(a) The architectural, engineering, construction and related costs incurred inthe Installation of the Premises, as such installation is described in Exhibit C ofthe Overlease;  (b) Fixed Rent;  (c) Additional Rent;  (d) Sublandlord’s direct cost of maintaining the Premises, in addition toAdditional Rent, if any, including without limiting the generality of the foregoing,utilities and cafeteria subsidy; and  (e) The cancellation charge, if applicable, payable upon early termination of theOverlease pursuant to Section 30.02 of the Overlease.Payment shall be made by Subtenant to Sublandlord’s office or, as the case may be, by wire transferto Sublandlord’s bank account within thirty (30) days of receipt of Sublandlord’s invoice. Suchpayments shall not be subject to any deduction or offset and shall include Subtenant’sProportionate Share of any interest or penalties thereon.**5.****Insurance****.**Subtenant shall maintain insurance on the Subpremises for the Term (namingLandlord and Sublandlord as additional insureds) of the type and with the coverage and limitsspecified in Article 19 of the Overlease. Subtenant shall obtain from its carrier of such insurancea consent to the waiver of recovery as expressed in Section 19.05 of the Overlease and furnish acopy thereof to Sublandlord.**6.****Negative Covenants****.**Sublandlord and Subtenant shall not, absent the written consent ofthe other, (a) make any material alterations or additions to the Premises or Subpremises;  (b) transfer, hypothecate, assign, convey or mortgage this Sublease or anyinterest therein or allow any lien thereon; or  (c) take any action or fail to take any action in connection with the Premises orSubpremises as a result of which Sublandlord would be in default under the Overlease.**7.****Landlord’s Rights** . Subtenant acknowledges any rights reserved by Landlord in theOverlease and acknowledges that Subtenant’s possession and use of the Subpremises shall at alltimes be subject to such rights. Subtenant releases Sublandlord of and from all liability inconnection with Landlord’s exercise of such rights.**8.****Landlord’s Defaults****.**Sublandlord shall not be liable to Subtenant for Landlord’sfailure to perform any of Landlord’s obligations under the Overlease, nor shall Sublandlord haveany obligation to perform the same or to bring legal proceedings or take any other action againstLandlord to assure performance of Landlord’s obligations under the Overlease. The parties shallmutually consult in the event of such defaults of Landlord’s obligations with a view towardagreement as to the proper course of action in such circumstances.**9.****Affirmative Covenants****.**     **(a) **The Parties agree that if, due to any material change in circumstances, the space usecalculation and associated pro rata cost allocation attached as **Schedule II**no longer accuratelyreflects the actual space usage or appropriate pro rata cost allocation between the
 

 
Parties, the Parties will in good faith re-evaluate such calculations and allocations in order toequitably adjust Subtenant’s Proportionate Share to reflect such new circumstances.     (b) Sublandlord agrees that, at least 60 days prior to its notice to Landlord of its exerciseof the cancellation option under Section 30.02 of the Overlease, it shall provide Subtenant withwritten notice of its intention to exercise such cancellation option. Subject to Section 4(e)above, during such 60-day period of prior notice Sublandlord and Subtenant shall confer as to thealternatives available and anticipated economic consequences to each party by considering therights and obligations of each party if the role of Sublandlord and Subtenant was as stated orreversed. In such event, Sublandlord and Subtenant shall work together in good faith to ensure theexercise of such cancellation option is effected in a commercially reasonable manner for bothparties. For the purpose of determining the pro rata allocation of the cancellation charge, ifany, payable upon early termination of the Overlease pursuant to Section 30.02 of the Overlease,the Subtenant’s Proportionate Share shall be determined based upon the cumulative average of themonthly Proportionate Share if adjusted as provided in the above Section 9 (a).**10.****Dispute Resolution****.**     (a) The parties shall attempt to settle any disputes, controversies, or claims arising out ofthis Agreement through consultation and negotiation in good faith and in a spirit of mutualcooperation. If those attempts fail, then any dispute, controversy or claim shall be submittedfirst to a mutually acceptable neutral advisor for mediation. Neither party may unreasonablywithhold acceptance of a neutral advisor. The selection of the neutral advisor must be made withinforty-five (45) days after written notice by one party demanding mediation, and the mediation mustbe held within six months after the initial demand for it. By mutual agreement, however, theparties may postpone mediation until they have each completed some specified but limited discoveryabout the dispute, controversy, or claim. The cost of mediation shall be equally shared betweenthe parties.     (b) Any dispute that the parties cannot resolve through mediation within six (6) months afterthe initial demand for it may then be submitted to a state or federal court of competentjurisdiction within the State of Connecticut for resolution.     (c) The use of mediation shall not be construed (under such doctrines as laches, waiver, orestoppel) to have adversely affected any party’s ability to pursue its legal remedies, and nothingin this provision shall prevent any party from resorting to judicial proceedings if good faithefforts to resolve a dispute under these procedures have been unsuccessful or interim resort to acourt is necessary to prevent serious and irreparable injury to any party or others.**11.****Governing Law****.**This Agreement shall be governed by and interpreted in accordance withthe laws of the State of Connecticut, excluding its choice of law rules.
 

 
     **IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first writtenabove.           FUEL TECH, INC.   AMERICAN BAILEY CORPORATION             By: /s/ John P. Graham John P. Graham Chief Financial Officer   By: Douglas G. Bailey Douglas G. Bailey Chief Executive Officer