the Demised Premises
      to seep into other portions of the Building.

     

    No
      acids,
      vapors or other materials shall be discharged or permitted to be discharged
      into
      the waste lines, vents or flues of the Building which may damage them. The
      water
      and wash closets and other plumbing fixtures in or serving any tenant’s premises
      shall not be used for purpose other than the purpose for which they were
      designed or constructed, and no sweepings, rubbish, rags, acids or other foreign
      substances shall be deposited therein. All damages resulting from any misuse
      of
      the fixtures shall be borne by the tenant who, or whose servants, employees,
      agents, visitors, or licensees, shall have caused the same.

     

    No
      signs,
      advertisements, notice or other lettering shall be exhibited, inscribed, painted
      or affixed by any tenant on any part of the outside or inside the premises
      or
      the Building without the prior written consent of Landlord. In the event of
      the
      violation of the foregoing by any tenant, Landlord may remove the same without
      any liability, and may charge the expense incurred by such removal to the tenant
      or tenants violating this rule. Interior signs and lettering on doors and
      elevators shall be inscribed, painted, or affixed for each tenant by Landlord
      at
      the expense of such tenant, and shall be of a size, color and style acceptable
      to Landlord. Landlord shall have the right to prohibit any advertising by any
      tenant which impairs the reputation of the building or its desirability as
      a
      building for offices, and upon written notice from Landlord, Tenant shall
      refrain from or discontinue such advertising.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        EXHIBIT
          D

        Page
          3

      

    

    No
      additional locks or bolts of any kind shall be placed upon any of the doors
      or
      windows in any tenant’s premises and no lock on any door therein shall be
      changed or altered in any respect. Duplicate keys for a tenant’s premises and
      toilet rooms shall be procured only from the Landlord, which may make a
      reasonable charge therefore. Upon the termination of a tenant’s lease, all keys
      of the tenant’s premises and toilet rooms shall be delivered to the
      Landlord.

     

    No
      tenant
      shall mark, paint, drill into, or in any way deface any part of the Building
      or
      the premises demised to such tenant. No boring, cutting or stringing of wires
      shall be permitted, except with the prior written consent of Landlord, and
      as
      Landlord may direct. No tenant shall install any resilient tile or similar
      floor
      covering in the premises demised to such tenant except in a manner approved
      by
      Landlord.

     

    No
      tenant
      shall lease desk space or permit the licensing of desk space in the premises
      demised to such tenant.

     

    No
      premises shall be used, or permitted to be used, at any time, as a store for
      the
      sale or display of goods, wares or merchandise of any kind, or as a restaurant,
      shop, booth, bootblack or other stand, or for the conduct of any business or
      occupation which predominantly involves direct patronage of the general public
      in the premises demised to such tenant, or for manufacturing or for other
      similar purposes.

     

    The
      requirements of tenants will be attended to only upon application at the office
      of the building. Employees of Landlord shall not perform any work or do anything
      outside of the regular duties, unless under special instructions from the office
      of the landlord.

     

    Each
      tenant shall, at its expense, provide artificial light in the premises demised
      to such tenant for Landlord’s agents, contractors and employees while performing
      janitorial or other cleaning services and making repairs or alterations in
      said
      premises.

     

    The
      tenant’s employees shall not loiter around the hallways, stairways, elevators,
      front roof or any other part of the Building used in common by the occupants
      thereof.

     

    If
      the
      premises demised to any tenant become infested with vermin, such tenant, at
      its
      sole cost and expense, shall cause its premises to be exterminated, from time
      to
      time, to the satisfaction of Landlord and shall employ such exterminators
      therefor as shall be approved by Landlord.

     

    Any
      cuspidors or similar containers or receptacles used in any tenant’s premises
      shall be cared for and cleaned by and at the expense of the Tenant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        EXHIBIT
          D

        Page
          4

      

    

    All
      movers used by any tenant or occupant of the Building shall be appropriately
      licensed and shall maintain adequate insurance coverage (proof of such coverage
      shall be delivered to Landlord prior to movers providing service in and
      throughout the Building). No Tenant shall move, or permit to be moved, into
      or
      out of the building or the premises demised to such Tenant, or move any heavy
      or
      bulky matter without specific approval of the Landlord, and if such matter
      requires special handling, only a person holding a master rigger’s license shall
      be employed to perform such special services. Tenant shall protect the Demised
      Premises, including all finishing work from damage or soiling by Tenant’s movers
      and contractors and shall pay for extra cleaning or replacement or repairs
      by
      reason of Tenant’s failure to do so.

     

    If
      the
      Demised Premises shall be situated on the ground floor of the Building, Tenant
      shall cause all exterior windows facing on any street or avenue to be thoroughly
      cleaned inside and out at least once per week. In addition, if the Demised
      Premises shall be on the ground floor, Tenant shall likewise cause the exterior
      of any storefront or sign to be kept clean, properly maintained and in good
      order and repair throughout the term of this Lease.

     

    No
      bicycles, vehicles, or animals of any kind shall be brought into or kept in
      or
      about the Demised Premises.

     

    The
      Demised Premises shall not be used for lodging or sleeping or for any immoral
      or
      illegal purposes.

     

    Canvassing,
      soliciting, and peddling in the Building are prohibited and each tenant shall
      cooperate to prevent the same.

     

    No
      space
      in the Building shall be used for manufacturing, distribution, or for the
      storage of merchandise or for the sale of merchandise, goods or property of
      any
      kind at auction.

     

    No
      tenant
      shall occupy or permit any portion of the Demised Premises leased to it to
      be
      occupied as an office for a public stenographer or typist, or for the
      possession, storage, manufacture, or sale of liquor, narcotics, dope, tobacco
      in
      any form, or as a barber or manicure shop or as an employment bureau or agency,
      or for a public finance (personal loan) business. No tenant or occupant shall
      engage or pay any employees on the Demised Premises, except those actually
      working for such occupant on the Demised Premises, nor advertise for laborers
      giving an address at the Demised Premises.

     

    Whenever
      Tenant shall submit to Landlord any plan, agreement or other document for
      Landlord’s consent or approval, Tenant agrees to pay Landlord as additional
      rent, on demand, a processing fee in a sum equal to the reasonable fee of any
      architect, engineer or attorney employed by landlord to review said plan,
      agreement or document.

     

    Freight,
      furniture, business equipment, merchandise and bulky matter of any description
      shall be delivered to and removed from the Demised Premises only on the freight
      elevators and through the service entrances and corridors, and only during
      hours
      and in a manner approved by Landlord. Landlord reserves the right to inspect
      all
      freight to be brought into the building and to exclude for the building all
      freight which violates any of these Rules and Regulations or the lease of which
      these Rules and Regulations are a part.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        EXHIBIT
          D

        Page
          5

      

    

    Tenants,
      in order to obtain maximum effectiveness of the cooling system shall lower
      and/or close venetian or vertical blinds or drapes when the sun’s rays fall
      directly on windows of Demised Premises.

     

    In
      order
      that the Building can and will maintain a uniform appearance to those outside
      of
      same, each Tenant in building perimeter areas shall (a) use only building
      standard lighting in areas where lighting is visible from the outside of the
      Building and (b) use only building standard venetian or vertical blinds in
      window areas which are visible from the outside of the Building.

     

    All
      paneling, carpets, upholstery, drapery, furniture, and decorating materials
      shall be composed of fire and smoke retardant materials recommended by the
      New
      York City Fire Department. Before installation of any such materials,
      certification of the materials’ fire retardant characteristics shall be
      submitted to Landlord, or its agents, in a manner satisfactory to the
      Landlord.

     

    Except
      as
      provided for in the Work Letter, when alterations to or above hung ceilings
      are
      performed, sprinkler systems will be installed at Tenant’s cost and
      expense.

     

    Because
      of requirements of Local Law 5 regarding certain fire safety regulations, it
      is
      necessary that Landlord know at all times the approximate number of persons
      within the demised premises after normal business hours (i.e. after 6:00 P.M.
      on
      weekdays and on weekends and holidays). Accordingly, within thirty (30) days
      after the date hereof, Tenant shall submit to Landlord its best estimate of
      the
      number of Tenant’s employees, agents, visitors and other persons which Tenant
      expects to occupy the demised premises at any time after normal business hours.
      Prior to 5:00 P.M. of each weekday or prior to 5:00 P.M. on the day preceding
      a
      weekend or holiday, Tenant shall inform the building manager’s office whenever
      Tenant knows, or has reason to believe, that the number of its employees,
      agents, visitors and other persons occupying the demised premises after normal
      working or business hours that evening or the next day(s), as the case may
      be,
      will exceed this estimate. Tenant also shall keep reasonable records which
      indicate the number of persons entering and leaving the demised premises after
      normal business hours, and shall provide copies of such records to Landlord
      at
      Landlord’s request.

     

    The
      use
      of air hammers or saw-all, drilling or cutting through or shooting fasteners
      into the slab, between the hours of 8:00 a.m. and 7:00 p.m., Monday through
      Friday (except holidays), which disturbs other tenants in the Building, whether
      for Tenant’s initial work installation or for subsequent permitted alterations,
      shall be prohibited.

     

    The
      following work may only be done by Tenant, its contractors, agents, employees
      and representatives after business hours and otherwise in accordance with the
      provisions of this Lease and these Rules and Regulations: (a) demolition; (b)
      cutting, trenching, chopping, coring and drilling of floor slabs; (c) shooting
      fasteners into slab, floor or overhead; (d) spraying of paint or other coatings;
      (e) disconnects or shutdowns affecting other tenants or other portions of the
      Building; and (f) burning or welding of steel which causes fumes to be
      transmitted to other parts of the Building.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        EXHIBIT
          D

        Page
          6

      

    

    At
      the
      expiration of Tenant’s lease term, if Landlord shall not require Tenant to
      remove any supplemental air-conditioning system which Tenant has installed
      or
      utilized in its demised premises, Landlord reserves the right to require Tenant,
      at Tenant’s own sole cost and expense, to (a) remove the refrigerant from said
      supplemental air-conditioning system, in full compliance with all applicable
      provisions of this Lease and with any and all applicable laws, ordinances,
      orders, rules, and regulations relating to such removal and (b) promptly repair
      any and all damage caused by, or resulting from, such removal.

     

    Tenant
      shall not give any tips, gratuities, compensation or any other payments or
      gifts
      to Landlord’s employees or agents without Landlord’s prior written
      consent.

     

    There
      shall not be used in any tenant’s premises any portable or desk-top
      space-heating device or fan device, whether electrically powered or
      otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        D-1

    

    


     

    BUILDING
      RULES AND REGULATIONS FOR TENANT ALTERATIONS

     

    The
      following Rules and Regulations apply to new Tenant construction as well as
      Tenant remodeling work. They have been formulated for the following
      purposes:

     

    
      	1.  	
              To
                assist Tenants in understanding the proper methods and procedures
                for the
                performance of construction activities within the
                Building.

            


    

     

    
      	2.  	
              To
                maintain integrity of the architectural, structural, electric, mechanical
                and fire-safety systems of the
                Building.

            


    

     

    
      	3.  	
              To
                ensure all work is performed in accordance with all governing laws,
                safety
                requirements and in a workman like
                manner.

            


    

     

    
      	4.  	
              To
                protect the rights of other
                Tenants.

            


    

     

    The
      Landlord reserves the right to modify these rules and regulations from time
      to
      time as may, in their sole judgment, be required to preserve the integrity
      of
      the Buildings structure and systems, and the safety and quiet enjoyment of
      the
      occupants of the Building. 

     

    
      	I.  	
              GENERAL
                RULES & REGULATIONS

            


    

     

    A.  Tenant
      shall ensure that all proposed alterations, decorations, installations, repairs,
      improvements and/or replacements (which shall hereafter be called
“Alteration(s)”, and which are sometimes referred to as “Tenant’s Work” in the
      Lease) comply with the Administrative Code of the City of New York and all
      other
      laws, codes, ordinances, rules and regulations promulgated by all governmental
      agencies having jurisdiction over such Alterations, including, without
      limitation, the Americans with Disabilities Act.

     

    B.  Tenant
      shall ensure that all Alterations are performed in accordance with all
      applicable provisions of the Lease. Only where the Lease is specifically more
      restrictive does the Lease supercede these Rules & Regulations.

     

    C.  Tenant
      shall ensure that all proposed Alterations comply at minimum with the Building
      Standards.

     

    D.  Tenant
      shall ensure that all proposed Alterations are properly designed to serve
      Tenant’s needs, while remaining in full conformity with, and not adversely
      affecting, any Building systems.

     

    E.  All
      proposed Alterations are to be performed by a general contractor and
      sub-contractors that have been previously approved by Landlord to perform work
      in the Building. Refer to the Building’s “List of Approved Contractors” for a
      complete listing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        EXHIBIT
          D-1

        Page
          2

      

    

    F.  Prior
      to
      the start of the Alteration, Tenant shall submit to Landlord a complete list
      of
      Tenant’s general contractor, all sub-contractors, vendors business name,
      business address, contact, phone number, fax number and 24 hour emergency number
      including the required insurance certificates, signed Indemnification and Hold
      Harmless Agreements, N.Y.C. Dept. of Buildings Work Permits.

     

    G.  Landlord
      reserves the right to withhold its consent of any Alteration due to Tenant’s
      non-compliance of any rule, regulation, requirement or guideline contained
      in
      this Exhibit or in the Lease.

     

    H.  Landlord’s
      approval or disapproval of any proposed Alteration shall in no event change
      or
      modify any provision of the Lease.

     

    I.  Tenant
      shall only use materials and employ labor that will not result in any labor
      difficulty or interruption of Landlord’s operation of the Building.

     

    J.  If
      any
      part of Tenant’s Alteration is improperly or inadequately performed or
      incomplete in any manner, Landlord shall have the right to perform all necessary
      corrective work at Tenant’s cost and expense.

     

    K.  Landlord
      reserves the right to stop the progress of any Alteration that is not being
      performed in strict compliance with the terms and conditions outlined
      herein.

     

    
      	II.  	
              SUBMISSION
                OF DRAWINGS

            


    

     

    A.  Tenant
      shall submit for Landlord's review and written approval, complete architectural
      and engineering drawings, including but not limited to mechanical, electrical,
      plumbing, sprinkler and structural drawings which fully detail all aspects
      of
      the proposed Alterations as follows:

     

    
      	 	
              -

            	
              Four
                (4) complete sets of full-sized 1/8” scale
                drawings.

            


    

     

    
      	 	
              -

            	
              Complete
                set of Architectural and Engineering drawings submitted electronically
                utilizing AutoCAD format.

            


    

     

    
      	 	
              -

            	
              All
                revisions and final “As-Built” drawings are to be provided in AutoCAD
                format.

            


    

     

    
      	 	
              -

            	
              Electronic
                drawings should be sent to
                planroom@durst.org.

            


    

     

    B.  All
      drawings submitted for Landlord's review must be prepared, signed and sealed
      by
      Tenant's registered architect and professional engineer, licensed to conduct
      business in the State of New York.

     

    C.  Tenant’s
      drawings must include details of connections to all Base Buildings systems
      and
      must be accompanied by a statement outlining the total electrical and mechanical
      loads.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        EXHIBIT
          D-1

        Page
          3

      

    

    D.  Landlord
      reserves the right to refer Tenant’s drawings to Landlord’s consulting engineers
      for review. All costs incurred by Landlord for any such review, approval and/or
      inspection of Tenant’s Alteration shall be reimbursed by Tenant.

     

    E.  Tenant
      shall provide Landlord, for Landlord’s review and written approval, all revised,
      modified and/or additional drawings issued in the course of the Alteration,
      in
      the quantities and format outlined in (A.) above.

     

    F.  Landlord’s
      review and approval of Tenant’s drawings is for consent purposes only and is not
      a review for compliance with any law, ordinance, code or insurance requirement,
      nor a review of the adequacy of Tenant’s design. No such approval or comments
      shall constitute a waiver of the obligation that the Alteration complies with
      all governmental laws, codes, rules, regulations, or the terms and conditions
      outlined in this Exhibit.

     

    G.  Landlord’s
      approval or disapproval of the Alteration, or required revisions to and
      re-submission of Tenant’s drawings which incorporate Landlord’s comments shall
      in no way be construed or considered a delay caused by Landlord.

     

    H.  Upon
      the
      completion of the Alteration, Tenant shall provide Landlord a complete set
      of
      final architectural and engineering “As-Built” drawings in the quantities and
      format outlined in (A.) above.

     

    
      	III.  	
              FILING
                REQUIREMENTS

            


    

     

    A.  Prior
      to
      the commencement of the Alteration, Tenant's architect or other representative
      designated by Tenant, shall file all drawings relative to Tenant's Alterations
      with the N.Y.C. Department of Buildings and all other governmental agencies
      having jurisdiction thereof.

     

    B.  Tenant
      shall pay the cost of all filing and permit fees necessary to secure all
      required approvals and permits from the N.Y.C. Department of Buildings and
      all
      other governmental agencies having jurisdiction thereof.

     

    C.  No
      Alteration shall commence without a permit issued by the N.Y.C. Department
      of
      Buildings. Copies of all N.Y.C. Department of Buildings approved applications,
      permits and drawings are to be submitted to Landlord prior to the start of
      the
      Alteration.

     

    D.  All
      work
      shall comply with all rules, regulations, codes, laws and ordinances of the
      city, state and federal governmental agencies having jurisdiction, including
      without limitation, those relative to the Americans With Disabilities
      Act.

     

    E.  Upon
      the
      completion of the Alteration, Tenant shall submit to Landlord, copies of all
      final sign-offs and controlled inspection reports from the N.Y.C. Department
      of
      Buildings and all other governmental agencies having jurisdiction
      thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        EXHIBIT
          D-1

        Page
          4

      

       

    

    
      	IV.  	
              INSURANCE
                REQUIREMENTS

            


    

     

    A.  Indemnification
      and Hold Harmless

     

    
      	1.  	
              To
                the fullest extent permitted by law, Tenant shall compel its General
                Contractor / Construction Manager and every tier of Sub-Contractor
                collectively, (“Contractor”) to execute an Indemnification and Hold
                Harmless Agreement in the form of Schedule A annexed hereto, pursuant
                to
                which “Contractor” shall indemnify and hold harmless The Durst Buildings
                Corporation, Royal Realty Corp., and all affiliated and subsidiary
                limited
                partnerships, limited liability companies, and other entities thereof
                as
                may now or may hereafter exist, including nominees or trusts, and
                the
                shareholders, partners, directors, officers, employees, and agents
                of any
                such corporation, person or entity (collectively, “The Durst Buildings
                Corporation, et al.”) from and against any and all loss or damage, claim,
                demand, suit or action (collectively, a “Claim”) or judgment for damages
                on account of or by reason of bodily injury, including death, damage
                to
                property, and from all costs and expenses incurred on account of
                any such
                Claim, including, without limitation, attorney’s fees and disbursements,
                caused by or directly or indirectly arising out of or claimed to
                have been
                caused by or to have directly or indirectly arisen out of, (i) any
                purchase order (as same may be modified), or (ii) any work done or
                performed by “Contractor” or (iii) “Contractor’s” failure to do or perform
                any work required to be done, or (iv) the negligence of “Contractor”, or
                any of its subcontractors, or any of “Contractor’s” or such
                subcontractor’s respective agents, servants or employees, or (v)
                “Contractor’s” failure to comply with any applicable law, rule, regulation
                or permit, and “Contractor” shall, at it’s own cost and expense, defend
                any such Claim which may be asserted or commenced against The Durst
                Buildings Corporation, et al., by reason thereof or in connection
                therewith, and “Contractor” shall pay and satisfy any and all judgments
                which may be recovered in any such Claim and defray or reimburse
                any and
                all expenses, including costs and reasonable attorney’s fees, which may be
                incurred in or by reason of such Claim, and shall keep the property
                of The
                Durst Buildings Corporation, et al., free and unencumbered of any
                charge
                or lien of any kind.

            


    

     

    B.  Insurance

     

    
      	1.  	
              Prior
                to the start of any Alteration, Tenant’s “Contractor” shall secure, and
                keep in full force and effect, throughout the term of the project
                at the
                Building, the following Insurance coverage at the sole cost and expense
                of
                Contractor. Such Insurance shall be primary, notwithstanding any
                other
                insurance that might be in effect for the indemnified
                parties:

            


    

     

    
      	a.  	
              Commercial
                General Liability Insurance, including Contractual Liability (to
                specifically include coverage for the indemnification and hold harmless
                clause of this Agreement), Products & Completed Operations Liability
                (including XCU coverage where appropriate), Broad Form Property Damage,
                Personal Injury Liability and Advertising Injury Liability, written
                on an
                occurrence form, with combined bodily injury and property damage
                limits of
                liability of no less that $5,000,000 per occurrence, $5,000,000 Personal
                & Advertising Injury and $5,000,000 Products and Completed Operations
                liability with $5,000,000 aggregate limit per project. Contractor
                agrees
                to maintain completed operations coverage, including the indemnified
                parties as additional insureds for two years following completion
                of the
                work. The limits of liability can be provided in a combination of
                a
                Commercial General Liability policy and an Umbrella Liability policy,
                which is written on a no less than follow-form basis of the General
                Liability policy. Such policies shall contain no exclusions, other
                than
                those in the basic policy form, that will in any way negatively affect
                coverage provided to the indemnified parties. Notwithstanding above,
                the
                General Contractor/ Construction Manager shall maintain limits of
                $25,000,000.

            


    

     

    
      	b.  	
              Worker’s
                Compensation Insurance providing statutory benefits for Contractor
                employees and Employer’s Liability coverage in an amount that is no less
                that $500,000;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        D-1

      Page
        6

    

     

    
      	c.  	
              automobile
                Liability Insurance, including owned, non-owned, and hired car liability
                insurance for combined limits of liability of $5,000,000 per occurrence.
                The limits of liability can be provided in a combination of an Automobile
                Liability policy and an Umbrella Liability policy, which is written
                on a
                no less than follow-form basis of the automobile
                policy;

            


    

     

    
      	d.  	
              At
                Tenant’s own cost and at the Landlord’s option, “Builders Risk” coverage
                on the Alterations shall be required in an amount satisfactory to
                the
                Landlord. Said improvements are to be included in or added to the
                Tenant’s
                insurance policy and the Landlord shall be added as additional named
                insured a/i/m/a.

            


    

     

    
      	2.  	
              All
                required insurance policies and bonds shall be maintained with insurance
                companies licensed within the State of New York and holding an AM
                Best
                rating of no less than A-, VIII. Said policies shall contain a provision
                that coverage will not be canceled, non-renewed or materially changed,
                until at least thirty (30) days’ prior written notice has been provided to
                Landlord or its agent.

            


    

     

    
      	3.  	
              Contractor
                agrees to waive its rights of subrogation against the “Durst Building
                Corporation, et al. and shall have included in each of the above
                policies,
                and shall cause it’s Contractors to have included in each of the above
                policies, except Workers Compensation, a waiver of the insurer’s right of
                subrogation against “Landlord”.

            


    

     

    
      	4.  	
              Certificates
                in the customary form, i.e. Acord 25, evidencing all terms of this
                Section
                of the Lease, shall be delivered to the Landlord or its agent, prior
                to
                commencement of any Alterations. Similar certificates shall be delivered
                evidencing the renewal or replacement of such insurance, at least
                30 days
                prior to the effective date of such renewal or change of
                insurer.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        D-1

      Page
        6

    

    C.  Tenant
      Obligations

     

    
      	1.  	
              Tenant
                shall not permit or allow its Contractor, sub-contractors, vendors
                or any
                other entity involved in the Alteration to commence or proceed with
                any
                work until all required insurance has been obtained and acceptable
                certificates of such insurance and indemnification have been delivered
                to
                Landlord. If insurance, as required in this agreement, is canceled,
                non-renewed or materially changed within 30 days of the required
                notification as noted in IV B.3., all work shall cease and desist
                until
                the required insurance is in place and revised certificates of insurance,
                if applicable, are provided to
                Landlord.

            


    

     

    
      	2.  	
              If
                work by Tenant must be performed in premises other than Tenant’s own
                Demised Premises or Landlord’s common areas, then Tenant will be required
                to provide Certificates of Insurance for the same limits and hold
                harmless
                indemnification to the entity in whose space such work takes place,
                naming
                said entity as the certificate holder and an additional insured and
                shall
                name the Landlord as additional insured for such
                work.

            


    

     

    
      V.   LDING
        SERVICES AND FREIGHT ELEVATOR

    

     

    A.  Prior
      to
      the start of work, Tenant shall provide the Building Office with written
      authorization allowing Tenant’s general contractor to schedule all necessary
      Building services and freight elevator services at Tenant’s cost and
      expense.

     

    B.  Any
      shutdown of the Building’s mechanical, electric, plumbing, sprinkler or Class
“E” systems required in connection with the Alteration shall be requested
      through the Building Office in writing, at least 48 hours prior to the requested
      shutdown date. Building system shutdowns shall be scheduled on non-business
      days
      or on business days between 7:00PM and 6:00AM with all work being completed
      during this time. Shutdowns shall be performed by Landlord's personnel and/or
      designated contractors at Tenant's cost and expense. Any shutdown that affects
      other tenants or Building operations is to be requested at least two (2) weeks
      prior to the requested shutdown date and is to be scheduled subject to final
      approval and coordination by the Building Manager.

     

    C.  Tenant
      shall be responsible for the reimbursement of all reasonable costs (including
      but not limited to preventative measures, repairs, testing, standby personnel,
      etc.) incurred by other tenants resulting from any shutdown necessitated by
      the
      Alteration. 

     

    D.  The
      use
      of the freight elevators for hoisting materials, equipment and the removal
      of
      rubbish shall only be permitted during non-business hours or on non-business
      days and shall be arranged and scheduled through the Building Office. Tenant
      shall be required to pay the Building’s standard hourly charge for overtime
      freight elevator use. A four (4) hour minimum charge will apply for all weekends
      and holidays.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        D-1

      Page
        7

    

    E.  Landlord
      will not assume any responsibility for any disturbance to Tenant or deficiency
      created in any mechanical system or electrical service to the Demised Premises
      by reason of the Alteration.

     

    F.  All
      necessary cleaning and repair of the Building Common and core areas, equipment,
      or systems affected by or resulting from the Alteration, will be performed
      by
      Landlord’s personnel, or other Landlord approved service vendor at Tenant’s cost
      and expense.

     

    G.  Tenant
      shall be responsible for Landlord’s standard charges for porters, security,
      engineers, elevator mechanic and other costs incurred by Landlord in connection
      with the Alteration as specified herein.

     

    H.  All
      construction personnel, and the delivery of all tools, equipment and material
      shall be required to use the freight elevator at all times. The use of the
      passenger elevators for any purpose is strictly prohibited.

     

    I.  All
      work
      that produces a flame, heat or sparks such as, but not limited to: welding,
      abrasive cutting, soldering, grinding and torch work is known as “Hot Work”. All
      Hot Work must be performed in accordance with the Buildings Hot Work loss
      prevention plan. Contact Building Management for a copy of the
      plan.

     

    
      	VI.      
              	
              DEMOLITION
                AND CONSTRUCTION

            


    

     

    A.  All
      demolition, construction and other such work which creates disturbance or
      annoyance to other tenants in the Building or interferes with the Building
      operations (including, but not limited to chopping, coring, cutting, fumes,
      odors, drilling, anchoring, welding, sawing, etc.) must be scheduled with the
      Building Office and must be performed before or after business hours (8:00
      am -
      6:00 pm) or on non-business days or as otherwise directed by Building
      Management. Building Management reserves the right to stop work at any time,
      which in Landlord’s sole judgment, fails to comply with this
      requirement.

     

    B.  Tenant’s
      general contractor shall provide an approved, licensed electrician as standby
      during all demolition work.

     

    C.  All
      demolition work shall be supervised by Landlord’s representative at Tenant’s
      cost and expense.

     

    D.  Tenant’s
      general contractor shall:

     

    
      	1.  	
              Have
                a superintendent or foreman at the premises at all times when work
                is in
                progress.

            


    

     

    
      	2.  	
              Monitor
                the actions and activities of all workers involved with the Alteration
                to
                ensure strict compliance with this
                Exhibit.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        EXHIBIT
          D-1

        Page
          8

         

      

    

    
      	3.  	
              Keep
                the demised premises and all Building common and core areas clean,
                orderly, and properly protected from damage during the course of
                the
                Alteration. All debris is to be placed in appropriate containers
                and
                removed from the Building daily.

            


    

     

    
      	4.  	
              Protect
                and seal off the elevator lobby doors to prevent dust and dirt from
                entering the elevator shafts and
                equipment.

            


    

     

    
      	5.  	
              Protect
                the perimeter HVAC or heating units and enclosures from dirt, dust
                and
                damage.

            


    

     

    
      	6.  	
              Protect
                and seal off all supply and return grilles, diffusers and ducts to
                prevent
                dust from entering the Building’s air conditioning and ventilating
                systems.

            


    

     

    
      	7.  	
              Protect
                all Class “E” fire alarm devices (speakers, strobes, smoke detectors,
                etc.) and wiring.

            


    

     

    
      	8.  	
              Ensure
                that all work is performed in accordance with O.S.H.A. rules and
                regulations.

            


    

     

    
      	9.  	
              Ensure
                that all operable windows remain closed during the
                Alteration.

            


    

     

    
      	10.  	
              Clean
                and vacuum the inside of all perimeter enclosures upon completion
                of the
                Alteration.

            


    

     

    
      	11.  	
              Ensure
                that all contractor personnel involved with the Alteration are issued
                identification badges that are clearly worn at all times. Only such
                personnel will be permitted access to and from the demised premises.
                Any
                contractor and/or sub-contractor not complying with this regulation,
                or
                found outside the demised premises without authorization from Building
                Management will be banned from working in the
                Building.

            


    

     

    
      	12.  	
              Ensure
                any proposed alterations affecting the elevator doors, fixtures,
                or call
                buttons are performed by the building’s elevator
                vendor.

            


    

     

    E.  All
      electro-static spray painting must be performed after normal business hours
      and
      is to be scheduled with the Building Office.

     

    F.  The
      storage of tools, equipment, material, debris, or other construction related
      items in the Building common or core areas, stairways, roof, sidewalks, etc.
      is
      strictly prohibited.

     

    G.  Only
      UL,
      BSA, and MEA approved material and equipment are to be used in any
      Alteration.

     

    H.  If
      at any
      time during the Alteration that the Building Class “E” fire alarm and sprinkler
      systems are to be temporarily disabled, Tenant’s contractors, at Tenant’s cost
      and expense, shall maintain the necessary N.Y.C.F.D. certified fire watch
      personnel for the demised premises required by governmental authorities having
      jurisdiction. In addition, Landlord will provide additional fire watch, at
      Tenant’s cost and expense, for all areas outside of the demised premises that
      may be affected by such temporary shutdown. If at any time during the
      Alteration, Tenant’s work activates the Building’s Class “E” system; Tenant
      shall be responsible for all resulting costs, penalties, and
      repairs.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        EXHIBIT
          D-1

        Page
          9

      

       

    

    I.  ll
      perimeter HVAC enclosures and grilles that are damaged or missing as a result
      of
      the Alteration are to be replaced with new to match existing.

     

    J.  Drywall
      partitions or installation abutting perimeter window mullions must allow for
      the
      operation of operable and pivoting windows where applicable. The fastening
      of
      metal studs to the perimeter window mullions and perimeter HVAC enclosure is
      not
      permitted.

     

    K.  All
      perimeter HVAC enclosures and grilles are to be removed prior to painting and
      re-installed when dry. Do not paint in place.

     

    L.  The
      chasing or chopping of the structural slab, masonry core walls and/or perimeter
      walls is strictly prohibited.

     

    M.  The
      attachment of drywall metal studs or track to mechanical, electrical, plumbing,
      sprinkler or any Building system is not permitted.

     

    N.  Access
      doors must be provided in ceilings and walls as required for access to all
      Building equipment and Tenant equipment.

     

    O.  All
      locking devices must be keyed to the Building Master keying system and
      coordinated with the Building Manager.

     

    P.  Tenant’s
      general contractor shall be responsible to properly patch, seal and firestop
      all
      penetrations in the slab, core walls, core closets, demising walls and perimeter
      walls. All structural fireproofing must be replaced if damaged or
      missing.

     

    Q.  Tenant
      shall not install any outside louver or modify the exterior of the Building
      in
      any way without Landlord’s prior written approval.

     

    R.  All
      unused piping, ductwork, conduit, wiring, cabling, equipment, materials and
      previously installed work that is no longer being utilized is to be removed
      in
      its entirety.

     

    S.  All
      fire
      exits shall be kept clear and accessible at all times. Tenant’s general
      contractor is to provide fire extinguishers in sufficient quantities and type
      required by the size and scope of the Alteration.

     

    T.  Tenant
      shall not install any equipment in the Building Electric Closets, Telephone
      Closets, Mechanical Equipment Rooms, or any Building common or core areas
      without prior written approval from Landlord.

     

    U.  No
      exposed piping of any kind will be permitted.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        D-1

      Page
        10

    

    V.  All
      wood
      used in the Alteration is to be “fire-rated”.

     

    W.  All
      risers, valves, piping equipment, etc. are to be clearly tagged and
      labeled.

     

    X.  All
      work,
      which creates fumes or smoke, shall be mechanically exhausted to the outside
      of
      the Building, and is to be coordinated with Building Management.

     

    Y.  Tenant’s
      design shall incorporate all necessary sound proofing measures to prevent all
      noise or sound from emanating from the demised premises, which in Landlord’s
      sole judgment, creates a disturbance or annoyance to other tenants in the
      Building.

     

    Z.  All
      furniture and equipment must be located a minimum of 1’-0” from the face of any
      perimeter heating and/or air conditioning enclosure.

     

    
      	VII.     	
              MECHANICAL/
                ELECTRICAL/ PLUMBING/ FIRE PROTECTION
                STANDARDS

            


    

     

    A.  MECHANICAL
      STANDARDS

     

    
      	1.  	
              All
                mechanical piping, valves, equipment, dampers etc. are to be properly
                tagged and labeled.

            


    

     

    
      	2.  	
              Tenant
                shall provide Landlord with two (2) copies of final air-balancing
                reports
                approved by Tenant’s engineer upon completion of the Alteration. Tenant’s
                general contractor shall only use the services of the Building approved
                air-balancing contractor to perform such
                balancing.

            


    

     

    
      	3.  	
              Tenant’s
                HVAC design shall include return air openings in all full height
                drywall
                partitions, in sufficient size, location and quantity as required
                for
                proper return air flow.

            


    

     

    
      	4.  	
              All
                new and existing supply air ductwork is to be properly sealed, insulated,
                and pressure tested for leaks.

            


    

     

    
      	5.  	
              In
                Building’s requiring V.A.V. systems, Tenant’s HVAC design shall
                incorporate only Building approved variable air volume (V.A.V.) boxes
                and
                controllers which are compatible with the Building’s B.M.S. system. No
                substitutions are permitted. Contact Building Manager for additional
                information and equipment
                specifications.

            


    

     

    
      	6.  	
              All
                existing V.A.V. boxes that are to be re-used must be re-fitted, to
                the
                extent not previously installed, with new controllers that are compatible
                with the Building’s B.M.S. system.

            


    

     

    
      	7.  	
              All
                V.A.V. boxes that are removed during demolition are not to be reused.
                New
                building standard V.A.V. boxes, controls and thermostats are
                required.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      D-1

    Page
      11

     

    
      	8.  	
              Tenant
                shall be required, at Tenant’s cost and expense, to utilize the services
                of Landlord’s contracted B.M.S. vendor or other contractor designated by
                Landlord to adjust, test, alter, relocate, add to, or remove any
                equipment
                connected to the B.M.S. system required by or resulting from the
                Alteration.

            


    

     

    
      	9.  	
              Tenant
                shall be responsible for all costs resulting from the maintenance
                and
                service of all V.A.V. boxes and controllers within the demised premises
                for one (1) year after
                installation.

            


    

     

    
      	10.  	
              All
                new and existing ductwork that passes through a fire-rated partition
                or
                wall shall be provided with U.L. or B.S.A. fire/smoke dampers and
                access
                doors.

            


    

     

    
      	11.  	
              Flexible
                ductwork and connectors are not
                permitted.

            


    

     

    B.  ELECTRICAL
      / CLASS “E” STANDARDS

     

    
      	1.  	
              All
                electrical risers, panels, boxes and equipment are to be properly
                tagged
                and labeled.

            


    

     

    
      	2.  	
              All
                electric panels are to be provided with complete, accurate and typed
                panel
                directories.

            


    

     

    
      	3.  	
              All
                penetrations in or through the slab, core walls or rated partitions
                are to
                be properly sealed and firestopped.

            


    

     

    
      	4.  	
              All
                masonry core walls, perimeter walls and columns are to be furred-out
                to
                receive new electrical devices or
                equipment.

            


    

     

    
      	5.  	
              All
                low voltage wiring and cable in partitions is to be run in conduit.
                Provide conduit stub-up from an approved box to suspended ceiling
                above.

            


    

     

    
      	6.  	
              All
                wiring and cable that is run below the slab is to be in conduit.
                All
                conduit is to be properly supported and run as tight as possible
                to the
                underside of the slab.

            


    

     

    
      	7.  	
              All
                wiring and cable that is run in Building Common or core areas or
                other
                tenant’s premises is to be run in
                conduit.

            


    

     

    
      	8.  	
              Tenant
                shall coordinate all modifications to the existing security system
                serving
                the demised premises with the Building Manager and the Building’s security
                system vendor.

            


    

     

    
      	9.  	
              Tenant,
                at Tenant’s cost and expense, shall only use the services of Landlord
                contracted fire alarm service vendor or other contractor designated
                by
                Landlord to adjust, test, alter, relocate, service, maintain, add
                to, or
                remove all equipment or devices connected to the Building’s Class “E”
                system.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        D-1

      Page
        12

    

     

    
      	10.  	
              The
                use of portable, desktop, or other type of space heating devices
                or fan
                devices, whether electrically operated or otherwise, is strictly
                prohibited.

            


    

     

    
      	11.  	
              All
                Tenant Class “E” sub-systems shall be interfaced with the Building’s Class
                “E” system at Tenant’s cost and expense. The filing of all Tenant
                sub-systems is to be filed by Tenant at Tenant’s cost and
                expense.

            


    

     

    
      	12.  	
              Surface
                mounted wire-mold or wire raceways are not
                permitted.

            


    

     

    
      	13.  	
              The
                use of extension cords, other than surge suppressor outlets, is not
                permitted.

            


    

     

    C.  PLUMBING/FIRE
      PROTECTION STANDARDS

     

    
      	1.  	
              All
                toilet rooms, pantries with dishwashers, supplemental mechanical
                equipment
                rooms, kitchens and all other such rooms requiring the use of water
                shall
                be provided with floor drains. In addition all kitchens and mechanical
                equipment rooms are to be provided with membrane waterproofing and
                all
                supplemental mechanical equipment rooms are to be provided with a
                4”
                concrete curb around the entire perimeter of the
                room.

            


    

     

    
      	2.  	
              All
                electric hot water heaters are to be provided with a drip pan and
                relief
                valve that is to be piped to a drain approved by
                Landlord.

            


    

     

    
      	3.  	
              All
                new and existing hot and cold-water piping is to be properly
                insulated.

            


    

     

    
      	4.  	
              When
                connecting new hot and cold water lines to existing risers, Tenant’s
                plumbing design shall provide an additional valved outlet of equal
                size
                and type for future tie-in
                capability.

            


    

     

    
      	5.  	
              All
                new plumbing valves and equipment are to be properly tagged and
                identified.

            


    

     

    
      	6.  	
              An
                active sprinkler main loop is to be provided around the Building
                core, or
                between fire stairs, at all times during the
                Alteration.

            


    

     

    
      	7.  	
              All
                sprinkler systems are to be hydrostatically tested for a two (2)
                hour
                minimum at 200 lbs. pressure and are to be witnessed by authorized
                Building personnel. Coordinate all testing with Building
                Manager.

            


    

     

    
      	8.  	
              Tenant,
                at Tenant’s cost and expense, shall provide and install all auxiliary fire
                hose cabinets and/or fire extinguishers throughout the demised premises
                in
                accordance with the rules and requirements of governmental agencies
                having
                jurisdiction thereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        D-1

      Page
        13

    

     

    
      	VIII.  	
              TENANT
                SUPPLEMENTAL HVAC UNITS

            


    

     

    A.  All
      tenant supplemental HVAC units are to be water cooled and tied into the Building
      condenser water riser system. Air-cooled supplemental HVAC units or portable
      type “spot cooler” units are not permitted. Refer to Diagram 1 (copy attached)
      for the Building’s standard installation requirements. 

     

    B.  Tenant,
      at Tenant’s cost and expense shall be responsible for the design, installation,
      operation, and maintenance of all supplemental HVAC units, pumps and all related
      equipment.

     

    C.  All
      Tenant supplemental HVAC units are to be provided with condenser water pumps
      that are capable of operating independently of the Building’s condenser water
      pumps.

     

    D.  All
      Tenant supplemental HVAC units are to be provided with three (3) way regulating
      valves that will allow for the continuous flow of condenser water when Tenant’s
      HVAC unit is not operating.

     

    E.  All
      supplemental HVAC units and pumps are to be properly supported and installed
      with vibration isolation springs.

     

    F.  All
      condenser water piping is to be Type “K” copper tubing and all joints are to be
      brazed. Brazing is to be performed after normal business hours.

     

    G.  Dielectric
      fittings are required when two dissimilar metals are connected. In no event
      shall iron fittings, plugs, etc. be used with copper piping.

     

    H.  All
      condenser water piping is to be pressure tested at 11⁄2 times maximum operating
      pressure for a period of two (2) hours. All testing is to be witnessed and
      accepted by authorized Building personnel.

     

    I.  All
      Tenant supplemental HVAC units, pumps and related equipment are to be located
      within Tenant’s demised premises only. No equipment will be permitted in any
      Building core or common area.

     

    J.  Tenant’s
      supplemental HVAC system design shall provide one (1) set of 2” additional
      condenser water supply and return valves for future tie-in
      capability.

     

    K.  All
      condensate piping is to be insulated.

     

    L.  Tenant
      shall be responsible for the cost of condenser water make up, and chemical
      treatment of condenser water system if a drain down of the Buildings condenser
      water system is required by the Alteration.

     

    M.  Tenant’s
      supplemental HVAC design shall include drip pans with leak detection devices
      tied to an audible alarm and monitored 24 hours a day, 7 days a week by the
      Tenant and the Tenant’s HVAC service contractor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        D-1

      Page
        14

    

    N.  Tenant’s
      contractor shall perform a chemical cleaning of the supplemental HVAC condenser
      water piping in accordance with the following standard procedures of the
      Building:

     

    
      	1.  	
              Contractor
                is to use its own circulating pump for each floor or loop that is
                to be
                cleaned.

            


    

     

    
      	2.  	
              Fill
                system with “fresh city water”, and begin a flush on the system for 1
                hour. Note: A drain valve in the loop, preferably at a low point
                in the
                system, will need to be opened to allow the water to flush to the
                drain.

            


    

     

    
      	3.  	
              After
                this initial flush, close drain valve and add Nalco Product CL-658
                - this
                should be added at a dosage rate of approximately 2 gallons for every
                1,000 gallons of system volume. Turn on the circulating pump, and
                circulate the cleaning solution for 8 hours. Nalco can be reached
                at:
                (212) 768-3701.

            


    

     

    
      	4.  	
              At
                the end of this period, shut off the circulating pump, and open the
                drain
                valve. Also, tie in the line for fresh water make-up and begin to
                flush
                the system, using city water to bleed system to the drain. Note:
                The
                initial water out of the drain line will be dirty and soapy. The
                flush-out
                must continue until 2 conditions are
                met:

            


    

     

    a. The
      pH of
      the system drops to 8.5 or lower.

     

    b. The
      water
      is clear, rust-free and contains no suspended material.

     

    
      	5.  	
              Once
                the water quality is approved by personnel, valves can be opened
                to the
                main plant.

            


    

     

    Coordinate
      all work with the Building Manager and the Building’s chemical cleaning
      representatives. 

     

    O.  Buildings
      205 E 42nd St., 733 3rd Ave. and 4 Times Square, require Tenant’s HVAC system to
      be designed to operate with low temperature condenser water (free cooling).
      All
      condenser water piping is to be insulated.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        D-1

      Page
        15

    

     

      

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        D-1

      Page
        16

    

    Schedule
      A

     

    Indemnification
      and Hold Harmless Agreement

     

    To
      the
      fullest extent permitted by law, _________________________ General Contractor
      /
      Construction Manager and every tier of Sub-Contractor collectively,
      (“Contractor”) shall indemnify and hold harmless The Durst Buildings
      Corporation, Royal Realty Corp., and all affiliated and subsidiary limited
      partnerships, limited liability companies, and other entities thereof as may
      now
      or may hereafter exist, including nominees or trusts, and the shareholders,
      partners, directors, officers, employees, and agents of any such corporation,
      person or entity (collectively, “The Durst Buildings Corporation, et al.”) from
      and against any and all loss or damage, claim, demand, suit or action
      (collectively, a “Claim”) or judgment for damages on account of or by reason of
      bodily injury, including death, damage to property, and from all costs and
      expenses incurred on account of any such Claim, including, without limitation,
      attorney’s fees and disbursements, caused by or directly or indirectly arising
      out of or claimed to have been caused by or to have directly or indirectly
      arisen out of, (i) any purchase order (as same may be modified), or (ii) any
      work done or performed by “Contractor” or (iii) “Contractor’s” failure to do or
      perform any work required to be done, or (iv) the negligence of “Contractor”, or
      any of its subcontractors, or any of “Contractor’s” or such subcontractor’s
      respective agents, servants or employees, or (v) “Contractor’s” failure to
      comply with any applicable law, rule, regulation or permit, and “Contractor”
shall, at it’s own cost and expense, defend any such Claim which may be asserted
      or commenced against The Durst Buildings Corporation, et al., by reason thereof
      or in connection therewith, and “Contractor” shall pay and satisfy any and all
      judgments which may be recovered in any such Claim and defray or reimburse
      any
      and all expenses, including costs and reasonable attorney’s fees, which may be
      incurred in or by reason of such Claim, and shall keep the property of The
      Durst
      Buildings Corporation, et al., free and unencumbered of any charge or lien
      of
      any kind.

    


     

    
      	 	 	 
	SIGN	 	TITLE
	 	 	 
	 	 	 
	NAME	 	DATE


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      E

    


     

    


    LIST
      OF
      APPROVED CONTRACTORS

     

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      E-1


     

    BUILDING
      STANDARDS

     

    Partitions

     

    Partitions
      are to be constructed of 2 1⁄2" metal studs extending from floor slab to underside
      of slab above with one (1) layer of 5/8" gypsum board on each side. Each layer
      of gypsum board is to extend to at least 6” above the hung ceiling. Partitions
      are to be provided with sound attenuation blanket.

     

    Doors
      & Bucks

     

    Interior
      bucks are to be welded 16 gauge steel with flat trim. Doors are to be 7’-10” x
      3'-0", flush, fire rated, solid core, stain grade cherry veneer. Perimeter
      offices to be furnished with manufactured metal and glass partition and door
      system (ACME 150 series or equal).

     

    Hardware

     

    Doors
      are
      to be hung with 2 pair of ball bearing hinges and are to be fitted with door
      bumpers and Schlage D Series hardware with “Athens” design lever handles, dull
      chrome finish, latch or lock sets. All locksets are to be keyed to the Building
      Master keying system. 

     

    Acoustic
      Ceilings

     

    24”
x
      24”
x 3⁄4” Armstrong Ultima #1912 with silhouette 9/16” bolt-slot 1⁄4” reveal system
      throughout. 

     

    Floor
      Covering

     

    Carpeting,
      manufactured by Karastan. Offices are to be “Plateau Series”, color to be
      selected by Tenant and general area “FiFi Series” color to be selected by
      Tenant. Vinyl Composition Tile (VCT) shall be provided in pantries and equipment
      rooms. A 4” vinyl base will be provided throughout the premises except as
      provided herein for the reception area.

     

    Electric

     

    Lighting:
      2' x 4', indirect recessed fixtures, with 2 T-8 32 watt fluorescent lamps with
      microperforated mesh lamp shield electronic ballasts, manufactured by Lightolier
      or equal. Motion sensor type wall light switches, not less than one per
      room.

     

    Power:
      110-volt duplex electrical receptacles located in partitions or columns or
      in
      prefabricated knockouts in perimeter enclosure with not more than 8 outlets
      on
      each circuit.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      EXHIBIT
        E-1
Page
        2

       

    

    Telephone

     

    Telephone
      and signal wiring (provided by Tenant) must be plenum rated and installed above
      the accessible ceilings. Provide conduit stub-ups from approved boxes in
      partitions to the ceiling. All wiring shall be neatly bundled and secured to
      building structure. No wiring shall be secured to ductwork.

     

    Air
      Conditioning

     

    The
      air
      conditioning system is a constant air volume system, which is designed
      to:

     

    Maintain
      indoor drybulb temperature of 72°F,
      plus
      or minus 3°F,
      when
      the outdoor temperature is between 15°F
      and
      65°F,
      during
      the heating season.

     

    Maintain
      indoor drybulb temperature of 75°F,
      plus
      or minus 3°F,
      and
      approximately 50% relative humidity when outside conditions are not more than
      89°F
      drybulb
      and 75°F
      wetbulb, during the cooling season.

     

    The
      above
      noted performance standards are based upon the following conditions of internal
      heat and moisture gain:

     

    
      	
            	a)	
              one
                person per 100 usable square feet

            


    

     

    
      	 	
              b)

            	
              a
                maximum of 3.5 watts per usable square foot for lighting and power
                combined.

            


    

     

    
      	
            	c)	
              the
                use of internal shading devices (venetian
                blinds)

            


    

     

    Landlord
      shall not be required to meet the above standards if directed otherwise at
      anytime by any governmental authority having jurisdiction.

     

    Venetian
      Blinds

     

    All
      windows shall have 1” wide tapeless venetian blinds, Levolor “Riviera” style in
      the Building Standard color. Blinds shall be installed in the existing window
      blind pockets.

     

    Painting

     

    All
      surfaces normally painted shall be painted in colors selected by Tenant. No
      more
      than one color per room.

     

    Sprinklers

     

    Sprinkler
      heads shall be the concealed type installed in accordance with the codes, rules
      and regulations established by the governmental authorities having jurisdiction.
      All sprinkler piping shall be concealed above the acoustic ceiling.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        EXHIBIT
          E-1
Page
          3

      

    

    Wall
      Covering

     

    Wolf
      Gordon Legacy Type II vinyl wall covering or equal (installed in reception
      area
      only).

     

    Wood
      Base

     

    Prefinished
      4” cherry wood base (installed in reception area only).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        F


    

    


    LETTER
      OF CREDIT

     

    
      	BENEFICIARY:	
              DOLP
                675 PROPERTIES II LLC

            


      	
            	 	1155 AVENUE OF THE
              AMERICAS


      	
            	 	NEW YORK, NEW YORK
              10036


    

     

    IRREVOCABLE
      STANDBY LETTER OF CREDIT _________, 200_

     

    Gentlemen:

     

    We
      hereby
      establish our Irrevocable Standby Letter of Credit Number ________ in favor
      of
      DOLP 675 PROPERTIES II LLC,
      its
      successors and assigns (“Landlord”), as Landlord by order and for account of
      __________________________ (“Tenant”) for a sum or sums not exceeding in all
      ________________ 00/100 U.S. Dollars (USD __________) available by your sight
      draft(s) drawn on us accompanied by:

     

    Your
      statement, purportedly signed by an authorized representative of Landlord,
      stating that the Tenant is in default of the terms of the Lease dated _______
      __, 20__, between Landlord and Tenant, as the same may be amended or assigned
      (the “Lease”);

     

    or,
      in
      the alternative,

     

    Your
      statement, purportedly signed by an authorized representative of Landlord,
      stating that a Bankruptcy Event has occurred under the Lease;

     

    or,
      in
      the alternative,

     

    Your
      statement, purportedly signed by an authorized representative of Landlord,
      stating that the Tenant under the Lease has not renewed or replaced this Letter
      of Credit at least forty five (45) days prior to its stated expiration
      date;

     

    or,
      in
      the alternative,

     

    Your
      statement, purportedly signed by an authorized representative of Landlord,
      stating that Landlord and Tenant have agreed to voluntarily terminate the
      Lease;

     

    or,
      in
      the alternative,

     

    Your
      statement, purportedly signed by an authorized representative of Landlord,
      stating that Tenant owes late charges or fees or interest on late payments
      to
      Landlord pursuant to the Lease.

     

    Partial
      Drawing(s) permitted.

     

    This
      Letter of Credit is transferrable.

     

    The
      term
“Beneficiary” includes any successor by operation of law of the named
      beneficiary, including without limitation, any liquidator, rehabilitator,
      receiver, or conservator.

     

    Drafts
      drawn hereunder must be marked “DRAWN UNDER [__________________ BANK] CREDIT NO.
      ______________ DATED __________, 20__.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        EXHIBIT
          F
Page
          2

      

       

    

    The
      Letter of Credit shall be deemed to be automatically renewed, without amendment,
      for consecutive periods of one year each unless we send written notice to you
      by
      certified or registered mail, return receipt requested, not less than sixty
      (60)
      days next preceding the then expiration date of this Letter of Credit, that
      we
      elect not to have this Letter of Credit renewed.

     

    In
      any
      event, this Letter of Credit will not be extended beyond its final Expiry date
      of [90 days after the Expiration Date of Lease].

     

    This
      Letter of Credit sets forth in full the terms of our undertaking and such
      undertaking shall not in any way be modified, amended or amplified by reference
      to any document or instrument referred to herein or in which this Letter of
      Credit is referred to or to which this Letter of Credit relates, and any such
      reference shall not be deemed to incorporate herein by reference any documents
      or instrument.

     

    We
      engage
      with you that your draft(s) drawn hereunder and in compliance with the terms
      of
      this credit will be duly honored by us on delivery of documents as specified,
      if
      presented at _____________________________ New York, New York _____, on or
      before ______________________.

     

    Except
      as
      otherwise expressly stated herein, this credit is subject to the uniform customs
      and practice for documentary credits, 1993 revision, ICC Publication No.
      500.

     

    Very
      truly yours,

    


     

    Authorized
      Signature

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      EXHIBIT
        G


    

    


     

    SAMPLE
      INSURANCE CERTIFICATE

     

     

    (Immediately
      Following)

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      EXHIBIT
        H


    

    


    CERTIFICATE
      HOLDER for 675 Third Avenue 

     

    (a/k/a
      201 East 42nd St.)

     

    


    Royal
      Realty Corp., Agent

    c/o
      The
      Durst Organization Inc.

    Attn:
      Louise B. Baccari, Esq.

    1155
      Avenue of the Americas

    New
      York,
      NY 10036-2711

    


    


    


    ADDITIONAL
      INSUREDS for 675 Third Avenue 

     

    (a/k/a
      201 East 42nd St.)

     

    


    DOLP
      675
      Properties É2
LLC,
      Owner, and

    Royal
      Realty Corp., Agent

    c/o
      The
      Durst Organization Inc.

    1155
      Avenue of the Americas

    New
      York,
      NY 10036-2711

    and

    Wachovia
      Bank, National Association,

    as
      Master
      Servicer on behalf of,

    LaSalle
      Bank National Association, as Trustee for the

    benefit
      of the Certificate Holders of,

    Commercial
      Mortgage Pass-Through Certificates

    P.O.
      Box
      563956

    Charlotte,
      NC 28256-3956

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      I

     

     

    FORM
      AGREEMENT RE: LICENSING OF SPACE

     

    DOLP
      675
      PROPERTIES II LLC

    1155
      Avenue of the Americas

    New
      York,
      New York 10036

     

    ______________,
      20__

    


     

    BY
      HAND DELIVERY

     

    Lev
      Pharmaceuticals, Inc.

    ____________________

    ____________________

     

    Re: Lease
      dated ________ ___, 200_, (the “Lease”),
      between DOLP 675 Properties II LLC, as Landlord, and Lev Pharmaceuticals, Inc.,
      as Tenant

    Demised
      Premises: Room 2200-15

    Building:
      675 Third Avenue, New York, New York

     

    Gentlemen:

     

    Reference
      is hereby made to the Lease and your letter dated _________, 20__.

    


     

    In
      connection therewith, please be advised that the temporary occupancy of a
      portion of the Demised Premises (the “Floor Space”) as described in your letter,
      and the use of desk space therein, by _______________________
      (“______________”), subject to and expressly conditioned upon the following
      terms:

     

    1. Tenant
      represents and warrants that ______________’s temporary occupancy of, and use of
      desk space in, the Floor Space is subject to all of the terms, covenants,
      conditions and provisions of the Lease, including but not limited to the
      conditions listed in Sections 8.1(C)(2), 8.1(C)(3), 8.1(C)(6) and/or
      8.8;

     

    2. Landlord
      shall not be responsible for, nor shall Landlord bear, any liability, cost
      or
      expense incurred by or on behalf of Tenant or _________________ in connection
      with, arising out of or resulting from _________________’s move into, occupancy
      of, and/or move out of the Floor Space, or the preparation thereof for
      _____________’s occupancy and use, and Tenant hereby agrees to indemnify and
      hold Landlord harmless from and against any liability, cost or expense of any
      nature whatsoever relating to such moves and/or occupancy;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Tenant
      further agrees to bear responsibility for the cost of any miscellaneous “charges
      to Tenant” for Building service calls which may be incurred by or on behalf of
      ________________ in the Floor Space; and 

     

    4. No
      such
      occupancy shall constitute or be deemed to create a landlord/tenant relationship
      between Landlord and ______________________. 

     

    Would
      you
      kindly evidence _________________’s agreement to the foregoing terms and
      conditions by signing one copy of this letter where indicated below and
      returning the same to the undersigned.. 

     

    


     

    Very
      truly yours, 

     

    
      
        	
              	
              	
                DOLP
                  675 PROPERTIES II LLC, a Delaware limited liability
                  company

              


      

       

      
        	
              	By:	
                DOLP
                  675 Properties LLC, a New York limited liability company, its Sole
                  Member

              


      

       

      
        	
              	By:	
                The
                  Durst Organization L.P., a Delaware limited partnership, its Sole
                  Member

              


      



    
      
        	
              	By:	
                The
                  Durst Group LLC, a New York limited liability company, its General
                  Partner

              


      

       

      
        
          	
                	By:	
                  The
                    Durst Organization Inc., a New York corporation, its
                    Manager

                


          	 	 	 


          	 	 	
                  By:________________________

                        Douglas Durst,
                    President

                


          	 	 	 


          	 	By:  	
                  The
                    Durst Properties Trust  Inc.,
                    a Maryland   corporation, its General
                    Partner

                


          	 	 	 


          	 	 	
                  By:____________________________

                        Douglas Durst,
                    President

                


          	 	 	 


        

      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    


    


    
      	
               

               

              THE
                FOREGOING TERMS AND CONDITIONS 

              ARE
                AGREED AND CONSENTED TO:

            
	 
	 	
              LEV
                PHARMACEUTICALS, INC.

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	
              By:____________________________

            
	 	 
	 	
              _______________________________

            
	 	 
	 	
              By:_____________________________