Unassociated Document


    
      EXHIBIT
10.11


       

      


      


      SHORT
FORM LEASE

      


      


      Between

      


      MAPLE
4 CAMPUS L.L.C.,

      


      as
Landlord,

      


      


      


      and

      


      


      


      ARNO
THERAPEUTICS, INC.

      


      as
Tenant


      


      


      Building:

      4
Campus Drive

      Parsippany,
New Jersey



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      THIS LEASE is made on the 20th day of
October, 2008 between MAPLE 4 CAMPUS L.L.C., a New Jersey limited liability
company, whose address is c/o Mack-Cali Realty Corporation, 343 Thornall Street,
Edison, New Jersey 08837-2206 (who is referred to in this Lease as “Landlord”) and ARNO
THERAPEUTICS, INC., a Delaware corporation, whose address is 30 Two Bridges
Road, Suite 270, Fairfield, New Jersey 07004 (who is referred to in this Lease
as “Tenant”).  This
Lease consists of the following Basic Lease Provisions and Definitions and the
attached General Conditions and Exhibits.  The Basic Lease Provisions
and Definitions are referred to in this Lease as the “Basic Lease
Provisions.”

      


      BASIC LEASE
PROVISIONS

      


      1.           BASE
PERIOD COSTS means the following:

      


      
        	
                 
      

              	
                a)

              	
                Base
      Operating Costs:  Operating Costs (as defined in Exhibit G)
      incurred during the Calendar Year.

              


      

      


      
        	
                 
      

              	
                b)

              	
                Base
      Real Estate Taxes:  Real Estate Taxes (as defined in Exhibit G)
      incurred during the Calendar Year.

              


      

      
 

      
        	
                 
      

              	
                c)

              	
                Base
      Insurance Costs:  Insurance Costs (as defined in Exhibit G)
      incurred during the Calendar Year.

              


      

      


      
        	
                 
      

              	
                d)

              	
                Base
      Utility and Energy Costs:  Utility and Energy Costs (as defined
      in Exhibit G) incurred during the Calendar
Year.

              


      

      


      2.           BUILDING
means 4 Campus Drive, Parsippany, New Jersey.

      


      3.           CALENDAR
YEAR means the calendar year 2009.

      


      4.           COMMENCEMENT
DATE means November 14, 2008.  RENT
COMMENCEMENT DATE means the later of:  (i) January 1, 2009; or
(ii) the date the Premises shall be substantially completed (as set forth in
Exhibit C of this Lease).

      


      5.           DEMISED
PREMISES OR PREMISES mean and are agreed and deemed to be 5,390 gross
rentable square feet on the second (2nd) floor as shown on Exhibit A to this
Lease, which includes an allocable share of the Common Facilities.

      


      6.           EXPIRATION
DATE means 11:59 p.m. on the last day of the month in which the day prior
to the fifth (5th) year anniversary of the Rent Commencement Date
occurs.

      


      7.           FIXED
BASIC RENT means the following:

      


      
        	
                Period

              	
                Annual
      Rate

              	
                Monthly
      Installments

              	
                Annual
      Per Sq. Ft. Rate

              
	
                Rent
      Commencement Date through and including the last day of the month in which
      the day prior to the second (2nd)
      year anniversary of the Rent Commencement Date occurs

              	
                $132,055.00

              	
                $11,004.58

              	
                $24.50

              
	
                for
      the next twenty-four (24) months

              	
                $134,750.00

              	
                $11,229.17

              	
                $25.00

              
	
                for
      the last twelve (12) months

              	
                $137,445.00

              	
                $11,453.75

              	
                $25.50

              


      

      


      Notwithstanding the Commencement Date,
Tenant’s obligation to pay Fixed Basic Rent shall commence on the Rent
Commencement Date.


      
        
          Basic
Lease Provisions and Definition -- Page 1 of 4

           


        

        
           


          
            

          

        

        
           


        

      


      


      8.           HVAC
AFTER HOURS CHARGE is $45.00 per hour per zone for heat and $60.00 per
hour per zone for air conditioning, subject to Section 17(b) of the
Lease.  The HVAC After Hours Charge is subject to increase from time
to time to reflect the increase in the cost of providing such after hours HVAC
service.

      


      9.           NOTICE
ADDRESSES shall mean the following:

      


      If
to Tenant:

      At the
Premises

      


      With
a copy to:

      Fredrikson
& Byron, P.A.

      200 S.
Sixth Street, Suite 4000

      Minneapolis,
Minnesota 55402

      Attention:  Christopher
Melsha, Esq.

      


      If
to Landlord by personal or overnight delivery:

      


      c/o
Mack-Cali Realty Corporation

      343
Thornall Street

      Edison,
New Jersey 08837-2206

      Attention:  Executive
Vice President and General Counsel

      


      If
to Landlord by mail:

      


      c/o
Mack-Cali Realty Corporation

      P.O. Box
7817

      Edison,
New Jersey 08818-7817

      Attention:  Executive
Vice President and General Counsel

      


      10.           PARKING
SPACES means a total of twenty-two (22) parking spaces.

      


      Assigned:                      3

      


      Unassigned:                 19

      


      11.           SECURITY
DEPOSIT means FORTY-FOUR THOUSAND EIGHTEEN AND 00/100 DOLLARS
($44,018.00) in the form of a letter of credit.  Such letter of credit
shall be an irrevocable negotiable letter of credit issued by and drawn upon
such commercial bank selected by Tenant and acceptable to Landlord (in its
reasonable discretion) and in form and content acceptable to Landlord (also in
its reasonable discretion) (the form attached hereto as Exhibit I shall be
deemed acceptable to Landlord) for the account of Landlord, in the sum of
FORTY-FOUR THOUSAND EIGHTEEN AND 00/100 DOLLARS ($44,018.00).  Said
letter of credit shall be for a term of not less than one (l) year and shall be
automatically renewed by the bank (without notice from Landlord) (i.e. an
“evergreen” letter of credit), until Landlord shall be required to return the
security to Tenant pursuant to the terms of this Lease but in no event earlier
than ninety (90) days after the Expiration Date, and any renewed letter of
credit shall be delivered to Landlord no later than sixty (60) days prior to the
expiration of the letter of credit then held by Landlord.  If any
portion of the security deposit shall be utilized by Landlord in the manner
permitted by this Lease (i.e. a default by Tenant beyond the applicable notice
and grace period), Tenant shall, within five (5) days after request by Landlord,
replenish the security account by depositing with Landlord, in cash or by letter
of credit, an amount equal to that utilized by Landlord.  Failure of
Tenant to comply strictly with the provisions of this Article shall constitute a
material breach of this Lease and Landlord shall be entitled to present the
letter of credit then held by it for payment (without notice to
Tenant).  In the event of a bank failure or insolvency affecting the
letter of credit, Tenant shall replace same within twenty (20) days after being
requested to do so by Landlord.  The letter of credit shall be
transferable in connection with a transfer of the Building and Tenant shall be
solely responsible for any transfer fees imposed by the
Bank.  Provided that (i) this Lease is in full force and effect, (ii)
Tenant is not in and has not been in default hereunder and (iii) Tenant
maintains positive working capital, as determined by Landlord, sufficient to
fulfill Tenant’s obligations under this Lease, Tenant, upon request to Landlord,
may reduce the amount of the letter of credit by $11,004.50 as of January 1,
2011 and by $11,004.50 as of January 1, 2013.


      
        
          Basic
Lease Provisions and Definition -- Page 2 of 4

           


        

        
           


          
            

          

        

        
           


        

      


      


      12.           TENANT’S
BROKER means Cushman & Wakefield of New Jersey, Inc.

      


      13.           TENANT’S
PERCENTAGE means and is agreed and deemed to be 3.65%
(5,390/147,475).

      


      DEFINITIONS

      


      1.           ADDITIONAL
RENT means all money, other than the Fixed Basic Rent, payable by Tenant
to Landlord under the Lease, including, but not limited to, the monies payable
by Tenant to Landlord pursuant to Exhibits G and H of this Lease.

      


      2.           BUILDING
HOLIDAYS means the holidays shown on Exhibit E and all days observed as
holidays by the United States, State, or labor unions representing individuals
servicing the Building in behalf of Landlord; if there be no such labor unions,
such definition shall include holidays designated by Landlord for the benefit of
such individuals.

       

      3.           BUILDING
HOURS means Monday through Friday, 8:00 a.m. to 6:00 p.m. and Saturdays,
9:00 a.m. to 1:00 p.m., but excluding Building Holidays; provided, however, that
Landlord shall not operate the Building’s HVAC system on Saturdays, unless
Tenant shall request same by notice to Landlord on or before 3:00 p.m. of the
immediately preceding Friday.  Tenant shall have access to the
Building and the Premises 24 hours a day, seven (7) days a week, except in the
event of an emergency.

       

      4.           COMMON
FACILITIES means and includes the lobby; elevator(s); fire stairs; public
hallways; public lavatories; all other general Building components, facilities
and fixtures that service or are available to more than one tenant; air
conditioning mechanical rooms; fan rooms; janitors’ closets; electrical and
telephone closets serving more than one tenant; elevator shafts and machine
rooms; flues; stacks; pipe shafts and vertical ducts with their enclosing walls;
and structural components of the Building.

       

      Whenever
the word “includes” or “including” is used in this Lease, it means “includes but
is not limited to” and “including but not limited to,”
respectively.

      


      5.           EXHIBITS
are the following:

       

      
        
          	
                   
      

                	
                  Exhibit
      A

                	
                  Location
      of Premises

                


        

        
          	
                   
      

                	
                  Exhibit
      B

                	
                  Rules
      and Regulations

                


        

        
          	
                   
      

                	
                  Exhibit
      C

                	
                  Workletter
      Agreement

                


        

        
          	
                   
      

                	
                  Exhibit
      D

                	
                  Cleaning
      Services

                


        

        
          	
                   
      

                	
                  Exhibit
      E

                	
                  Building
      Holidays

                


        

        
          	
                   
      

                	
                  Exhibit
      F

                	
                  Commencement
      Date Agreement

                


        

        
          	
                   
      

                	
                  Exhibit
      G

                	
                  Tax
      and Operating Cost Rider

                


        

        
          	
                   
      

                	
                  Exhibit
      H

                	
                  Electricity
      Rider

                


        

        
          
            	
                     
      

                  	
                    Exhibit
      I

                  	
                    Letter
      of Credit Form

                  
	 	 	 


          

        

        
        

      

      The
Exhibits are attached at the back of this Lease and are a part of this
Lease.

      


      6.           LEGAL
REQUIREMENTS means all present and future laws and ordinances of federal,
state, municipal and county governments, and rules, regulations, orders and
directives of departments, subdivisions, bureaus, agencies or offices of such
governments, or any other governmental, public or quasi-public authorities
having jurisdiction over the Building, and the directions of any public officer
pursuant to law.

       

      7.           PRIME
means the so-called annual prime rate of interest established and quoted by The
Wall Street Journal (or its successor), from time to time, but in no event
greater than the highest lawful rate from time to time in effect.

      



      
        
          Basic
Lease Provisions and Definition -- Page 3 of 4

           


        

        
           


          
            

          

        

        
           


        

      


      8.           PERMITTED
USE means general office use consistent with a first class office
building and for no other purpose.

      


      9.           REAL
PROPERTY means the Building, the land upon which the Building stands,
together with adjoining parking areas, sidewalks, driveways, landscaping and
land.

      


      10.         STATE
means the State of New Jersey.

      


      11.         TERM
means the period of time beginning on the Commencement Date and ending on the
Expiration Date.

      
 

      - End of
Basic Lease Provisions and Definitions -


      
        
          Basic
Lease Provisions and Definition -- Page 4 of 4

           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

      


      
        
          	
                  1.

                	
                  LEASE:

                	
                  1

                
	
                  2.

                	
                  FIXED
      BASIC RENT:

                	
                  1

                
	
                  3.

                	
                  USE
      AND OCCUPANCY:

                	
                  1

                
	
                  4.

                	
                  CARE
      AND REPAIR OF PREMISES:

                	
                  1

                
	
                  5.

                	
                  ALTERATIONS,
      ADDITIONS OR IMPROVEMENTS:

                	
                  2

                
	
                  6.

                	
                  ASSIGNMENT
      AND SUBLEASE:

                	
                  2

                
	
                  7.

                	
                  COMPLIANCE
      WITH RULES AND REGULATIONS:

                	
                  4

                
	
                  8.

                	
                  DAMAGES
      TO BUILDING:

                	
                  4

                
	
                  9.

                	
                  EMINENT
      DOMAIN:

                	
                  5

                
	
                  10.

                	
                  LANDLORD’S
      REMEDIES ON DEFAULT:

                	
                  5

                
	
                  11.

                	
                  DEFICIENCY:

                	
                  5

                
	
                  12.

                	
                  SUBORDINATION:

                	
                  6

                
	
                  13.

                	
                  SECURITY
      DEPOSIT:

                	
                  6

                
	
                  14.

                	
                  RIGHT
      TO CURE TENANT’S BREACH:

                	
                  6

                
	
                  15.

                	
                  LIENS:

                	
                  7

                
	
                  16.

                	
                  RIGHT
      TO INSPECT AND REPAIR:

                	
                  7

                
	
                  17.

                	
                  SERVICES
      TO BE PROVIDED BY LANDLORD:

                	
                  7

                
	
                  18.

                	
                  TENANT’S
      ESTOPPEL:

                	
                  7

                
	
                  19.

                	
                  HOLDOVER
      TENANCY:

                	
                  8

                
	
                  20.

                	
                  LANDLORD’S
      WORK; COMMENCEMENT:

                	
                  8

                
	
                  21.

                	
                  OVERDUE
      RENT CHARGE/INTEREST:

                	
                  8

                
	
                  22.

                	
                  INSURANCE:

                	
                  9

                
	
                  23.

                	
                  INDEMNITY:

                	
                  10

                
	
                  24.

                	
                  BROKER:

                	
                  10

                
	
                  25.

                	
                  PERSONAL
      LIABILITY:

                	
                  10

                
	
                  26.

                	
                  NOTICES:

                	
                  10

                
	
                  27.

                	
                  AUTHORITY:

                	
                  11

                
	
                  28.

                	
                  PARKING
      SPACES:

                	
                  11

                
	
                  29.

                	
                  RELOCATION:

                	
                  11

                
	
                  30.

                	
                  MISCELLANEOUS:

                	
                  12

                
	
                  31.

                	
                  TERMINATION
      OPTION:

                	
                  13

                
	
                  32.

                	
                  OPTION
      TO RENEW:

                	
                  14

                


        

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      General
Conditions

      


      
        	
                1.

              	
                LEASE:

              


      

       

      Landlord
hereby leases the Premises to Tenant for the Term, pursuant to the terms and
conditions hereof.

      


      
        	
                2.

              	
                FIXED
      BASIC RENT:

              


      

       

      Tenant
will pay Landlord the Fixed Basic Rent.  At Landlord’s option, upon
notice to Tenant, Tenant will pay the Fixed Basic Rent and Additional Rent by
electronic transfer.  The Fixed Basic Rent payable for the entire Term
will be the aggregate of the Annual Rate set forth in the Basic Lease Provisions
and will be payable, in advance, on the first day of each calendar month during
the Term at the Monthly Installments set forth in the Basic Lease Provisions,
except that a proportionately lesser amount will be paid for the first month of
the Term if the Term commences on a day other than the first day of the
month.  Tenant will pay the first (1st) full monthly installment of
Fixed Basic Rent upon Tenant’s execution and delivery of this
Lease.  Tenant will pay Fixed Basic Rent, and any Additional Rent, to
Landlord at Landlord’s address set forth in the first paragraph of this Lease,
or at such other place as Landlord may designate in writing, without demand and
without counterclaim, deduction or set off, except as expressly set forth
herein.

      


      
        	
                3.

              	
                USE
      AND OCCUPANCY:

              


      

       

      Tenant will use the Premises solely for
the Permitted Use.

      


      Tenant
shall not be responsible for any currently existing violations of environmental
laws, unless same are caused by or exacerbated by Tenant’s acts or
omissions.  Neither Tenant, nor anyone acting by or through Tenant,
will generate, handle, dispose, store or discharge any hazardous substances or
wastes as defined by Legal Requirements in, on or around the Premises, the
Building or the Real Property in violation of any Legal Requirements (such
actions collectively referred to as “Prohibited
Actions”).  Tenant will defend, indemnify and hold Landlord
harmless against any and all loss, cost, damage, liability or expense (including
attorneys’ fees and disbursements) which Landlord may sustain as a result of any
Prohibited Actions.

      


      
        	
                4.

              	
                CARE
      AND REPAIR OF PREMISES:

              


      

       

      Tenant
will not commit any act that damages the Premises or Building and will take good
care of the Premises, and will comply with all Legal Requirements affecting the
Premises or the Tenant’s use and/or occupancy of the
Premises.  Landlord will, at Tenant’s expense, make all necessary
repairs to the Premises.  Landlord will make all necessary repairs to
the Common Facilities.  The cost of repairs to the Common Facilities
will be included in Operating Costs, except where the repair has been made
necessary by misuse or neglect by Tenant or Tenant’s agents, employees,
contractors, invitees, visitors or licensees (collectively, “Tenant’s Agents”), in which
event Landlord will nevertheless make the repair but Tenant will pay to
Landlord, as Additional Rent, upon demand, the cost incurred by Landlord to
complete such repairs, except as set forth in Section 22(c)
hereof.  All improvements made by Tenant prior to or after the
commencement of the Term which are attached to the Premises, except trade
fixtures, will, at Landlord’s option, become the property of Landlord upon the
expiration or sooner termination of this Lease.  Not later than the
last day of the Term, Tenant will, at Tenant’s expense, remove from the Building
all of Tenant’s personal property and those improvements made by Tenant which
Landlord has not elected by notice to Tenant to retain as Landlord’s property,
as well as all trade fixtures (other than built-in cabinet work), moveable
partitions, telephone, computer, data and antenna wiring, cabling and related
conduit and the like.  Tenant will repair all injury done by or in
connection with the installation or removal of said property, improvements,
wiring and the like; cap or terminate all telephone, computer and data
connections at service entry panels in accordance with Legal Requirements; and
surrender the Premises in as good condition as they were at the beginning of the
Term, except for reasonable wear and damage by casualty or other cause not due
to the misuse or neglect by Tenant and/or Tenant’s Agents.  Tenant
shall have no obligation to remove any of the wiring existing within the
Premises prior to the date hereof.  If existing wiring interferes with
the installation of new wiring, Landlord, at its sole cost and expense, shall
remove the existing wiring.  All property of Tenant remaining on the
Premises after the last day of the Term will be conclusively deemed abandoned
and may be removed and discarded or stored at Tenant’s risk by Landlord, and
Tenant will pay Landlord for the reasonable cost of such removal, discarding
and/or storage.  Notwithstanding anything contained herein to the
contrary, Tenant shall remove all installations that are “non-standard office
improvements”.  For purposes hereof, “Non-Standard Office
Improvements” shall mean raised flooring, interior staircases, vaults,
elevators, modifications to the Building’s utility and mechanical systems and
unusual configuration for first class office space.  Tenant shall
repair any damage to the Premises resulting from such
removal.  Non-Standard Office Improvements shall not include the
Work.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      


      Tenant is
responsible for all costs related to the repair and maintenance of any
additional or supplemental HVAC systems, appliances and equipment serving
exclusively the Premises or installed to meet Tenant’s specific
requirements.  Tenant will purchase and maintain throughout the Term
an annual full maintenance and service contract for this equipment and will
forward a copy of each proposed contract to Landlord for its approval prior to
signing it.  Notwithstanding the foregoing, Tenant shall not be
required to maintain a service contract for the refrigerator in the Premises;
however, Tenant, at its sole cost and expense, shall be responsible for the
repair and maintenance of the refrigerator.

      


      
        	
                5.

              	
                ALTERATIONS,
      ADDITIONS OR IMPROVEMENTS:

              


      

       

      Tenant
will not, without first obtaining the written consent of Landlord, make any
structural or Building Systems alterations, additions or improvements
(collectively, “alterations”) in, to or about
the Premises.  Building Systems shall mean any structural, life
safety, plumbing, electrical, heating, ventilation or air conditioning system or
its components.  Tenant shall not, without first obtaining the written
consent of Landlord (which shall not be unreasonably withheld or delayed) make
any non-Building Systems alterations, additions or improvements in, to or about
the Premises.  Tenant may, upon notification to Landlord, perform
minor cosmetic improvements, such as painting and wallpapering, without prior
consent of Landlord.  Tenant, at Tenant’s sole cost and expense, may
install a retractable projector screen in the conference room in the
Premises.

      


      If Tenant
shall request the consent or approval of Landlord to the making of any
alterations or to any other thing, and Landlord shall seek and pay a separate
fee for the opinion of Landlord’s counsel, architect, engineer or other
representative or agent as to the form or substance thereof, Tenant shall pay
Landlord, as Additional Rent, within 30 days after demand, all reasonable costs
and expenses of Landlord incurred in connection therewith, including, in case of
any alterations, costs and expenses of Landlord in reviewing plans and
specifications.

      


      
        	
                6.

              	
                ASSIGNMENT
      AND SUBLEASE:

              


      

       

      Tenant
will not mortgage, pledge, assign or otherwise transfer this Lease or sublet all
or any portion of the Premises in any manner except as specifically provided for
in this Article 6:

      


      a)           If
Tenant desires to assign this Lease or sublease all or part of the Premises, the
terms and conditions of such assignment or sublease will be communicated by
Tenant to Landlord in writing no less than thirty (30) days prior to the
effective date of such sublease or assignment.  Prior to such
effective date, Landlord will have the option, upon notice to Tenant, to
terminate the Lease, (i) in the case of subletting, solely as to that portion of
the Premises to be sublet, or (ii) in the case of an assignment, as to all of
the Premises, and in such event, Tenant will be fully released from its
obligations with respect to the terminated space (“Recapture Space”) accruing
from and after the effective date.  If Landlord terminates the Lease
as to the Recapture Space, in no event will Landlord be liable for a brokerage
commission in connection with the proposed assignment or sublet.  If
Landlord recaptures the Recapture Space, Tenant shall be solely responsible, at
its cost and expense, for all alterations required to separate the Recapture
Space from the balance of the Premises, including, but not limited to,
construction of demising walls and separation of utilities.

      


      b)           In
the event that the Landlord elects not to terminate the Lease as to the
Recapture Space, Tenant may assign this Lease or sublet the whole or any portion
of the Premises, subject to Landlord’s prior written consent, which consent will
not be unreasonably withheld, conditioned or delayed, subject to the following
terms and conditions and provided the proposed occupancy is in keeping with that
of a first-class office building:


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      


      i)           Tenant
will provide to Landlord the name, address, nature of the business and evidence
of the financial condition of the proposed assignee or sublessee;

       

      ii)           The
assignee will assume, by written instrument, all of the obligations of the
Tenant under this Lease, and a copy of such assumption agreement will be
furnished to Landlord within ten (10) days of its execution.  No
further assignment of this Lease or subletting all or any part of the Premises
will be permitted;

       

      iii)           Each
sublease will provide that sublessee’s rights will be no greater than those of
Tenant, and that the sublease is subject and subordinate to this Lease and to
the matters to which this Lease is or will be subordinate, and that in the event
of default by Tenant under this Lease, Landlord may, at its option, take over
all of the right, title and interest of Tenant, as sublessor, under such
sublease, and such sublessee will, at Landlord’s option, attorn to Landlord
pursuant to the terms of such sublease, except that Landlord will not (i) be
liable for any previous act or omission of Tenant under such sublease or, (ii)
be subject to any offset not expressly provided for in this Lease or by any
previous prepayment of more than one month’s rent;

       

      iv)           The
liability of Tenant and each assignee will be joint, several and primary for the
observance of all the provisions, obligations and undertakings of this Lease,
including the payment of Fixed Basic Rent and Additional Rent through the entire
Term, as the same may be renewed, extended or otherwise modified;

       

      v)           Tenant
will promptly pay to Landlord fifty percent (50%) of any consideration received
for any assignment or all of the rent (fixed basic rent and additional rent,
less Tenant’s actual and reasonable expenses for marketing and subleasing the
space, including but not limited to advertising, reasonable attorneys fees,
brokerage fees, etc.) and fifty percent (50%) of any other consideration payable
by the subtenant to Tenant under or in connection with a sublease, as and when
received, in excess of the Fixed Basic Rent required to be paid by Tenant for
the area sublet;

       

      vi)           The
acceptance by Landlord of any rent from the assignee or from any subtenant or
the failure of Landlord to insist upon strict performance of any of the terms,
conditions and covenants of this Lease will release neither Tenant, nor any
assignee assuming this Lease, from the Tenant’s obligations set forth in this
Lease;

       

      vii)           The
proposed assignee or subtenant is not then an occupant of any part of the
Building or any other building then owned by Landlord or its affiliates within a
five-mile radius of the Building;

       

      viii)           The
proposed assignee or subtenant is not an entity or a person or an affiliate of
an entity with whom Landlord is or has been, within the preceding twelve (12)
month period, negotiating to lease space in the Building or any other building
owned by Landlord or its affiliates within a five-mile radius of the
Building;

       

      ix)           There
will not be more than two (2) subtenants in the Premises;

       

      x)           Tenant
will not advertise the subtenancy for less than Landlord’s then current market
rent for the Premises;

       

      xi)           Tenant
will pay Landlord a FIVE HUNDRED AND 00/100 DOLLAR ($500.00) administrative fee
for each request for consent to any sublet or assignment simultaneously with
Tenant’s request for consent to a specific sublet or assignment;
and

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      xii)           The
proposed assignee or subtenant will use the Premises for the Permitted Use
only.

       

      c)           If
Tenant is a corporation (other than a corporation whose stock is listed and
traded on a nationally recognized stock exchange), the transfer (however
accomplished, whether in a single transaction or in a series of related or
unrelated transactions) of a majority of the issued and outstanding stock [or
any other mechanism such as, by way of example, the issuance of additional
stock, a stock voting agreement or change in class(es) of stock which results in
a change of control of Tenant], and if Tenant is a partnership, joint venture or
limited liability company (collectively “Entity”), the transfer (by one
or more transfers) of an interest in the distributions of profits and losses of
such Entity (or other mechanism, such as, by way of example, the creation of
additional partnership or limited liability company interests) which results in
a change of control of such Entity will be deemed an assignment of this Lease,
subject to provisions of this Article.

      


      Notwithstanding
anything contained in this Lease to the contrary, Tenant may assign this Lease
or sublet all or any portion of the Premises to (i) any corporation or other
Entity directly or indirectly controlling or controlled by Tenant or under
common control with Tenant, or (ii) any successor by merger, consolidation,
corporate reorganization or acquisition of all or substantially all of the
assets of Tenant (any transaction referred to in clauses (i) or (ii) hereof will
be a “Permitted
Transfer”) provided that the net worth of any transferee of a Permitted
Transfer will not be less than the greater of (A) the net worth of Tenant
immediately preceding the Permitted Transfer or (B) the net worth of Tenant as
of the date of the execution and delivery of this Lease by both
parties.  Any other assignment or subleasing of Tenant’s interest
under this Lease will be subject to Landlord’s approval, which approval will not
be unreasonably withheld, conditioned or delayed.

      


      d)           Except
as specifically set forth above, if any portion of the Premises or of Tenant’s
interest in this Lease is acquired by any other person or entity, whether by
assignment, mortgage, sublease, transfer, operation of law or act of the Tenant,
or if Tenant pledges its interest in this Lease or in any security deposit
required hereunder, Tenant will be in default.

      


      
        	
                7.

              	
                COMPLIANCE
      WITH RULES AND REGULATIONS:

              


      

       

      Tenant
will observe and comply with the rules and regulations set forth in Exhibit B
and with such further reasonable rules and regulations as Landlord may prescribe
from time to time, provided that such rules and regulations are enforced in a
non-discriminatory manner.

      


      
        	
                8.

              	
                DAMAGES
      TO BUILDING:

              


      

       

      If the
Building is damaged by fire or any other cause to such extent the cost of
restoration, as reasonably estimated by Landlord, will equal or exceed
twenty-five percent (25%) of the replacement value of the Building (exclusive of
foundations) just prior to the occurrence of the damage, then Landlord may, no
later than the sixtieth (60th) day following the date of damage, give Tenant a
notice of election to terminate this Lease, or if the cost of restoration will
equal or exceed fifty percent (50%) of such replacement value and if the
Premises shall not be reasonably usable for the purpose for which they are
leased hereunder, or if restoration of the damage to the Premises will require
more than one hundred eighty (180) days to complete or if such damage is not
fully repaired and reasonable access to the Premises restored within one hundred
eighty (180) days from the date of damage, then, in any such event, Tenant may,
no later than the sixtieth (60th) day following the date of damage or following
the end of said one hundred eighty (180) day period, give Landlord a notice of
election to terminate this Lease.  In either said event of election,
this Lease shall be deemed to terminate on the thirtieth (30th) day after the
giving of said notice, and Tenant shall surrender possession of the Premises
within a reasonable time thereafter, and the Fixed Basic Rent, and any
Additional Rent, shall be apportioned as of the date of said casualty and any
Fixed Basic Rent or Additional Rent paid for any period beyond said date shall
be repaid to Tenant.  If the cost of restoration shall not entitle
Landlord to terminate this Lease, or if, despite the cost, Landlord does not
elect to terminate this Lease, Landlord shall restore the Building and the
Premises with reasonable promptness, subject to Force Majeure, and Tenant shall
have no right to terminate this Lease, except as set forth
above.  Landlord need not restore fixtures and improvements owned by
Tenant.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


      In any
case in which use of the Premises is affected by any damage to the Building,
there will be either an abatement or an equitable reduction in Fixed Basic Rent,
and any Additional Rent, depending on the period for which and the extent to
which the Premises are not reasonably usable for general office
use.  The words “restoration” and “restore” as used in this Article
will include repairs.

      


      
        	
                9.

              	
                EMINENT
      DOMAIN:

              


      

       

      If
Tenant’s use of the Premises is materially affected due to the taking by eminent
domain of (a) the Premises or any part thereof; or (b) any other part of the
Building; then, in either event, this Lease will terminate on the date when
title vests pursuant to such taking.  The Fixed Basic Rent, and any
Additional Rent, will be apportioned as of such termination date and any Fixed
Basic Rent or Additional Rent paid for any period beyond said date, will be
repaid to Tenant.  Tenant will not be entitled to any part of the
award for such taking or any payment in lieu thereof, but Tenant may file a
separate claim for any taking of fixtures and improvements owned by Tenant which
have not become the Landlord’s property, and for moving expenses, provided the
same will, in no way, affect or diminish Landlord’s award.  In the
event of a partial taking which does not effect a termination of this Lease but
does deprive Tenant of the use of a portion of the Premises, there will be
either an abatement or an equitable reduction in Fixed Basic Rent, and any
Additional Rent, depending on the period for which and the extent to which the
Premises are not reasonably usable for general office use.

      


      
        	
                10.

              	
                LANDLORD’S
      REMEDIES ON DEFAULT:

              


      

       

      If Tenant
defaults in the payment of Fixed Basic Rent or any Additional Rent or in the
performance of any of the other covenants and conditions of this Lease or
permits the Premises to become deserted, abandoned or vacated, Landlord shall
give Tenant notice of such default, and if Tenant does not cure any Fixed Basic
Rent or Additional Rent default within five (5) days or other default within
fifteen (15) days after the giving of such notice (or if such other default is
of such nature that it cannot be completely cured within such period, if Tenant
does not commence such curing within such fifteen (15) days and thereafter
proceed with reasonable diligence and in good faith to cure such default), then
Landlord may terminate this Lease or Tenant’s right to possession upon not less
than ten (10) days notice to Tenant, and on the date specified in such notice
Tenant’s right to possession of the Premises will cease, but Tenant will remain
liable as provided below in this Lease.  If this Lease or Tenant’s
right to possession will have been so terminated by Landlord, Landlord may at
any time thereafter recover possession of the Premises by any lawful means and
remove Tenant or other occupants and their effects.  Landlord may, at
Tenant’s expense, relet all or any part of the Premises and may make such
alterations, decorations or other changes to the Premises as Landlord considers
appropriate in connection with such reletting, without relieving Tenant of any
liability under this Lease.  Tenant shall pay to Landlord, on demand,
such expenses as Landlord may incur, including, without limitation, court costs
and reasonable attorney’s fees and disbursements, in enforcing the performance
of any obligation of Tenant under this Lease.  Notwithstanding
anything contained herein, Tenant’s vacating of the Premises shall not be deemed
a default of this Lease, if Tenant submits to Landlord then current financial
statements, certified by Tenant’s chief financial officer or a certified public
accountant, evidencing to Landlord’s reasonable satisfaction, that Tenant has
the financial resources to meet its obligations under this Lease.

      


      Tenant
hereby waives all right of redemption to which Tenant or any person under Tenant
might be entitled by any Legal Requirement.  Tenant hereby further
waives any and all rights to invoke N.J.S.A. 2A:18-60 (relating to removal of
proceedings from the Special Civil Part to the Law Division).

      


      
        	
                11.

              	
                DEFICIENCY:

              


      

       

      In any
case where Tenant has defaulted and Landlord has recovered possession of the
Premises or terminated this Lease or Tenant’s right to possession, Tenant’s
obligation to pay Landlord all the Fixed Basic Rent and Additional Rent up to
and including the Expiration Date will not be discharged or otherwise
affected.  Landlord will have all rights and remedies available to
Landlord at law and in equity by reason of Tenant’s default, and may
periodically sue to collect the accrued obligations of the Tenant together with
interest at Prime plus four percent per annum from the date owed to the date
paid, but in no event greater than the maximum rate of interest permitted by
law.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      


      Alternatively,
in any case where Landlord has recovered possession of the Premises by reason of
Tenant’s default, Landlord may at Landlord’s option, and at any time thereafter,
and without notice or other action by Landlord, and without prejudice to any
other rights or remedies it might have hereunder or at law or equity, become
entitled to recover from Tenant, as damages for such breach, in addition to such
other sums herein agreed to be paid by Tenant, to the date of re-entry,
expiration and/or dispossess, an amount equal to the difference between the
Fixed Basic Rent and Additional Rent reserved in this Lease from the date of
such default to the date of Expiration Date of the original Term and the then
fair and reasonable rental value of the Premises for the same
period.  Said damages shall become due and payable to Landlord
immediately upon such breach of this Lease and without regard to whether this
Lease be terminated or not, and if this Lease be terminated, without regard to
the manner in which it is terminated.  In the computation of such
damages, the difference between an installment of Fixed Basic Rent and
Additional Rent thereafter becoming due and the fair and reasonable rental value
of the Premises for the period for which such installment was payable shall be
discounted to the date of such default at the rate of not more than six percent
(6%) per annum.

      


      
        	
                12.

              	
                SUBORDINATION:

              


      

       

      This
Lease will, at the option of any holder of any underlying lease or holder of any
first mortgage or first trust deed, be subject and subordinate to any such
underlying lease and to any first mortgage or first trust deed which may now or
hereafter affect the Real Property, and also to all renewals, modifications,
consolidations and replacements of such underlying leases and first mortgage or
first trust deed.  Although no instrument or act on the part of Tenant
will be necessary to effectuate such subordination, Tenant will, nevertheless,
execute and deliver such further instruments confirming such subordination of
this Lease as may be desired by the holders of such first mortgage or first
trust deed or by any of the lessors under such underlying leases.  If
any underlying lease to which this Lease is subject terminates, Tenant will, on
timely request, recognize and acknowledge the owner of the Real Property as
Tenant’s landlord under this Lease.

      


      
        	
                13.

              	
                SECURITY
      DEPOSIT:

              


      

       

      Tenant
will deposit with Landlord on the signing of this Lease by Tenant, the Security
Deposit for the performance of Tenant’s obligations under this Lease, including
the surrender of possession of the Premises to Landlord in the condition
required under this Lease.  If Landlord applies all or any part of the
Security Deposit to cure any default of Tenant beyond the expiration of
applicable notice and cure periods, Tenant will, on demand, deposit with
Landlord the amount so applied so that Landlord will have the full Security
Deposit on hand at all times during the Term.  In the event of a bona
fide sale of the Real Property, subject to this Lease, Landlord will transfer
the Security Deposit to the purchaser, and Landlord will be considered released
by Tenant from all liability for the return of the Security Deposit; and Tenant
agrees to look solely to the new landlord for the return of the Security
Deposit, and it is agreed that this will apply to every transfer or assignment
made of the Security Deposit to a new landlord.  Provided Tenant is
not in default, the Security Deposit (less any portions of it previously used,
applied or retained by Landlord), will be returned to Tenant after the
expiration or sooner termination of this Lease and delivery of the entire
Premises to Landlord in accordance with the provisions of this
Lease.  Tenant will not assign, pledge or otherwise encumber the
Security Deposit, and Landlord will not be bound by any such assignment, pledge
or encumbrance.

      


      
        	
                14.

              	
                RIGHT
      TO CURE TENANT’S BREACH:

              


      

       

      If Tenant
breaches any covenant or condition of this Lease, Landlord may, on reasonable
prior written notice to Tenant (except that no notice need be given in case of
emergency), cure such breach at the expense of Tenant, and the reasonable amount
of all expenses, including reasonable attorney’s fees, incurred by Landlord in
so doing (whether paid by Landlord or not) will be deemed payable on demand as
Additional Rent.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


      
        	
                15.

              	
                LIENS:

              


      

       

      Tenant
will not permit any lien or other encumbrance to be filed as a result of any act
or omission (or alleged act or omission) of Tenant.  Tenant will,
within twenty (20) days after notice from Landlord, discharge or satisfy by
bonding or otherwise any liens filed against Landlord or all or any portion of
the Real Property as a result of any such act or omission, including any lien or
encumbrance arising from contract or tort claims.

      


      
        	
                16.

              	
                RIGHT
      TO INSPECT AND REPAIR:

              


      

       

      Landlord
or its designees may enter the Premises (but will not be obligated to do so) at
any reasonable time on reasonable notice to Tenant (except that no notice need
be given in case of emergency) for the purpose of:  (i) inspection;
(ii) performance of any work or the making of such repairs, replacements or
additions in, to, on and about the Premises or the Building, as Landlord deems
necessary or desirable; or (iii) showing the Premises to prospective purchasers,
mortgages and tenants within the last twelve (12) months of the
Term.  Tenant will provide Landlord or its designees free and
unfettered access to any mechanical or utility rooms, conduits, risers or the
like located within the Premises.  During the final twelve (12) months
of the Term, Landlord or any prospective tenant shall have the right to enter
the space to perform inspections, surveys, measurements or such other reasonable
activities as may be necessary to prepare the Premises for occupancy by the
succeeding tenant.  Tenant will have no claims, including claims for
interruption of Tenant’s business, or cause of action against Landlord by reason
of entry for such purposes.  Landlord will make good faith efforts to
minimize the interruption of Tenant’s business while upon the
Premises

      


      
        	
                17.

              	
                SERVICES
      TO BE PROVIDED BY LANDLORD:

              


      

       

      a)           Landlord
will furnish to the Premises (i) electricity for normal lighting and ordinary
office machines, (ii) during Building Hours, HVAC required for the reasonable
use and occupancy of the Premises (a minimum of 70 degrees during heating season
and less than a maximum of 78 degrees during cooling season), and (iii)
janitorial service (as set forth in Exhibit D), all in a manner comparable to
that of similar buildings in the area.  In addition, Landlord shall
provide Common Facilities lighting at the Real Property during Building Hours
and for such additional hours as, in Landlord’s judgment, is necessary or
desirable to insure proper operation of the Real Property.

       

      b)           Subject
to Paragraph 3 of the Definitions, Tenant will be entitled to make use of HVAC
beyond the Building Hours, at Tenant’s sole cost and expense, provided Tenant
has notified Landlord by 3:00 p.m. on the day that Tenant will require said
overtime use if said overtime use is required on any weekday, and by 3:00 p.m.
on Friday for Saturday and/or Sunday overtime use.  Tenant will pay
Landlord the HVAC After Hours Charge (as defined in the Basic Lease Provisions)
for HVAC beyond the Building Hours.  Tenant shall have the right to
install supplemental HVAC equipment, subject to Landlord’s reasonable approval
of size and location.  The installation of such equipment shall be
subject to the FCC and local zoning ordinances and the cost of maintaining such
equipment shall be paid by Tenant.  At the end of the Term, such
supplemental HVAC equipment shall, at Landlord’s sole option, either remain in
the Premises or be removed from the Premises, at Tenant’s sole cost; in which
event, all affected areas shall be restored and all damage resulting from
installation and removal shall be repaired at Tenant’s sole cost.

       

      
        	
                18.

              	
                TENANT’S
      ESTOPPEL:

              


      

       

      Tenant
will, from time to time, on not less than ten (10) business days prior written
request by Landlord, execute, acknowledge and deliver to Landlord an estoppel
certificate containing such information as Landlord may reasonably
request.

      



      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                19.

              	
                HOLDOVER
      TENANCY:

              


      

       

      Tenant
agrees that it must surrender possession of the Premises to Landlord on the
Expiration Date or earlier termination of the Term.  Tenant agrees to
indemnify and hold Landlord harmless from and against all liabilities,
obligations, damages, penalties, claims, costs, charges and expenses, including
reasonable attorneys’ fees, resulting from any delay by Tenant in so
surrendering the Premises, including any claims made by any succeeding tenant
based on such delay.  Tenant agrees that if possession of the Premises
is not surrendered to Landlord on the Expiration Date or earlier termination of
the Term, then Tenant agrees to pay Landlord as liquidated damages for each
month and for any portion of a month during which Tenant holds over in the
Premises after the Expiration Date or earlier termination of the Term, a sum
equal to one hundred fifty percent (150%) of the monthly Fixed Basic Rent for
the last month of the Term, plus the Additional Rent, for the first month of
Lessee’s holding over and two hundred percent (200%) of the monthly Fixed Basic
Rent for the last month of the Term, plus the Additional Rent, thereafter, of
the average Fixed Basic Rent and Additional Rent which was payable per month
under this Lease during the last three months of the Term.  Such
liquidated damages shall not limit Tenant’s indemnification obligation with
respect to claims made by any succeeding tenant based on Tenant’s failure or
refusal to surrender the Premises to Landlord on the Expiration Date or sooner
termination of the Term.  Nothing contained herein shall be deemed to
authorize Tenant to remain in occupancy of the Premises after the Expiration
Date or sooner termination of the Term.

      


      
        	
                20.

              	
                LANDLORD’S
      WORK; COMMENCEMENT:

              


      

       

       
a)           Landlord
agrees that Landlord will perform work in the Premises in accordance with
Exhibit C of this Lease (the “Work”).  If this
Lease is signed by October 17, 2008, Landlord shall, at a minimum, perform
the paint and carpet portion of the Work prior to November 14, 2008 and use
commercially reasonable efforts to complete the remainder of the Work prior to
November 14, 2008.

       

      b)           Intentionally
omitted.

       

      c)           Notwithstanding
anything contained in this Lease to the contrary, the Commencement Date shall be
the earlier of:  (i) the date Tenant (or anyone having rights under or
through Tenant) shall occupy all or any part of the Premises; (ii) the date the
Work is substantially completed by Landlord; or (iii) November 14,
2008.

       

      d)           Notwithstanding
anything contained in this Lease to the contrary, if Landlord, for any reason
whatsoever cannot deliver possession of the Premises to Tenant on the
Commencement Date set forth in the Basic Lease Provisions, this Lease will not
be void or voidable, nor will Landlord be liable to Tenant for any loss or
damage resulting therefrom, but in that event, the Term will commence on the
earlier of:  (i) the date Landlord delivers possession of the Premises
to Tenant or (ii) the date Landlord would have delivered possession of the
Premises to Tenant but for any reason attributable to Tenant.

       

      
        	
                21.

              	
                OVERDUE
      RENT CHARGE/INTEREST:

              


      

       

      a)           Tenant
will pay an “Overdue Rent
Charge” of eight percent (8%) of any installment of Fixed Basic Rent or
Additional Rent which Tenant fails to pay within five (5) days after the due
date thereof, to cover the extra expense involved in handling non-payments
and/or delinquent payments.  The Overdue Rent Charge will constitute
Additional Rent and an agreed upon amount of liquidated damages and not a
penalty.

       

      b)           Any
amount owed by Tenant to Landlord which is not paid when due will bear interest
at the lesser of (i) the rate of two percent (2%) per month from the due date of
such amount, or (ii) maximum legal interest rate permitted by
law.  The payment of interest on such amounts will not extend the due
date of any amount owed.

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      c)           Notwithstanding
anything in this Article to the contrary, Landlord shall waive an Overdue Rent
Charge one time during each Lease Year provided, however, the installment of
Fixed Basic Rent or Additional Rent so due is paid by the fifteenth (15th) day
of the month.  Payment received subsequent to the fifteenth (15th) of
the month during these grace periods shall require an Overdue Rent Charge to be
reassessed and added to Tenant’s obligations hereunder.

       

      
        	
                22.

              	
                INSURANCE:

              


      

       

      a)           Tenant’s
Insurance.  On or before the Commencement Date or Tenant’s
prior entry into the Premises, Tenant will obtain and have in full force and
effect, insurance coverage as follows:

       

      (i)           workers’
compensation in an amount required by law; (ii) commercial general liability
with a per occurrence limit of Two Million Dollars ($2,000,000) and a general
aggregate of Three Million Dollars ($3,000,000) for bodily injury and property
damage on an occurrence basis and containing an endorsement naming Landlord, its
agents, designees and lender as additional insureds, an aggregate limit per
location endorsement, and no modification that would make Tenant’s policy excess
or contributing with Landlord’s liability insurance; (iii) all risk property
insurance for the full replacement value of all of Tenant’s furniture, fixtures,
equipment, alterations, improvements or additions that do not become Landlord’s
property upon installation; and (iv) any other form or forms of insurance or any
increase in the limits of any of the coverages described above or other forms of
insurance as Landlord or the mortgagees or ground lessors (if any) of Landlord
may reasonably require from time to time if in the reasonable opinion of
Landlord or said mortgagees or ground lessors said coverage and/or limits become
inadequate or less than that commonly maintained by prudent tenants with similar
uses in similar buildings in the area.  All policies obtained by
Tenant will be issued by carriers having ratings in Best’s Insurance Guide
(“Best”) of A and VIII,
or better (or equivalent rating by a comparable rating agency if Best no longer
exists) and licensed in the State.  All such policies must be endorsed
to be primary and noncontributing with the policies of Landlord being excess,
secondary and noncontributing.  No policy will be canceled, nonrenewed
or materially modified without thirty (30) days’ prior written notice by the
insurance carrier to Landlord.  If the forms of policies,
endorsements, certificates, or evidence of insurance required by this Article
are superseded or discontinued, Landlord may require other equivalent or better
forms.  Evidence of the insurance coverage required to be maintained
by Tenant, represented by certificates of insurance issued by the insurance
carrier, must be furnished to Landlord prior to Tenant occupying the Premises
and at least thirty (30) days prior to the expiration of current
policies.  Copies of all endorsements required by this Article must
accompany the certificates delivered to Landlord.  The certificates
will state the amounts of all deductibles and self-insured retentions and that
Landlord will be notified in writing thirty (30) days prior to cancellation,
material change, or non-renewal of insurance.  If requested in writing
by Landlord, Tenant will provide to Landlord a certified copy of any or all
insurance policies or endorsements required by this Article.

      


      b)           Tenant
will not do or allow anything to be done on the Premises which will increase the
rate of fire insurance on the Building from that of a general office
building.  If any use of the Premises by Tenant results in an increase
in the fire insurance rate(s) for the Building, Tenant will pay Landlord, as
Additional Rent, any resulting increase in premiums.  Tenant’s
insurance obligations set forth in Section 22 a) (i) and (ii) above shall
continue in effect throughout the Term and after the Term as long as Tenant, or
anyone claiming by, through or under Tenant, occupies all or any part of the
Premises.

       

      c)           Waiver of
Claims.  Landlord and Tenant hereby waive all claims and
release each other and each other’s employees, agents, customers and invitees
from any and all liability for any loss, damage or injury to property occurring
in, on, about or to the Premises or the Building by reason of fire or other
casualty, regardless of cause, including the negligence of Landlord or Tenant
and their respective employees, agents, customers and invitees, and agree that
the property insurance carried by either of them will contain a clause whereby
the insurer waives its right of subrogation against the other
party.  Each party to this Lease will give to its insurance company
notice of the provisions of this Section 22 (c) and have such insurance policies
properly endorsed, if necessary, to prevent the invalidation of such insurance
by reason of the provisions of this Section 22 (c).  Each party shall
bear the risk of its own deductibles.  Landlord and Tenant acknowledge
that the insurance requirements of this Lease reflect their mutual recognition
and agreement that each party will look to its own insurance and that each can
best insure against loss to its property and business no matter what the
cause.  If Tenant fails to maintain insurance or self insures for loss
including, without limitation, business interruption, Tenant shall be deemed to
have released Landlord for all loss or damage which would have been covered if
Tenant had so insured.

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      d)           Building
Insurance.  Landlord will at all times during the Term carry a
policy of insurance which insures the Building, including the Premises and the
Work, if any, against loss or damage by fire or other casualty (namely, the
perils against which insurance is afforded by a standard fire insurance policy);
provided, however, that Landlord will not be responsible for, and will not be
obligated to insure against, any loss of or damage to any personal property or
trade fixtures of Tenant or any alterations which Tenant may make to the
Premises or any loss suffered by Tenant due to business
interruption.  All insurance maintained by Landlord pursuant to this
Article may be effected by blanket insurance policies.

       

      
        	
                23.

              	
                INDEMNITY:

              


      

       

      Tenant
will defend, indemnify and hold Landlord and its agents harmless from and
against any and all claims, actions or proceedings, costs, expenses and
liabilities, including attorneys fees and disbursements incurred in connection
with each such claim, action or proceeding, whether in contract or tort, arising
from Tenant’s use and occupancy of the Premises, including Tenant’s negligent
acts or omissions at the Real Property.  In case any action or
proceeding be brought against Landlord by reason of any such claim, Tenant, upon
notice from Landlord, will, at Tenant’s expense, resist and defend such action
or proceeding with counsel acceptable to Landlord.

      


      Landlord
shall indemnify and save harmless Tenant and Tenant’s shareholders, officers,
directors, employees, agents and contractors (collectively, the “Tenant Indemnitees”) from and
against any and all claims of whatever nature against Tenant and/or the Tenant
Indemnitees arising directly from (1) any accident, injury or damage occurring
within the Real Property or the Building but outside of the Premises where such
accident, injury or damage results from the negligence or willful misconduct of
Landlord, its agents, or employees or (2) any default by Landlord in the
performance of Landlord’s obligations under this Lease.

      


      
        	
                24.

              	
                BROKER:

              


      

       

      The
parties represent and warrant to one another that no broker brought about this
transaction, except Tenant’s Broker.  Tenant’s Broker’s commission
will be paid by Landlord pursuant to separate agreement.  The parties
agree to indemnify and hold one another harmless from any and all claims of any
broker(s) (other than Tenant’s Broker) arising out of or in connection with the
negotiations of or entering into of this Lease by Tenant and
Landlord.

      


      
        	
                25.

              	
                PERSONAL
      LIABILITY:

              


      

       

      There
will be no personal liability on the part of Landlord, its constituent members
(including officers, directors, partners, members and trustees) and their
respective successors and assigns or any mortgagee in possession, with respect
to any of the terms, covenants and conditions of this Lease, and Tenant will
look solely to the equity of Landlord in the Building and the profits therefrom
for the satisfaction of each and every remedy of Tenant in the event of any
breach by Landlord of any of the terms of this Lease to be performed by
Landlord, such exculpation of liability to be absolute and without any
exceptions whatsoever.

      


      
        	
                26.

              	
                NOTICES:

              


      

       

      Any
notice by either party to the other shall be in writing and shall be deemed to
have been duly given only if (i) delivered personally or (ii) sent by registered
mail or certified mail return receipt requested in a postage paid envelope or
(iii) sent by nationally recognized overnight delivery service, if to Tenant, at
the Building; if to Landlord, at Landlord’s address as set forth above to the
attention of President and Chief Executive Officer, with a copy to the attention
of the Executive Vice President and General Counsel; or, to either at such other
address as Tenant or Landlord, respectively, may designate in
writing.  Notice shall be deemed to have been duly given, if delivered
personally, on delivery thereof, if mailed, upon the seventh (7th) day after the
mailing thereof or if sent by overnight delivery service, the next business
day.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


      
        	
                27.

              	
                AUTHORITY:

              


      

       

      The
signatories on behalf of Tenant represent and warrant that they are authorized
to execute this Lease, and if Tenant is a corporation or other Entity, Tenant
will, within fifteen (15) days of Landlord’s request, provide Landlord with a
resolution confirming the authorization.  Tenant represents and
warrants to Landlord (i) that neither Tenant nor any person or entity that
directly owns a ten percent (10%) or greater equity interest in Tenant nor any
of its officers, directors or managing members (collectively, “Tenant and Others in
Interest”) is a person or entity with whom U.S. persons or entities are
restricted from doing business under regulations of the Office of Foreign Asset
Control (“OFAC”) of the
Department of the Treasury (including those named on OFAC’s Specially Designated
and Blocked Persons List) or under any statute, executive order (including
Executive Order 13224 signed on September 24, 2001 (the “Executive Order”) and entitled
“Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism”), or other governmental action, (ii)
that Tenant and Others in Interest’s activities do not violate the International
Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the
regulations or orders promulgated thereunder (as amended from time to time, the
“Money Laundering Act”),
and (iii) that throughout the Term Tenant will comply with the Executive Order
and the Money Laundering Act.

      


      
        	
                28.

              	
                PARKING
      SPACES:

              


      

       

      Tenant’s
occupancy of the Premises will include the use of the parking spaces set forth
in the Basic Lease Provisions.  Assigned parking spaces with be marked
with signs bearing Tenant’s name.  Tenant will, upon request, promptly
furnish to Landlord the license numbers of the cars operated by Tenant and its
subtenants, invitees, concessionaires, licensees and their respective officers,
agents and employees.  If any vehicle of Tenant, or of any subtenant,
invitee, licensee, concessionaire, or their respective officers, agents or
employees, is parked in any part of the Real Property other than those portions
of the parking area(s) designated for this purpose by Landlord, or if Tenant
shall exceed the number of parking spaces allocated to Tenant in the Basic Lease
Provisions, then, in addition to Landlord’s rights and remedies provided in this
Lease, Tenant will pay to Landlord $100.00 per day.

      


      
        	
                29.

              	
                RELOCATION:

              


      

       

      Landlord,
at its expense, one time after the first twelve (12) full calendar months of the
Term, may relocate Tenant from the Premises to space of reasonably comparable
size, utility and improvements, proximity to elevators and window lines (“Relocation Space”) within the
Building or business park of which the Building is a part upon ninety (90) days
prior notice to Tenant.  Relocation Space shall have the same number
of offices with equivalent size for windowed and non-windowed offices,
comparable sized conference room with projection screen, kitchenette, IT room,
reception area, and pantry consistent with SK-4.  From and after the
date of the relocation, the Fixed Basic Rent and Tenant’s Percentage will be
adjusted based upon the gross rentable area of the Relocation Space; but in no
event will the Fixed Basic Rent or Tenant’s Percentage increase as a result of
such relocation.  Landlord will pay Tenant the actual, reasonable out
of pocket moving costs incurred by Tenant in connection with such relocation,
including stationary, business cards, and IT and phone
wiring.  Landlord will have no liability for any interference with
Tenant’s business resulting from such relocation; provided, however, that
Landlord shall cooperate with Tenant to cause the least interruption to Tenant’s
business as is reasonably possible by reason of such
relocation.  Landlord shall use reasonable efforts to relocate Tenant
to a building with comparable amenities (i.e., cafeteria).

      



      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                30.

              	
                MISCELLANEOUS:

              


      

       

      a)           If
any of the provisions of this Lease, or the application of such provisions, will
be invalid or unenforceable, the remainder of this Lease will not be affected,
and this Lease will be valid and enforceable to the fullest extent permitted by
law.

      


      b)           The
submission of this Lease for examination does not constitute a reservation of,
or option for, the Premises, and this Lease is submitted to Tenant for signature
with the understanding that it will not bind Landlord unless and until it has
been executed by Landlord and delivered to Tenant or Tenant’s attorney or agent
and until the holder of any mortgage will have approved this Lease if such
approval is required under the terms of such mortgage.

      


      c)           No
representations or promises will be binding on the parties to this Lease except
those representations and promises expressly contained in the
Lease.

      


      d)           The
article headings in this Lease are intended for convenience only and will not be
taken into consideration in any construction or interpretation of this Lease or
any of its provisions.

      


      e)           Force
Majeure means and includes those situations beyond either party’s reasonable
control, including acts of God; strikes; inclement weather; or, where
applicable, the passage of time while waiting for an adjustment of insurance
proceeds.  Any time limits required to be met by either party
hereunder, whether specifically made subject to Force Majeure or not, except
those related to the surrender of the Premises by the end of the Term or payment
of Fixed Basic Rent or Additional Rent, will, unless specifically stated to the
contrary elsewhere in this Lease, be automatically extended by the number of
days by which any required performance is delayed due to Force
Majeure.

      


      f)           No
payment by Tenant or receipt by Landlord of a lesser amount than the Fixed Basic
Rent and Additional Rent payable hereunder will be deemed to be other than a
payment on account of the earliest stipulated Fixed Basic Rent and Additional
Rent, nor will any endorsement or statement on any check or any letter
accompanying any check or payment of Fixed Basic Rent or Additional 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 Fixed Basic
Rent and Additional Rent or to pursue any other remedy provided herein or by
law.  All obligations of Tenant under this Lease that arise or accrue
during the Term shall survive the expiration or earlier termination of this
Lease.

       

      g)           No
failure by either party to insist upon the strict performance of any covenant,
agreement, term or condition of this Lease, or to exercise any right or remedy
upon a breach of any such covenant, agreement, term or condition, and no
acceptance by Landlord of full or partial rent during the continuance of any
such breach by Tenant, will constitute a waiver of any such breach or of such
covenant, agreement, term or condition.  No consent or waiver, express
or implied, by either party to or of any breach of any covenant, condition or
duty of the other party will be construed as a consent or waiver to or of any
other breach of the same or any other covenant, condition or duty, unless such
consent or waiver is in writing and signed by the party granting such consent or
waiver.

       

      h)           Landlord
covenants that if, and so long as, Tenant pays Fixed Basic Rent and any
Additional Rent as required under this Lease, and performs Tenant’s other
covenants under the Lease, Landlord will do nothing to affect Tenant’s right to
peaceably and quietly have, hold and enjoy the Premises for the Term, subject to
the provisions of this Lease.

       

      i)           The
provisions of this Lease will apply to, bind and inure to the benefit of
Landlord and its respective heirs, successors, legal representatives and
assigns.  The term “Landlord” as used in this Lease means only the
owner or a master lessee of the Building, so that in the event of any sale of
the Building or of any master lease thereof, the Landlord named herein will be
and hereby is entirely freed and relieved of all covenants and obligations of
Landlord under this Lease accruing after such sale, and it will be deemed
without further agreement that the purchaser or the new master lessee of the
Building has assumed and agreed to carry out any and all covenants and
obligations of Landlord accruing under this Lease after such sale.

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      j)           Landlord
reserves the right unilaterally to alter Tenant’s ingress and egress to the
Building or make any change in operating conditions to restrict pedestrian,
vehicular or delivery ingress and egress to a particular location, or at any
time close temporarily any Common Facilities to make repairs or changes therein
or to effect construction, repairs or changes within the Building, or to
discourage non-tenant parking, and may do such other acts in and to the Common
Facilities as in Landlord’s sole judgment may be desirable to improve their
convenience.  Landlord shall use reasonable efforts to minimize
interference with Tenant’s access to the Premises.  Tenant shall have
access to the Premises 24 hours per day, 7 days per week, except in the case of
an emergency.

       

      k)           To
the extent such waiver is permitted by law, the parties waive trial by jury in
any action or proceeding brought in connection with this Lease or the
Premises.  This Lease will be governed by the laws of the State
(without the application of any conflict of laws principles), and any action or
proceeding in connection with this Lease shall be decided in the courts of the
State.

       

      l)           Tenant
agrees not to disclose the terms, covenants, conditions or other facts with
respect to this Lease, including the Fixed Basic Rent and Additional Rent, to
any person, corporation, partnership, association, newspaper, periodical or
other entity, except to Tenant’s accountants or attorneys (who shall also be
required to keep the terms of this Lease confidential) or as required by
law.  This non-disclosure and confidentiality agreement will be
binding upon Tenant without limitation as to time, and a breach of this
paragraph will constitute a material breach under this Lease.

       

      m)           Any
State statutory provisions dealing with termination rights due to casualty,
condemnation, delivery of possession or any other matter dealt with by this
Lease are superseded by the terms of this Lease.

       

      n)           Whenever
it is provided that Landlord will not unreasonably withhold, condition or delay
consent or approval or will exercise its judgment reasonably (such consent or
approval and such exercise of judgment being collectively referred to as “consent”), if Landlord delays,
conditions or refuses such consent, Tenant waives any claim for money damages
(including any claim for money damages by way of setoff, counterclaim or
defense) based upon any claim or assertion that Landlord unreasonably withheld,
conditioned or delayed consent.  Tenant’s sole remedy will be specific
performance.  Failure on the part of Tenant to seek relief within 30
days after the date upon which Landlord has withheld, conditioned or delayed its
consent will be deemed a waiver of any right to dispute the reasonableness of
such withholding, conditioning or delaying of consent.

       

      o)           Notwithstanding
anything to the contrary contained in this Lease, in no event will Landlord or
Tenant be liable to the other for the payment of consequential, punitive or
speculative damages, except as provided in Article 19 hereof.

       

      p)           Tenant,
at Tenant’s sole cost, will have the right to place its name on any door leading
into the Premises, the size, color and style thereof to be subject to the
Landlord’s reasonable approval.  At no cost to Tenant, within thirty
(30) days of the Commencement Date, Landlord shall place Tenant’s name on the
Building directory and on the second (2nd) floor directory.

       

      
        	
                31.

              	
                TERMINATION
      OPTION:

              


      

       

      Notwithstanding
anything to the contrary contained herein, Tenant shall have a one-time option
to surrender the Premises (“Termination Option”) in
accordance with the following terms and conditions:

      


      a.           If
Tenant desires to exercise the Termination Option, Tenant shall give Landlord
irrevocable written notice (“Termination Notice”) of
Tenant’s exercise of this Termination Option, which shall be delivered by
certified mail which Termination Notice must be received by Landlord no later
than nine (9) months prior to the Termination Date.  TIME IS OF THE ESSENCE with
respect to Landlord’s receipt of the Termination Notice and all other deadlines
in this Article.

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      b.           If
Tenant gives the Termination Notice and complies with all the provisions in this
Article, the Lease as it applies to the Premises only shall terminate at 11:59
p.m. on the last day of the month in which the day prior to the third year
anniversary of the Rent Commencement Date occurs (the “Termination
Date”).

       

      c.           In
consideration for Tenant’s termination of this Lease, Tenant shall pay Landlord
the then unamortized costs and expenses incurred by Landlord in connection with
this Lease including but not limited to the cost of the Work, brokerage
commissions and rent concessions as same shall be amortized (together an
interest factor of 8% per annum) over the Term (“Termination
Fee”).  Such Termination Fee shall be paid simultaneously with
the Termination Notice sent by Tenant to Landlord.  In no event shall
the Termination Fee be more than $53,640.93.

       

      d.           Tenant’s
obligations to pay Fixed Basic Rent, Additional Rent, and any other costs or
charges under this Lease, and to perform all other Lease obligations for the
period up to and including the Termination Date, shall survive the termination
of this Lease.

       

      e.           Notwithstanding
the foregoing, if at any time during the period on or after the date on which
Tenant shall exercise its Termination Option, up to and including the
Termination Date, Tenant shall be in default of this Lease beyond any applicable
cure period, then Landlord may elect, but is not obligated, to cancel and
declare null and void Tenant’s exercise of the Termination Option and this Lease
shall continue in full force and effect for the full Term hereof unaffected by
Tenant’s exercise of the Termination Option.  If Landlord does not
cancel Tenant’s exercise of the Termination Option after Tenant’s default,
Tenant shall cure any default within the period of time specified in this Lease
and this obligation shall survive the Termination Date.

       

      f.           In
the event Tenant exercises the Termination Option, Tenant covenants and agrees
to surrender full and complete possession of the Premises to Landlord on or
before the Termination Date vacant, broom-clean, in good order and condition,
reasonable wear and tear and damage from insured casualty excepted, and, in
accordance with the provisions of this Lease, and thereafter the Premises shall
be free and clear of all leases, tenancies, and rights of occupancy of any
entity claiming by or through Tenant.

       

      g.           If
Tenant shall fail to deliver possession of the Premises on or before the
Termination Date in accordance with the terms hereof, Tenant shall be deemed to
be a holdover Tenant from and after the Termination Date, and in such event all
covenants and terms of Article 19 shall apply and shall also be liable to
Landlord for all costs and expenses incurred by Landlord in securing possession
of the Premises.  Landlord may accept any such sums from Tenant
without prejudice to Landlord’s right to evict Tenant from the Premises by any
lawful means.

       

      h.           If
Tenant properly and timely exercises the Termination Option and properly and
timely satisfies all other monetary and non-monetary obligations under this
Lease, the Lease as it applies to the Premises shall cease and expire on the
Termination Date with the same force and effect as if said Termination Date were
the date originally provided in this Lease as the Expiration Date of the Term
hereof.

       

      i.           If
this Lease has been assigned or all or a portion of the Premises has been
sublet, this Termination Option shall be deemed null and void and neither Tenant
nor any assignee or subTenant shall have the right to exercise such option
during the term of such assignment or sublease.

       

      
        	
                32.

              	
                OPTION
      TO RENEW:

              


      

       

      (a)           If
the term of this Lease shall then be in full force and effect and Tenant is not
in default under any applicable cure period, Tenant shall have the option to
extend the term of this Lease for a period of five (5) years (the “Renewal Term”) commencing on
the day immediately following the Expiration Date, provided however that Tenant
shall give Landlord notice of its election to extend the term no later than
twelve (12) months prior to the Expiration Date of the Term.  TIME
BEING OF THE ESSENCE in connection with the exercise of Tenant’s option
pursuant to this Article.

       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (b)           Such
extension of the term of this Lease shall be upon the same covenants and
conditions, as herein set forth except for the Fixed Basic Rent (which shall be
determined in the manner set forth below), and except that Tenant shall have no
further right to extend the term of this Lease after the exercise of the single
option described in paragraph (a) of this Section.  If Tenant shall
duly give notice of its election to extend the term of this Lease, the Renewal
Term shall be added to and become a part of the Term of this Lease (but shall
not be considered a part of the initial Term), and any reference in this Lease
to the “Term of this Lease”, the “Term hereof”, or any similar expression shall
be deemed to include such Renewal Term, and, in addition, the term “Expiration
Date” shall thereafter mean the last day of such Renewal
Term.  Landlord shall have no obligation to perform any alteration or
preparatory or other work in and to the Premises or provide a tenant improvement
allowance and Tenant shall continue possession thereof in its “as is”
condition.

       

      (c)           If
Tenant exercises its option for the Renewal Term, the Fixed Basic Rent during
the Renewal Term shall be the fair market rent for the Premises, as hereinafter
defined.

       

      (d)           Landlord
and Tenant shall use their best efforts, within sixty (60) days after the later
of:  (i) the date Landlord receives Tenant’s notice of its election to
extend the Term of this Lease for the Renewal Term; or (ii) the date that is
twelve (12) months prior to the Expiration Date (“Negotiation Period”), to agree
upon the Fixed Basic Rent to be paid by Tenant during the Renewal
Term.  If Landlord and Tenant shall agree upon the Fixed Basic Rent
for the Renewal Term, the parties shall promptly execute an amendment to this
Lease stating the Fixed Basic Rent for the Renewal Term.

       

      (e)           If
the parties are unable to agree on the Fixed Basic Rent for the Renewal Term
during the Negotiation Period, then within fifteen (15) days after notice from
the other party, given after expiration of the Negotiation Period, each party,
at its cost and upon notice to the other party, shall appoint a person to act as
an appraiser hereunder, to determine the fair market rent for the Premises for
the Renewal Term.  Each such person shall be a real estate broker or
appraiser with at least ten years’ active commercial real estate appraisal or
brokerage experience (involving the leasing of office space as agent for both
landlords and Tenants) in the County of Morris.  If a party does not
appoint a person to act as an appraiser within said fifteen (15) day period, the
person appointed by the other party shall be the sole appraiser and shall
determine the aforesaid fair market rent.  Each notice containing the
name of a person to act as appraiser shall contain also the person’s
address.  Before proceeding to establish the fair market rent, the
appraisers shall subscribe and swear to an oath fairly and impartially to
determine such rent.

       

      If the
two appraisers are appointed by the parties as stated in the immediately
preceding paragraph, they shall meet promptly and attempt to determine the fair
market rent.  If they are unable to agree within forty-five (45) days
after the appointment of the second appraiser, they shall attempt to select a
third person meeting the qualifications stated in the immediately preceding
paragraph within fifteen (15) days after the last day the two appraisers are
given to determine the fair market rent.  If they are unable to agree
on the third person to act as appraiser within said fifteen (15) day period, the
third person shall be appointed by the American Arbitration Association (the
“Association”), upon the
application of Landlord or Tenant to the office of the Association nearest the
Building.  The person appointed to act as appraiser by the Association
shall be required to meet the qualifications stated in the immediately preceding
paragraph.  Each of the parties shall bear fifty percent (50%) of the
cost of appointing the third person and of paying the third person’s
fees.  The third person, however selected, shall be required to take
an oath similar to that described above.

       

      The three
appraisers shall meet and determine the fair market rent.  A decision
in which two of the three appraisers concur shall be binding and conclusive upon
the parties.  In deciding the dispute, the appraisers shall act in
accordance with the rules then in force of the Association, subject however, to
such limitations as may be placed on them by the provisions of this
Lease.

       

      Notwithstanding
the foregoing, in no event shall the Fixed Basic Rent during the Renewal Term be
less than the Fixed Basic Rent during the last year of the Term of this Lease
immediately preceding the Renewal Term.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      


      (f)           After
the fair market rent for the Renewal Term has been determined by the appraiser
or appraisers and the appraiser or appraisers shall have notified the parties,
at the request of either party, both parties shall execute and deliver to each
other an amendment of this Lease stating the Fixed Basic Rent for the Renewal
Term.

       

      (g)           If
the Fixed Basic Rent for the Renewal Term has not been agreed to or established
prior to the commencement of the Renewal Term, then Tenant shall pay to Landlord
an annual rent (“Temporary
Rent”) which Temporary Rent shall be equal to one hundred ten percent
(110%) of the Fixed Basic Rent payable by Tenant for the last year of the Term
immediately preceding the Renewal Term.  Thereafter, if the parties
shall agree upon a Fixed Basic Rent, or the Fixed Basic Rent shall be
established upon the determination of the fair market rent by the appraiser or
appraisers, at a rate at variance with the Temporary Rent (i) if such Fixed
Basic Rent is greater than the Temporary Rent, Tenant shall promptly pay to
Landlord the difference between the Fixed Basic Rent determined by agreement or
the appraisal process and the Temporary Rent, or (ii) if such Fixed Basic Rent
is less than the Temporary Rent, Landlord shall credit to Tenant’s subsequent
monthly installments of Fixed Basic Rent the difference between the Temporary
Rent and the Fixed Basic Rent determined by agreement or the appraisal
process.

       

      (h)           In
describing the fair market rent during the Renewal Term, the appraiser or
appraisers shall be required to take into account the rentals at which leases
are then being concluded (as of the last day of the Term) (for five (5) year
leases without renewal options with the Landlord and Tenant each acting
prudently, with knowledge and for self-interest, and assuming that neither is
under undue duress) for comparable space in the Building and in comparable
office buildings in the County of Morris.

       

      (i)           The
option granted to Tenant under this Article 32 may be exercised only by Tenant,
its affiliates, permitted successors and assigns, and not by any subtenant or
any successor to the interest of Tenant by reason of any action under the
Bankruptcy Code, or by any public officer, custodian, receiver, United States
Trustee, trustee or liquidator of Tenant or substantially all of Tenant’s
property.  Tenant shall have no right to exercise this option
subsequent to the date Landlord shall have the right to give the notice of
termination referred to in Article 10 of the Lease unless Tenant cures the
default within the applicable grace period.  Notwithstanding the
foregoing, Tenant shall have no right to extend the term if, at the time it
gives notice of its election (i) Tenant shall not be in occupancy of
substantially all of the Premises or (ii) more than twenty-five percent (25%) of
the Premises shall be the subject of a sublease.  If Tenant shall have
elected to extend the term, such election shall be (at Landlord’s sole option)
deemed withdrawn if, at any time after the giving of notice of such election and
prior to the commencement of the Renewal Term, Tenant shall sublease more than
twenty-five percent (25%) of the Premises or assign Tenant’s interest in this
Lease.

       


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      EACH PARTY AGREES that it will not
raise or assert as a defense to any obligation under this Lease, or make any
claim that this Lease is invalid or unenforceable, due to any failure of this
document to comply with ministerial requirements, including requirements for
corporate seals, attestations, witnesses, notarizations or other similar
requirements, and each party hereby waives the right to assert any such defense
or make any claim of invalidity or unenforceability due to any of the
foregoing.

      


      THE PARTIES to this Lease have executed
and delivered this Lease as of the date set forth above.

      


      LANDLORD:                                                                                     TENANT:

      


      MAPLE 4
CAMPUS
L.L.C.                                                              ARNO
THERAPEUTICS, INC.

      


      By:          Mack-Cali
Realty, L.P., member

      


      By:          Mack-Cali
Realty Corporation, its

      General partner

      


      


      By:          /s/  Michael A.
Grossman                                                
By:         /s/  Roger
Berlin                                

      Name:  Michael A.
Grossman                                                         
Name:  Roger Berlin, M.D.

      Title:  Executive Vice
President                                                      
Title:  Chief Executive Officer


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      RULES
AND REGULATIONS

      


      
        	
                1.

              	
                OBSTRUCTION
      OF PASSAGEWAYS:  Tenant will not:  (i) obstruct
      the sidewalks, entrance(s), passages, courts, elevators, vestibules,
      stairways, corridors and other public parts of the Building, or (ii)
      interfere with the ability of Landlord and other tenants to use and enjoy
      any of these areas, and (iii) use them for any purpose other than ingress
      and egress.

              


      

       

      
        	
                2.

              	
                WINDOWS:  Tenant
      will not cover or obstruct windows in the Premises.  No bottles,
      parcels or other articles will be placed on the windowsills, in the halls,
      or in any other part of the Building other than the
      Premises.  No article will be thrown out of the doors or windows
      of the Premises.

              


      

       

      
        	
                3.

              	
                PROJECTIONS
      FROM BUILDING:  No awnings, air-conditioning units or
      other fixtures will be attached to the outside walls or the window sills
      of the Building or otherwise affixed so as to project from the Building,
      without the prior written consent of
Landlord.

              


      

       

      
        	
                4.

              	
                SIGNS:  Tenant
      will not affix any sign or lettering to any part of the outside of the
      Premises, or any part of the inside of the Premises so as to be visible
      from the outside of the Premises, without the prior written consent of
      Landlord.  However, Tenant will have the right to place its name
      on any door leading into the Premises, the size, color and style thereof
      to be subject to the Landlord’s approval.  Tenant’s name will be
      placed on the Building directory and the second (2nd) floor
      directory.  Tenant will not have the right to have additional
      names placed on the Building directory without Landlord’s prior written
      consent.

              


      

       

      
        	
                5.

              	
                FLOOR
      COVERING:  Tenant will not lay linoleum or other similar
      floor covering so that the same will come in direct contact with the floor
      of the Premises.  If linoleum or other similar floor covering is
      desired to be used, an interlining of builder’s deadening felt will first
      be fixed to the floor by a paste or other material that may easily be
      removed with water.  The use of cement or other similar adhesive
      material for this purpose is expressly
  prohibited.

              


      

       

      
        	
                6.

              	
                INTERFERENCE
      WITH OCCUPANTS OF BUILDING:  Tenant will not make, or
      permit to be made, any unseemly or disturbing noises or odors and will not
      interfere with other tenants or those having business with
      them.  Tenant will keep all mechanical apparatus in the Premises
      free of vibration and noise which may be transmitted beyond the limits of
      the Premises.

              


      

       

      
        	
                7.

              	
                LOCK
      KEYS:  Tenant shall be permitted to install additional
      locks or bolts on the Premises, provided that any additional locks or
      bolts meet applicable building codes and are connected to the Building
      master system, and Tenant provides copies of keys for any such locks or
      bolts to Landlord.  Tenant will, on the expiration or earlier
      termination of Tenant’s tenancy, deliver to Landlord all keys to any space
      within the Building either furnished to or otherwise procured by Tenant,
      and in the event of the loss of any keys furnished, Tenant will pay to
      Landlord the cost thereof.  Tenant, before closing and leaving
      the Premises, will ensure that all windows are closed and entrance doors
      locked.  Nothing in this Paragraph 7 will be deemed to prohibit
      Tenant from installing a security system within the Premises,
      provided:  (1) Tenant obtains Landlord’s consent which will not
      be unreasonably withheld or delayed; (2) Tenant supplies Landlord with
      copies of the plans and specifications of the system; (3) such
      installation will not damage the Building or any Common Facilities; (4)
      all costs of installation and removal (if required by Landlord) will be
      borne solely by Tenant; and (5) Landlord is afforded the security code or
      other means of access to the Premises for purposes permitted under the
      Lease.

              


      

       

      
        	
                8.

              	
                CONTRACTORS:  Tenant
      will not enter into any contract of any kind with any supplier of towels,
      water, toilet articles, waxing, rug shampooing, venetian blind washing,
      furniture polishing, lamp servicing, cleaning of electrical fixtures,
      removal of waste paper, rubbish or garbage, or other like service, nor
      will Tenant install or cause to be installed any machine of any kind
      (other than customary office equipment) in the Premises, other portions of
      the Building or the Real Property without the prior written consent of the
      Landlord.  Tenant will not employ any persons other than
      Landlord’s janitors for the purpose of cleaning the Premises without the
      prior written consent of Landlord.  Landlord will not be
      responsible to Tenant for any loss of property from the Premises, however
      occurring, or for any damage to the effects of Tenant by such janitors or
      any of its employees, or by any other person or any other
      cause.

              


      

       


      
        
           


        

        
          Exhibit B
-- Page 1 of 3

          
            

          

        

        
           


        

      


      
        	
                9.

              	
                PROHIBITED
      ON PREMISES:  Tenant will not conduct, or permit any
      other person to conduct, any auction upon the Premises, nor will Tenant
      manufacture or store, or permit others to manufacture or store, goods,
      wares or merchandise upon the Premises, without the prior written approval
      of Landlord, except the storage in customary amounts of ordinary office
      supplies to be used by Tenant in the conduct of its
      business.  Tenant will not permit the Premises to be used for
      gambling.  Tenant will not permit any portion of the Premises to
      be occupied as an office for a public stenographer or typewriter, or for
      the manufacture or sale of intoxicating beverages, narcotics, tobacco in
      any form or as a barber or manicure shop or for any medical use, including
      medical testing on humans or animals.  Canvassing, soliciting
      and peddling at the Real Property are prohibited, and Tenant will
      cooperate to prevent the same.  No bicycles, vehicles or animals
      of any kind will be brought into or kept in or about the Real Property,
      except guide dogs.

              


      

       

      
        	
                10.

              	
                PLUMBING,
      ELECTRIC AND TELEPHONE WORK:  Plumbing facilities will
      not be used for any purpose other than those for which they were
      constructed; and no sweepings, rubbish, ashes, newspaper or other
      substances of any kind will be thrown into them.  Waste and
      excessive or unusual amounts of electricity or water use is
      prohibited.  When electric or communications wiring of any kind
      is introduced, it must be connected as directed by Landlord, and no
      stringing or cutting of wires will be allowed, except by prior written
      consent of Landlord, and will be done by contractors approved by
      Landlord.

              


      

       

      
        	
                11.

              	
                MOVEMENT
      OF FURNITURE, FREIGHT OR BULKY MATTER:  The carrying in
      or out of freight, furniture or bulky matter of any description must take
      place during such hours as Landlord may from time to time reasonably
      determine and only after advance notice to the manager of the
      Building.  Notwithstanding the foregoing, the parties hereby
      agree that Tenant shall be permitted to move its personal property into
      the Premises at any time on or before November 14, 2008, provided that the
      Commencement Date has occurred.  The persons employed by Tenant
      for such work must be reasonably acceptable to Landlord and provide
      liability insurance reasonably satisfactory to Landlord.  Tenant
      may, subject to these provisions, move freight, furniture, bulky matter,
      and other material into or out of the Premises on Saturdays between the
      hours of 9:00 a.m. and 1:00 p.m., provided Tenant pays additional costs,
      if any, incurred by Landlord for elevator operators or security guards,
      and for any other reasonable expenses occasioned by such activity of
      Tenant.  If, at least three (3) days prior to such activity,
      Landlord requests that Tenant deposit with Landlord a sum which Landlord
      reasonably estimates to be the amount of such additional cost, the Tenant
      will deposit such sum with Landlord as security for such
      cost.  There will not be used in the Building or Premises,
      either by Tenant or by others, any hand trucks except those equipped with
      rubber tires and side guards, and no hand trucks will be allowed in the
      elevators without the consent of the superintendent of the
      Building.

              


      

       

      
        	
                12.

              	
                SAFES
      AND OTHER HEAVY EQUIPMENT:  Landlord reserves the right
      to prescribe the weight and position of all safes and other heavy
      equipment so as to distribute their weight properly and to prevent any
      unsafe condition from arising.  Tenant will not place a load
      upon any floor of the Premises exceeding the floor load per square foot
      area which it was designed to carry or which is allowed by
      law.

              


      

       

      
        	
                13.

              	
                ADVERTISING:  Landlord
      may prohibit any advertising by Tenant which in Landlord’s reasonable
      opinion tends to impair the reputation of the Building or its desirability
      as a building for offices, and upon written notice from Landlord, Tenant
      will refrain from or discontinue such
  advertising.

              


      

       

      
        	
                14.

              	
                NON-OBSERVANCE
      OR VIOLATION OF RULES BY OTHER TENANTS:  Landlord will
      not be responsible to Tenant for non-observance or violation of any of
      these rules and regulations by any other
tenant.

              


      

       

      
        	
                15.

              	
                AFTER
      HOURS USE:  Landlord reserves the right to exclude from
      the Building during Building Hours and at all hours on Saturdays, Sundays
      and Building Holidays, all persons who do not present a pass to the
      Building signed by the Tenant.  Each Tenant will be responsible
      for all persons for whom such a pass is issued and will be liable to the
      Landlord for the acts of such
persons.

              


      

       


      
        
           


        

        
          Exhibit B
-- Page 2 of 3

          
            

          

        

        
           


        

      


      
        	
                16.

              	
                RESERVATION
      OF RIGHTS:  Landlord reserves to itself any and all
      rights not granted to Tenant hereunder, including the
      following:

              


      

       

      
        	
                 
      

              	
                a)

              	
                the
      exclusive right to the use of the name of the Building for all purposes,
      except that Tenant may use the name as its business address and for no
      other purposes;

              


      

       

      
        	
                 
      

              	
                b)

              	
                the
      right to change the name or address of the Building, without incurring any
      liability to Tenant for doing so;

              


      

       

      
        	
                 
      

              	
                c)

              	
                the
      right to install and maintain signs on the exterior of the
      Building;

              


      

       

      
        	
                 
      

              	
                d)

              	
                the
      exclusive right to use and/or allow others to use the roof of the
      Building;

              


      

       

      
        	
                 
      

              	
                e)

              	
                the
      right to limit the space on the directory of the Building to be allotted
      to Tenant; and

              


      

       

      
        	
                 
      

              	
                f)

              	
                the
      right to grant to anyone the right to conduct any particular business or
      undertaking in the Building.

              


      

       

      
        	
                17.

              	
                HEALTH
      AND SAFETY:  Tenant will be responsible for initiating,
      maintaining and supervising all health and safety precautions and/or
      programs required by Legal Requirements applicable to the Premises and/or
      Tenant’s specific use and occupancy of the
  Premises.

              


      

      


      


      -- END
--


      
        
           


        

        
          Exhibit B
-- Page 3 of 3

          
            

          

        

        
           


        

      


      10/15/08

      EXHIBIT
C

      


      LANDLORD’S
WORK

      


      Tenant
Improvements Agreement between Arno Therapeutics, Inc., as Tenant and Maple 4
Campus L.L.C., as Landlord for the construction of the Premises consisting of
5,390 RSF on the 2nd floor at 4 Campus Drive, Parsippany, NJ.

      


      DESCRIPTION OF
MATERIALS

      


      
        
          	
                  DESIGN
      COSTS - 5502

                	
                  Units

                	
                  Quantity

                
	 
      	
                  Printing
      Costs

                	
                  EA

                	
                  150

                
	 
      	 
      	 
      	 
      
	
                  GENERAL REQUIREMENTS -
      5510

                	
                  Units

                	
                  Quantity

                
	 
      	
                  Dumpsters

                	
                  EA

                	
                  1

                
	 
      	
                  Supervision

                	
                  SF

                	
                  5,390

                
	 
      	
                  Construction
      Clean up

                	
                  SF

                	
                  5,390

                
	 
      	
                  Final
      Clean up, windows, floors

                	
                  SF

                	
                  5,390

                
	 
      	 
      	 
      	 
      
	
                  MISCELLANEOUS -
      5524

                	
                  Units

                	
                  Quantity

                
	
                  *

                	
                  Exterior
      window mini levelor blinds

                	
                  EA

                	
                  5

                
	 
      	
                  Refrigerator
      with ice maker

                	
                  EA

                	
                  1

                
	
                  *

                	
                  Patch
      Finishes in corridor at new entrance

                	
                  EA

                	
                  1

                
	 
      	 
      	 
      	 
      
	
                  DEMOLITION-
      5505

                	
                  Units

                	
                  Quantity

                
	 
      	
                  Remove
      Carpet

                	
                  SF

                	
                  4500

                
	 
      	
                  Remove
      Doors, Frames, and Hardware

                	
                  EA

                	
                  3

                
	 
      	
                  Remove
      Partitions

                	
                  LF

                	
                  24

                
	 
      	
                  Remove
      Base and Wall Cabinets

                	
                  LF

                	
                  9

                
	 
      	 
      	 
      	 
      
	
                  CABINETS &
      MILLWORK - 5561

                	
                  Units

                	
                  Quantity

                
	
                  *

                	
                  Base
      cabinets with Formica top

                	
                  LF

                	
                  8

                
	
                  *

                	
                  Upper
      cabinets

                	
                  LF

                	
                  8

                
	
                  *

                	
                  Blocking
      for Upper Cabinets

                	
                  LF

                	
                  8

                
	 
      	
                  Closet
      Shelf and Rod

                	
                  LF

                	
                  5

                
	 
      	 
      	 
      	 
      
	
                  DOORS, BUCKS, HARDWARE
      - 5540

                	
                  Units

                	
                  Quantity

                
	 
      	
                  Interior
      doors 3’0” x7’0”_x1 3/4” SC stain grade

                	 
      	 
      
	
                  *

                	
                  HMB

                	
                  EA

                	
                  1

                
	
                  *

                	
                  Door
      stops

                	
                  EA

                	
                  1

                
	
                  *

                	
                  Re-install
      existing doors

                	
                  EA

                	
                  2

                
	 
      	 
      	 
      	 
      
	
                  ALUMINUM, GLASS &
      GLAZING - 5570

                	
                  Units

                	
                  Quantity

                
	
                  *

                	
                  Full
      height pair of Herculite doors

                	
                  EA

                	
                  1

                
	
                  *

                	
                  Full
      height single Herculite door

                	
                  EA

                	
                  1

                
	 
      	 
      	 
      	 
      
	
                  PARTITIONS -
      5530

                	
                  Units

                	
                  Quantity

                
	
                  *

                	
                  2
      1/2” metal studs 24” OC; 5/8” gypsum board

                	
                  LF

                	
                  50

                
	 
      	
                  to
      U/S Ceiling (w/ No SAB)

                	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  ACOUSTICAL CEILINGS -
      5542

                	
                  Units

                	
                  Quantity

                
	 
      	
                  Repair
      & replace ceiling grid and tiles as

                	 
      	 
      
	
                  *

                	
                  necessary

                	
                  SF

                	
                  1000

                
	 
      	 
      	 
      	 
      
	
                  PAINTING & VINYL
      WALL COVERING 5565

                	
                  Units

                	
                  Quantity

                


        

         

         

         

        
          
            
            

          

          
            Workletter
Agreement -- Page 1

            
              

            

          

          
            
            

          

        

        
 

        
          	
                  *

                	
                  Paint
      - 2 coats flat latex or eggshell

                	
                  SF

                	
                  9000

                
	
                  *

                	
                  Repaint
      doors

                	
                  EA

                	
                  16

                
	
                  *

                	
                  Paint
      hollow metal frames

                	
                  EA

                	
                  16

                
	 
      	
                  Prep
      existing walls for new finishes

                	
                  SF

                	
                  8100

                
	 
      	 
      	 
      	 
      
	
                  FLOORING & CARPET
      - 5564

                	
                  Units

                	
                  Quantity

                
	
                  *

                	
                  Floor
      preparation

                	
                  SF

                	
                  4500

                
	
                  *

                	
                  Vinyl
      cove base

                	
                  LF

                	
                  1000

                
	
                  *

                	
                  Vinyl
      composition tile

                	
                  SF

                	
                  300

                
	
                  *

                	
                  Carpet
      to be building standard $15.00 allowance

                	 
      	 
      
	 
      	
                  per
      yard, including a 10% waste factor

                	
                  SY

                	
                  520

                
	 
      	 
      	 
      	 
      
	 
      	
                  10/15/08

                	 
      	 
      
	
                  FIRE SUPPRESSION
      SYSTEM - 5574

                	
                  Units

                	
                  Quantity

                
	
                  *

                	
                  Minimum
      Job

                	
                  EA

                	
                  1

                
	 
      	 
      	 
      	 
      
	
                  PLUMBING -
      5532

                	
                  Units

                	
                  Quantity

                
	 
      	
                  New
      sink and trim only

                	
                  EA

                	
                  1

                
	 
      	 
      	 
      	 
      
	
                  HVAC -
      5535

                	
                  Units

                	
                  Quantity

                
	
                  *

                	
                  Bldg
      Std HVAC distribution system

                	
                  SF

                	
                  5,390

                
	
                  *

                	
                  Furnish
      and install new VAV box

                	
                  EA

                	
                  1

                
	
                  *

                	
                  Install
      wall mounted thermostat

                	
                  EA

                	
                  1

                
	 
      	 
      	 
      	 
      
	
                  ELECTRICAL -
      5533

                	
                  Units

                	
                  Quantity

                
	 
      	
                  DEMOLITION

                	 
      	 
      
	
                  *

                	
                  Electrical
      Demolition

                	
                  SF

                	
                  5,390

                
	 
      	
                  LIGHT
      FIXTURES

                	 
      	 
      
	
                  *

                	
                  Rewire
      light fixture for new switching

                	
                  EA

                	
                  8

                
	
                  *

                	
                  Relamp
      and relens 2’x4’ fixture

                	
                  EA

                	
                  30

                
	 
      	
                  SWITCHES

                	 
      	 
      
	
                  *

                	
                  Install
      single pole switch

                	
                  EA

                	
                  2

                
	
                  *

                	
                  Install
      new exit light

                	
                  EA

                	
                  1

                
	 
      	
                  Install
      new “Low” exit light

                	 
      	 
      
	
                  *

                	
                  Install
      new emergency light

                	
                  EA

                	
                  1

                
	 
      	
                  CIRCUITS
      and RECEPTACLES

                	 
      	 
      
	
                  *

                	
                  Install
      wall duplex receptacle

                	
                  EA

                	
                  4

                
	
                  *

                	
                  Install
      floor duplex receptacle

                	
                  EA

                	
                  1

                
	
                  *

                	
                  Install
      120V 20 A separate circuit

                	
                  EA

                	
                  2

                
	 
      	
                  MISCELLANEOUS

                	 
      	 
      
	
                  *

                	
                  Power
      Requirements for HVAC systems

                	
                  SF

                	
                  5,390

                
	 
      	 
      	 
      	 
      
	
                  ALARM-
      5572

                	
                  Units

                	
                  Quantity

                
	 
      	
                  Install
      new Horn/Strobe

                	
                  EA

                	
                  2

                


        



      ASSUMPTIONS AND
CLARIFICATIONS:

      *      Asterisk
(*) indicates Building Standard items.

      +      Cross (+)
indicates non-Building Standard items.

      The following work is
excluded:

      Communications
Work, Tele/Data

      Security
and Access Systems

      Office
Furniture, Equipment, and Appliances except for refrigerator

      Modular
Partitions and Work stations

      Overtime
except for work in adjacent tenant spaces or public areas of the
building

      Dishwashers
are not allowed

      Undercounter
ice makers are not allowed


      
        
           


        

        
          Workletter
Agreement -- Page 2

          
            

          

        

        
           


        

      


      Existing
window blinds to be cleaned and repaired as required

      Existing
space to be demolished as required

      Estimate
based on drawing SK-4 dated 10/15/08 prepared by Mack-Cali Realty
Corp

      Existing
cabinetry in pantry to be replaced with new.

      Pantry at
conference room does not receive cabinets or plumbing

      Existing
doors, frames and hardware to remain.  New ones are not
included

      Entrance
door to be changed to Herculite glass door with sidelite

      Conference
room doors to be a pair of Herculite glass doors to match entrance door to
space

      New
drywall partitions limited to new conference room

      Existing
ceiling tile and grid to remain and be patched as required

      Doors and
frames to be refinished to match the existing

      All wall
surfaces to be painted.  Vinyl wall covering in CEO office & VWC
replaced as necessary.

      IT closet
and pantry receive new vinyl composition tile

      All other
areas receive building standard loop pile carpet

      All areas
receive vinyl cove base

      New sink
and trim to be installed in the pantry.  Existing hot water heater and
piping to be reused

      Fire
sprinklers to be added or relocated as required by new layout

      Building
standard HVAC system to be modified as required for new tenant
layout

      New
conference room to have separate HVAC zone with wall mounted
thermostat

      No
special or supplemental HVAC systems to be installed

      Existing
light fixtures to remain and be reused

      Existing
light fixtures in private rooms to be relamped to match the fixtures in the open
office areas

      New
electrical work limited to reception area and new conference room

      Conference
room to receive floor mounted duplex wall receptacle

      Two
dedicated circuit wall receptacles are included for office
equipment

      Existing
power feeds for modular partitions to be reused.  New feeds are not
included

      Exit and
emergency lights to be added or relocated as required by code

      Fire
alarm devices to be added or relocated as required by code

      


       


      
        
           


        

        
          Workletter
Agreement -- Page 3

          
            

          

        

        
           


        

      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      WORKLETTER
AGREEMENT

       

      ARNO
THERAPEUTICS, INC. (“Tenant”) and we MAPLE 4 CAMPUS
L.L.C. (“Landlord”) are
executing a written lease (“Lease”), covering
approximately 5,390 gross rentable square feet as more particularly described in
the Lease (“Premises”).

       

      To induce
Tenant to enter into the Lease (which is hereby incorporated by reference) and
in consideration of the covenants contained in this Workletter Agreement (the
“Workletter”), Landlord
and Tenant agree as follows:

       

      
        	
                1.

              	
                Landlord,
      at its expense and without charge to Tenant, will have its architect
      prepare the following architectural and mechanical drawings and
      specifications based upon the sketch layout supplied to Landlord by
      Tenant.

              


      

       

      
        	
                 
      

              	
                a.

              	
                Architectural
      drawings and specifications for Tenant’s partition layout, reflected
      ceiling, placement of electrical outlets and other installations for the
      work to be done by Landlord.

              


      

       

      
        	
                 
      

              	
                b.

              	
                Mechanical
      plans and specifications where necessary for installation of air
      conditioning systems, ductwork and
heating.

              


      

       

      
        	
                 
      

              	
                c.

              	
                The
      plans (represented by SK-4) shall include:  a single glass
      entrance door, new paint and carpet throughout, including the removal or
      replacement of existing wallpaper as necessary, construction of a new
      conference room with glass entry doors, a reception area with coat closet
      at the entrance to the Premises, an IT closet in the copy storage room, an
      expanded executive corner office, new window blinds as necessary, a
      renovated kitchenette (the renovation to the kitchenette will include new
      upper and lower cabinetry, a new sink, new vinyl flooring and cove base,
      new paint and a new refrigerator); lighting will be updated in the
      perimeter offices to “cool white” 18-cell parabolic lighting; any damaged
      or stained ceiling tiles will be replaced to ensure a clean, professional
      uniform look; raised power strips in the bullpen will be recessed /
      covered, to accommodate future use and safe walking.  The plans
      will also include interior finish specifications (i.e., paint colors,
      carpet selection, etc.).  Landlord shall also provide interior
      decorating advice to Tenant

              


      

       

      All such
plans and specifications are expressly subject to Landlord’s written approval,
which approval will not be unreasonably withheld.

       

      
        	
                2.

              	
                Landlord
      agrees to cause the above-described plans and specifications to be
      delivered to Tenant on or before the fifteenth (15th) day after Lease
      execution.  Tenant agrees to approve the plans by initialing and
      returning them to Landlord, or to submit any objections to the plans to
      Landlord, within three (3) days of receipt of each
      plan.  Landlord and Tenant will make good faith efforts to
      resolve any objections made by Tenant within thirty (30) days after Lease
      execution.  Upon approval of the plans initialed by Tenant,
      Landlord will file the plans with the appropriate governmental
      agencies.  This Lease is expressly conditioned upon Landlord
      obtaining a building permit from the appropriate government official for
      the Work (as hereinafter defined).

              


      

       

      
        	
                3.

              	
                Landlord
      agrees, at its expense and without charge to Tenant (unless otherwise
      provided), to do the work in the Premises as shown on the approved plans
      described above and described on the “Description of Materials” schedule
      attached to this Workletter, which will be referred to as the “Work” in the following
      provisions of this Workletter.  “Building Standard” will
      mean the type and grade of material, equipment and/or device designated by
      Landlord as standard for the Building.  All items are Building
      Standard unless otherwise noted.

              


      

       

      
        	
                4.

              	
                Intentionally
      omitted.

              


      

       


      
        
           


        

        
          Exhibit C
-- Page 1 of 4

          
            

          

        

        
           


        

      


      
        	
                5.

              	
                All
      low partitioning, workstation modules, bank screen partitions and
      prefabricated partition systems will be furnished and installed by Tenant
      at its expense.

              


      

       

      
        	
                6.

              	
                The
      Premises has existing wiring for voice and data.  The
      installation or wiring of telephone and computer (data) outlets is not
      part of the Work.  Tenant will bear the responsibility to
      provide its own telephone and data systems at Tenant’s sole cost and
      expense.

              


      

       

      
        	
                7.

              	
                Changes
      in the Work, if necessary or requested by the Tenant, will be accomplished
      after the execution of the Lease and this Workletter, and without
      invalidating any part of the Lease or Workletter, by written agreement
      between Landlord and Tenant (referred to as a “Change
      Order”).  Each Change Order will be prepared by Landlord
      and signed by both Tenant and Landlord stating their agreement on all of
      the following:

              


      

       

      
        	
                 
      

              	
                a.

              	
                The
      scope of the change in the Work;
and

              


      

       

      
        	
                 
      

              	
                b.

              	
                The
      cost of the change; and

              


      

       

      
        	
                 
      

              	
                c.

              	
                The
      manner in which the cost will be paid;
and

              


      

       

      
        	
                 
      

              	
                d.

              	
                The
      estimated extent of any adjustment to the Commencement Date (if any) as a
      result of the change in the Work.

              


      

       

      Each and
every Change Order will be signed by Landlord’s and Tenant’s respective
construction representatives.  In no event will any Change Order(s) be
permitted without such authorizations.  A 7% supervision plus 7%
overhead charge will be added to the cost of any Change Order and to the cost of
any other work to be performed by Landlord in the Premises after Landlord’s
completion of the Work.  If Tenant fails to approve any such Change
Order within one (1) week, it will be deemed disapproved in all respects by
Tenant, and Landlord will not be authorized to proceed on it.  Any
increase in the cost of the Work or the change in the Work stated in a Change
Order which results from Tenant’s failure to timely approve and return said
Change Order will be paid by Tenant.  Tenant agrees to pay Landlord
the cost of any Change Order upon receipt of an invoice for the Change
Order.

       

      
        	
                8.

              	
                If
      Tenant elects to use the architect suggested by Landlord, this architect
      becomes solely the Tenant’s agent with respect to the plans,
      specifications and the Work.  If any change is made after
      completion of schematic drawings and prior to completion of final
      construction documents which result in a Change Order and additional
      costs, such costs will be the responsibility of the
      Tenant.  Landlord shall use reasonable efforts to complete such
      Punch List items within thirty (30) days of the Commencement
      Date.  If Landlord fails to use reasonable efforts to complete
      the Punch List items within thirty (30) days of the Commencement Date, the
      Tenant shall be entitled to all rights and remedies under the
      law.

              


      

       

      
        	
                9.

              	
                Prior
      to Tenant’s occupancy of all or any part of the Premises, Tenant will
      identify and list any portion of the Work which does not conform to this
      Workletter (“Punch
      List”).  The Landlord will review with the Tenant all of
      the items so listed and correct or complete any portion of the Work
      referenced in the Punch List which fails to conform to the requirements of
      this Workletter.

              


      

       

      
        	
                10.

              	
                The
      terms contained in the Lease (which includes all Exhibits to the Lease)
      constitute Landlord’s agreement with Tenant with respect to the
      Work.

              


      

       

      
        	
                11.

              	
                Except
      as set forth in the last sentence of this paragraph, all Work within the
      Premises will become the property of Landlord upon
      installation.  No refund, credit or removal of any Work will be
      permitted at the expiration or earlier termination of the
      Lease.  Items installed that are not integrated in any way with
      the Work (e.g., furniture and other trade fixtures) become the property of
      Tenant upon installation.

              


      

       

      
        	
                12.

              	
                If
      Landlord is delayed in substantially completing the Work as a result
      of:

              


      

       


      
        
           


        

        
          Exhibit C
-- Page 2 of 4

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                a.

              	
                Tenant’s
      failure to approve the plans and specifications or provide objections in
      accordance with Paragraph 2 of this
Workletter;

              


      

       

      
        	
                 
      

              	
                b.

              	
                intentionally
      omitted;

              


      

       

      
        	
                 
      

              	
                c.

              	
                Tenant’s
      request for materials, finishes or installations other than Landlord’s
      Building Standard (unless such items are included in the approved plans
      and specifications);

              


      

       

      
        	
                 
      

              	
                d.

              	
                Tenant’s
      changes in the Work;

              


      

       

      
        	
                 
      

              	
                e.

              	
                The
      performance of a person, firm, partnership or corporation employed by
      Tenant and the non-completion of work by such person, firm, partnership or
      corporation;

              


      

       

      then the
Rent Commencement Date shall occur on the later of (i) January 1, 2009; or (ii)
the date that The Work would have been substantially completed but for such
delay caused by Tenant.

       

      
        	
                13.

              	
                Landlord
      will permit Tenant and its agents to enter, as licensees only, the
      Premises prior to the Commencement Date so that Tenant may perform through
      its own contractors such other work and decorations as Tenant may desire
      at the same time Landlord’s contractors are working in the
      Premises.  The foregoing license to enter prior to the
      Commencement Date, however, is conditioned
upon:

              


      

       

      
        	
                 
      

              	
                a.

              	
                Tenant’s
      workmen and mechanics working in harmony and not interfering with the
      labor employed by Landlord, Landlord’s mechanics or contractors or by any
      other tenant or its mechanics or
contractors;

              


      

       

      
        	
                 
      

              	
                b.

              	
                Tenant
      providing Landlord with evidence of Tenant’s contractors and
      subcontractors carrying such worker’s compensation insurance as required
      by law, commercial general liability and property insurance in amounts no
      less than the amounts set forth in Article 22 a) of the
      Lease.  If at any time such entry will cause disharmony or
      interference of the nature described in subparagraph 13 a) above, this
      license may be withdrawn by Landlord upon forty-eight (48) hours written
      notice to Tenant.  Such entry will be deemed controlled by all
      of the terms, covenants, provisions and conditions of the Lease, except as
      to the covenant to pay Fixed Basic Rent.  Landlord will not be
      liable in any way for any injury, loss or damage which may occur to any of
      Tenant’s decorations or installations made prior to the Commencement Date,
      the same being solely at Tenant’s risk;
and

              


      

       

      
        	
                 
      

              	
                c.

              	
                Tenant
      will use union contractors if required by
  Landlord.

              


      

       

      
        	
                14.

              	
                No
      part of the Premises will be deemed unavailable for occupancy by Tenant,
      nor will any work which the Landlord is obligated to perform in such part
      of the Premises be deemed incomplete for the purpose of any adjustment of
      Fixed Basic Rent payable under the Lease, if minor details of
      construction, decoration or mechanical adjustments exist and the
      non-completion of such details does not materially interfere with the
      Tenant’s use of such part of the
Premises.

              


      

       

      
        	
                15.

              	
                If
      construction is to occur in a space occupied by Tenant’s employees, Tenant
      will be liable for all reasonable costs associated with a delay, if Tenant
      fails to comply with a submitted construction schedule to relocate
      personnel, furniture or equipment.  These costs will include,
      but not be limited to, the
following:

              


      

       

      
        	
                 
      

              	
                a.

              	
                cost
      of construction workers time
wasted;

              


      

       

      
        	
                 
      

              	
                b.

              	
                cost
      of any overtime work necessary to meet schedule deadlines;
    and

              


      

       

      
        	
                 
      

              	
                c.

              	
                any
      other costs associated with delays in final
  completion.

              


      

       


      
        
           


        

        
          Exhibit C
-- Page 3 of 4

          
            

          

        

        
           


        

      


      
        	
                16.

              	
                This
      Workletter is based on the materials and layouts set forth or referenced
      in the Workletter.  Any Change Orders will require a
      recalculation of construction costs and any increases in costs shall be
      Tenant’s responsibility.  Such recalculation will not negate any
      other Article of this Lease.

              


      

       

      
        	
                17.

              	
                All
      sums payable by Tenant to Landlord in connection with this Exhibit C and
      any other work to be performed by Landlord within the Premises and
      billable to Tenant will be deemed Additional
  Rent.

              


      

       

      
        	
                18.

              	
                With
      respect to the construction work being conducted in or about the Premises,
      each party agrees to be bound by the approval and actions of their
      respective construction representatives.  Unless changed by
      written notification, the parties designate the following individuals as
      their respective construction
representatives:

              


      

       

      
        
          
            
              
                
                  
                    
                      
                        	FOR
      LANDLORD:	 	 	FOR
      TENANT:	 
	 	 	 	 	 
	    	 	 	    	 
	c/o Mack-Cali Realty Corporation	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


                      

                    

                  

                

              

            

          

        

      

      
 

      

        
          
             


          

          
            Exhibit C
-- Page 4 of 4

            
              

            

          

          
             


          

        



      EXHIBIT
D

      


      CLEANING
SERVICES

      (Five
Nights Per Week)

      TENANT’S
PREMISES

       

      
        	
                1.

              	
                Vacuum
      clean all carpeted areas.

              


      

       

      
        	
                2.

              	
                Sweep
      and dust mop all non-carpeted areas.  Wet mop whenever
      necessary.

              


      

       

      
        	
                3.

              	
                All
      office furniture such as desks, chairs, files, filing cabinets, etc. will
      be dusted with a clean treated dust cloth whenever necessary and only if
      such surfaces are clear of Tenant’s personal property including but not
      limited to plants.

              


      

       

      
        	
                4.

              	
                Empty
      wastepaper baskets and remove waste to designated
  areas.

              


      

       

      
        	
                5.

              	
                All
      vertical surfaces within arms reach will be spot cleaned to remove finger
      marks and smudges.  Baseboard and window sills are to be spot
      cleaned whenever necessary.

              


      

       

      
        	
                6.

              	
                All
      cleaning of cafeterias, vending areas and kitchen facilities are
      excluded.  Tenant may make necessary arrangements for cleaning
      these areas directly with Landlord’s cleaning maintenance
      company.

              


      

       

      
        	
                7.

              	
                Cleaning
      hours will be Monday through Friday between 5:30 p.m. and 11:00
      p.m.

              


      

       

      
        	
                8.

              	
                No
      cleaning service is provided on Saturday, Sunday and Building
      Holidays.

              


      

       

      
        	
                9.

              	
                Cartons
      or refuse in excess of that which can be placed in wastebaskets will not
      be removed.  Tenant is responsible to place such unusual refuse
      in trash dumpster.

              


      

       

      
        	
                10.

              	
                Cleaning
      maintenance company will neither remove nor clean tea, office cups or
      similar containers.  If such liquids are spilled in
      wastebaskets, the wastebaskets will be emptied but not otherwise
      cleaned.  Landlord will not be responsible for any stained
      carpet caused from liquids leaking or spilling from Tenant’s
      wastebaskets.

              


      

       

      
        	
                11.

              	
                Glass
      entrance doors will be cleaned nightly.  Interior glass doors or
      glass partitions are excluded.  Tenant may make arrangements for
      cleaning interior glass doors and partitions with Landlord’s cleaning
      maintenance company.

              


      

       

      COMMON
AREAS

       

      
        	
                1.

              	
                Vacuum
      all carpeting in entrance lobbies, outdoor mats and all
      corridors.

              


      

       

      
        	
                2.

              	
                Wash
      glass doors in entrance lobby with a clean damp cloth and dry
      towel.

              


      

       

      
        	
                3.

              	
                Sweep
      and/or wet mop all resilient tile flooring.  Clean hard surface
      floors such as quarry tile, etc..

              


      

       

      
        	
                4.

              	
                Wash,
      clean and disinfect water
fountains.

              


      

       

      
        	
                5.

              	
                Clean
      all elevator cabs and stairwells.

              


      

       

      
        	
                6.

              	
                Lavatories
      -- Men and Women.

              


      

       

      
        	
                 
      

              	
                a.

              	
                Floors
      in all lavatories will be wet mopped with a germicidal detergent to ensure
      a clean and germ free surface.

              


      

       


      
        
           


        

        
          Exhibit D
-- Page 1 of 2

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                b.

              	
                Wash
      and polish all mirrors, shelves, bright work including any piping and
      toilet seats.

              


      

       

      
        	
                 
      

              	
                c.

              	
                Wash
      and disinfect wash basins and sinks using a germicidal
      detergent.

              


      

       

      
        	
                 
      

              	
                d.

              	
                Wash
      and disinfect toilet bowls and
urinals.

              


      

       

      
        	
                 
      

              	
                e.

              	
                Keep
      lavatory partitions, tiled walls, dispensers and receptacles in a clean
      condition using a germicidal detergent when
  necessary.

              


      

       

      
        	
                 
      

              	
                f.

              	
                Empty
      and sanitize sanitary disposal
receptacles.

              


      

       

      
        	
                 
      

              	
                g.

              	
                Fill
      toilet tissue holders, towel dispensers and soap
      dispensers.  Refills to be supplied by Landlord or its cleaning
      contractor.

              


      

       

      
        	
                7.

              	
                Clean
      all air ventilation grill work in
ceilings.

              


      


      
        
           


        

        
          Exhibit D
-- Page 2 of 2

          
            

          

        

        
           


        

      


      EXHIBIT
E

       

      BUILDING
HOLIDAYS

       

      BUILDING
CLOSED

       

      


       

      * NEW
YEAR’S DAY *

       

      *
MEMORIAL DAY *

       

      *
INDEPENDENCE DAY *

       

      * LABOR
DAY *

       

      *
THANKSGIVING DAY *

       

      *
CHRISTMAS DAY *

       

      -- END
--

       



      
        
           


        

        
          Exhibit E -- Page 1 of 1

          
            

          

        

        
           


        

      


      EXHIBIT
F

       

      COMMENCEMENT
DATE AGREEMENT

       

      1.0          PARTIES

       

      THIS
AGREEMENT made the _____ day of __________, 200_ is by and between
______________ (“Landlord”) whose address is c/o Mack-Cali Realty Corporation,
343 Thornall Street, P.O. Box 7817, Edison, New Jersey 08818-7817 and
____________________ (“Tenant”) whose address is
____________________________________.

       

      2.0          STATEMENT OF
FACTS

       

      
        	
                 
      

              	
                2.1

              	
                Landlord
      and Tenant entered into a Lease dated __________, 200 _ (referred to as
      the “Lease” in
      this Agreement) setting forth the terms of occupancy by Tenant of
      approximately 5,390 gross rentable square feet on the second (2nd) floor
      (referred to as the “Premises” in this
      Agreement) at 4 Campus Drive, Parsippany, New Jersey (referred to as
      “Building” in this
      Agreement); and

              


      

       

      
        	
                 
      

              	
                2.2

              	
                The
      Commencement Date of the Term of the Lease has been determined in
      accordance with the provisions of Article 20 of the
  Lease.

              


      

       

      3.0          STATEMENT OF
TERMS

       

      The
parties conclusively agree that they have received good and valuable
consideration for making the following agreements:

       

      
        	
                 
      

              	
                3.1

              	
                The
      Commencement Date of the Term of the Lease is __________, 200 _ and the
      Expiration Date of the Term is December 31, 2013, and Articles 4 of the
      Basic Lease Provisions is modified
accordingly.

              


      

       

      
        	
                 
      

              	
                3.2

              	
                Tenant
      represents and warrants to Landlord that (i) there exists no default under
      the Lease either by Tenant or Landlord; and (ii) there exists no offset,
      defense or counterclaim to Tenant’s obligations under the
      Lease.  Landlord represents and warrants to Tenant that (i)
      there exists no default under the Lease either by Tenant or Landlord; and
      (ii) there exists no offset, defense or counterclaim to Landlord’s
      obligations under the Lease.

              


      

       

      
        	
                 
      

              	
                3.3

              	
                This
      Agreement is executed by the parties hereto for the purpose of providing a
      record of the Commencement and Expiration Dates of the
    Lease.

              


      

       

      EXCEPT as
modified in this Agreement, the Lease will remain in full force and effect as if
the same were set forth in full in this Agreement, and Landlord and Tenant
ratify and confirm all the terms and conditions of the Lease as modified by this
Agreement.

       

      THIS
AGREEMENT will be binding upon and inure to the benefit of the parties hereto
and their respective legal representatives, successors and permitted
assigns.

       

      EACH
PARTY AGREES that it will not raise or assert as a defense to any obligation
under the Lease or this Agreement or make any claim that the Lease or this
Agreement is invalid or unenforceable due to any failure of this document to
comply with ministerial requirements including, but not limited to, requirements
for corporate seals, attestations, witnesses, notarizations or other similar
requirements, and each party waives the right to assert any such defense or make
any claim of invalidity or unenforceability due to any of the failures described
above.

       

      Landlord
and Tenant have executed this Agreement as of the date and year first above
written and represent and warrant to each other that the individual signing this
Agreement on its behalf possesses the requisite authority to sign this
Agreement.

       


      
        
           


        

        
          Exhibit F
-- Page 1 of 2

          
            

          

        

        
           


        

      


      LANDLORD:                                                                           TENANT:

      


      MAPLE 4
CAMPUS
L.L.C.                                                    ARNO
THERAPEUTICS, INC.

      


      
        
          	 	 	 	 	 
	
                  By:
      

                	 	 	
                        
                    By:
      

                  

                	 
	
                  Name

                	 	 	
                  Name 

                	 
	
                  Title 

                	 	 	
                  Title

                	 


        

      

       

       


      
        
           


        

        
          Exhibit F
-- Page 2 of 2

          
            

          

        

        
           


        

      


      EXHIBIT
G

       

      TAX
AND OPERATING COST RIDER

       

      Tenant
will pay in addition to the Fixed Basic Rent provided in this Lease, Additional
Rent to cover Tenant’s Percentage of the increased cost to Landlord, for each of
the categories enumerated in this Exhibit, over the “Base Period Costs” for these
categories.

       

      
        	
                a.

              	
                Operating Cost
      Escalation -- If the Operating Costs incurred for the Real Property
      for any Lease Year or Partial Lease Year during the Term will be greater
      than the Base Operating Costs (reduced proportionately to correspond to
      the duration of periods less than a Lease Year), then Tenant will pay to
      Landlord, as Additional Rent, Tenant’s Percentage of all such excess
      Operating Costs.  Operating Costs will include Landlord’s costs
      of maintaining, repairing and operating the Building and the Real Property
      including, but not limited to:  personal property taxes;
      management fees (but not in excess of management fees charged by
      comparable owners of comparable buildings in Morris County, New Jersey);
      labor, including all wages and salaries; social security and other taxes
      which may be levied against Landlord upon such wages and salaries;
      supplies; repairs and maintenance; maintenance and service contracts;
      painting; wall and window washing; tools and equipment (which are not
      required to be capitalized for federal income tax purposes); trash
      removal; lawn care; snow removal and all other items properly constituting
      direct operating costs according to standard accounting practices
      (collectively referred to as the “Operating Costs” in this
      Lease); but not including depreciation of Building or equipment; interest;
      income or excess profits taxes; costs of maintaining the Landlord’s
      corporate existence; franchise taxes; any expenditures required to be
      capitalized for federal income tax purposes, unless said expenditures are
      for the purpose of reducing Operating Costs at the Real Property, or those
      which under generally applied real estate practice are expensed or
      regarded as deferred expenses or are required under any Legal Requirement,
      in which event the costs thereof shall be
      included.  Notwithstanding anything contained herein to the
      contrary, any additional costs incurred by Landlord during the Calendar
      Year by reason of Landlord or any of its vendors entering into new labor
      contracts or renewals or modifications of existing labor contracts will
      not be included in Base Operating Costs.  In addition, Tenant
      will pay Landlord Tenant’s Percentage of all costs and expenses incurred
      by Landlord in connection with complying with any “homeland security”
      requirements and such costs and expenses will not be included in Operating
      Costs.

              


      

       

      
        	
                b.

              	
                Fuel, Utilities and Electric
      Cost Escalation – If utility and energy costs, including any fuel
      surcharges or adjustments with respect thereto, incurred for water, sewer,
      gas, electric, other utilities and heating, ventilating and air
      conditioning for the Building, including all leased and leasable areas
      (not separately billed or metered within the Building), and Common
      Facilities electric, lighting, water, sewer and other utilities for the
      Building and other portions of the Real Property (collectively referred to
      in this Lease as “Utility
      and Energy Costs”), for any Lease Year or Partial Lease Year during
      the Term will be greater than the Base Utility and Energy Costs (reduced
      proportionately to correspond to the duration of periods less than a Lease
      Year), then Tenant will pay to Landlord as Additional Rent, Tenant’s
      Percentage of all such excess Utility and Energy
  Costs.

              


      

       

      
        	
                c.

              	
                Tax Escalation -- If the
      Real Estate Taxes for the Real Property for any Lease Year or Partial
      Lease Year during the Lease Term will be greater than the Base Real Estate
      Taxes (reduced proportionately to correspond to the duration of periods
      less than a Lease Year), then Tenant will pay to Landlord as Additional
      Rent, Tenant’s Percentage of all such excess Real Estate
      Taxes.

              


      

       

      As used
in this Lease, “Real Estate
Taxes” mean the property taxes and assessments imposed upon the Building
and other portions of the Real Property, or upon the rent payable to the
Landlord, including, but not limited to, real estate, city, county, village,
school and transit taxes, or taxes, assessments, or charges levied, imposed or
assessed against the Real Property by any taxing authority, whether general or
specific, ordinary or extraordinary, foreseen or unforeseen.  If due
to a future change in the method of taxation, any franchise, income or profit
tax will be levied against Landlord in substitution for, or in lieu of, or in
addition to, any tax which would otherwise constitute a Real Estate Tax, such
franchise, income or profit tax will be deemed to be a Real Estate Tax for
purposes of this Lease.

       


      
        
           


        

        
          Exhibit G
-- Page 1 of 3

          
            

          

        

        
           


        

      


      Real
Estate Taxes payable in installments shall be included in Real Estate Taxes for
a Lease Year only to the extent of the installments payable during that Lease
Year.  Lessor will timely pay all Real Estate Taxes in the maximum
number of installments permitted by law.

       

      Landlord,
will have the exclusive right, but not the obligation, to contest or appeal any
Real Estate Tax assessment levied on all or any part of the Real
Property.

       

      
        	
                d.

              	
                Insurance Cost
      Escalation – If the Insurance Costs for the Real Property for any
      Lease Year or Partial Lease Year during the Term will be greater than the
      Base Insurance Costs (reduced proportionately to correspond to the
      duration of periods less than a Lease Year), Tenant will pay to Landlord
      as Additional Rent for each Lease Year or Partial Lease Year, Tenant’s
      Percentage of such excess Insurance
Costs.

              


      

       

      As used
in this Lease, “Insurance
Costs” mean all fire and other insurance costs, together with any
deductibles, incurred by Landlord in connection with its operation and
maintenance of the Real Property for any Lease Year or Partial Lease Year during
the Term.

       

      
        	
                e.

              	
                Lease Year -- As used in
      this Lease, Lease Year will mean a calendar year.  Any portion
      of the Term which is less than a Lease Year, that is, from the
      Commencement Date through the following December 31, and from the last
      January 1 falling within the Term to the end of the Term, will be deemed a
      “Partial Lease
      Year”.  Any reference in this Lease to a Lease Year will,
      unless the context clearly indicates otherwise, be deemed to be a
      reference to a Partial Lease Year if the period in question involves a
      Partial Lease Year.

              


      

       

      
        	
                f.

              	
                Payment -- Prior to each
      Lease Year, Landlord will give Tenant an estimate of amounts payable under
      this Rider for such Lease Year or Partial Lease Year.  By the
      first day of each month during such Lease Year or Partial Lease Year,
      Tenant will pay Landlord one-twelfth (1/12th) of the estimated
      amount.  If, however, the estimate is not given before such
      Lease Year or Partial Lease Year begins, Tenant will continue to pay by
      the first day of each month on the basis of last year’s estimate, if any,
      until the month after the new estimate is given.  As soon as
      practicable after each Lease Year or Partial Lease Year ends, Landlord
      will give Tenant a statement (the “Statement”) showing the
      actual amounts payable by Tenant under this Rider for such Lease
      Year.  If the Statement shows that the actual amount Tenant owes
      for such Lease Year or Partial Lease Year is less than the estimated
      amount paid by Tenant during such Lease Year or Partial Lease Year,
      Landlord, at its option, will either return the difference or credit the
      difference against the next succeeding payment(s) of Additional
      Rent.  If the Statement shows that the actual amount Tenant owes
      is more than the estimated Additional Rent paid by Tenant during such
      Lease Year or Partial Lease Year, Tenant will pay the difference within
      thirty (30) days after the Statement is delivered to
    Tenant.

              


      

       

      
        	
                g.

              	
                Books and Reports --
      Landlord will maintain books of account which will be open to Tenant and
      its representatives at all reasonable times so that Tenant can determine
      that such Operating, Utility and Energy, Insurance and Real Estate Tax
      Costs have, in fact, been paid or incurred.  Tenant’s
      representatives will mean only (i) Tenant’s employees or (ii) a Certified
      Public Accounting firm, and neither Tenant’s employees nor any Certified
      Public Accounting firm will be permitted to perform such inspection and/or
      audit on a contingency basis or for any other tenant in the
      Building.  At Landlord’s request, Tenant and/or Tenant’s
      Certified Public Accounting firm will execute a confidentiality agreement
      reasonably acceptable to Landlord prior to any examination of Landlord’s
      books and records.  In the event Tenant disputes any one or more
      of such charges, Tenant will attempt to resolve such dispute with
      Landlord, provided that if such dispute is not satisfactorily settled
      between Landlord and Tenant within thirty (30) days, then upon request of
      either party, the dispute will be referred to an independent certified
      public accountant to be mutually agreed upon to arbitrate the dispute, and
      if such an accountant cannot be agreed upon, the American Arbitration
      Association may be asked by either party to select an arbitrator, whose
      decision on the dispute will be final and binding upon both parties, who
      will jointly share any cost of such arbitration.  Pending
      resolution of the dispute, the Tenant will pay to Landlord the sum so
      billed by Landlord, subject to its ultimate resolution as set forth
      above.  The arbitration mechanism set forth above shall be the
      sole process available to resolve such
disputes.

              


      

       


      
        
           


        

        
          Exhibit G
-- Page 2 of 3

          
            

          

        

        
           


        

      


      
        	
                h.

              	
                Right of Review -- Once
      Landlord will have finally determined the Operating, Utility and Energy,
      Insurance or Real Estate Tax Costs at the expiration of a Lease Year, then
      as to the item so established, Tenant will only be entitled to dispute
      such charge for a period of six (6) months after such charge is billed to
      Tenant, and Tenant specifically waives any right to dispute any such
      charge any time after the expiration of said six (6) month
      period.

              


      

       

      
        	
                i.

              	
                Occupancy Adjustment --
      If the Building is less than eighty-five percent (85%) occupied during the
      Calendar Year or during any Lease Year or Partial Lease Year subsequent to
      the Calendar Year, then the Operating Costs and Utility and Energy Costs
      will be adjusted during the Calendar Year and the Operating Costs and
      Utility and Energy Costs will be adjusted during any such Lease Year or
      Partial Lease Year so as to reflect eighty-five percent (85%)
      occupancy.  The aforesaid adjustment will only be made with
      respect to those items that are in fact affected by variations in
      occupancy levels.

              


      

       

      
        	
                j.

              	
                The
      parties agree that Tenant’s Percentage, as defined in the Preamble,
      reflects and will be continually adjusted to reflect the ratio of the
      gross square feet of the area rented to Tenant (including an allocable
      share of all Common Facilities) [the numerator] as compared with the total
      number of gross square feet of the entire Building (or additional
      buildings that may be constructed within the Real Property) [the
      denominator] measured outside wall to outside wall, but excluding
      therefrom any storage areas.  Landlord shall have the right to
      make changes or revisions in the Common Facilities of the Building so as
      to provide additional leasing area.  Landlord shall also have
      the right to construct additional buildings in the Real Property for such
      purposes as Landlord may deem appropriate, and subdivide the lands for
      that purpose if necessary, and upon so doing, the Real Property shall
      become the subdivided lot on which the Building in which the Premises is
      located.  However, if any service provided for in subparagraph
      a. or any utility provided for in subparagraph b. is separately billed or
      separately metered within the Building, then the square footage so billed
      or metered shall be subtracted from the denominator and the Tenant’s
      proportionate share for such service and/or utility shall be separately
      computed, and the Base Period Costs for such item shall not include any
      charges attributable to said square footage.  Tenant understands
      that as a result of changes in the layout of the Common Facilities from
      time to time occurring due to, by way of example and not by way of
      limitation, the rearrangement of corridors, the aggregate of all Building
      tenant proportionate shares may be equal to, less than or greater than one
      hundred percent (100%).

              


      

       

      


       

      - END
-


      
        
           


        

        
          Exhibit G
-- Page 3 of 3

          
            

          

        

        
           


        

      


      EXHIBIT
H

       

      ELECTRICITY
RIDER

       

      ELECTRICITY:  The
cost of electric current which is supplied by Landlord for use by Tenant in the
Premises, other than for heating or air conditioning purposes, will be
reimbursed to Landlord at the Electric Rate.  The “Electric Rate” will mean the
applicable time of day cost actually incurred by Landlord for electricity
supplied to the Building (including all applicable surcharges, demand, line loss
factor, taxes and other sums payable in respect to thereof).

       

      a.  From
and after the Commencement Date, Tenant agrees to pay as Additional Rent an
estimated electrical charge of $.13 per gross rentable square foot per month,
payable on the first day of each and every month, until such time as an
electrical survey can be performed pursuant to subparagraph b.
below.

       

      b.  Landlord
will have an electrical engineering consultant make a survey of the electric
power used in the Premises to determine Tenant’s average monthly electric
consumption, and the costs of such survey will be borne by Tenant; provided that
such cost shall not exceed $500.00.  The findings of the consultant
will be conclusive and binding on Landlord and Tenant.  After
Landlord’s consultant has submitted its report, Tenant will pay to Landlord,
within ten (10) days after demand therefor by Landlord, the amount (based on the
average monthly consumption found by such consultant and applying the Electric
Rate thereto) owing from the Commencement Date through and including the then
current month, adjusted for the estimated electrical charges already paid, and
thereafter, on the first day of every month, in advance, the cost of the
electricity used in the Premises based on the amount set forth as the average
monthly consumption in the report.  Such costs will constitute
Additional Rent due under the Lease.  Proportionate sums will be
payable for periods less than a full month.

       

      c.  In
the event that there will be an increase or decrease in the Electric Rate, the
Additional Rent payable for electricity will be adjusted equitably to reflect
the increase or decrease in the Electric Rate.

       

      d.  Tenant
will notify Landlord immediately upon the introduction of any office equipment
or lighting materially different from or in addition to that on the Premises as
of Landlord’s electrical survey.  The introduction of any new or
materially different equipment or lighting will, at Landlord’s election, be
cause for a resurveying of the Premises at Tenant’s expense.  Landlord
reserves the right to inspect the Premises to insure compliance with this
provision.

       

      e.  Landlord
will not be liable in any way to Tenant for any loss, damage or expense which
Tenant may sustain or incur as a result of any failure, defect or change in the
quantity or character of electrical energy available for redistribution to the
Premises pursuant to this Exhibit H, nor for any interruption in the supply, and
Tenant agrees that such supply may be interrupted for inspections, repairs and
replacements and in emergencies.  In no event will Landlord be liable
for any business interruption suffered by Tenant.  Landlord shall use
reasonable efforts to cause such interruption in electrical service to be
restored as expeditiously as is reasonably possible.

       

      Notwithstanding
anything contained herein to the contrary, interruption or curtailment of
electrical service maintained in the Building, if caused by Force Majeure shall
not entitle Tenant to any claim against Landlord or to any abatement in rent,
and shall not constitute a constructive or partial eviction, unless Landlord
fails to take measures as may be reasonable under the circumstances to restore
the service without undue delay.  If the Premises are rendered
untenantable in whole or in part by reason of an interruption in the supply of
electricity, for a period of five (5) consecutive business days, by the making
of repairs, replacements or additions by Landlord, other than those made with
Tenant’s consent or caused by misuse or neglect by Tenant, or Tenant’s agents,
servants, visitors or licensees, there shall be a proportionate abatement of
Fixed Basic Rent from and after said fifth (5th) consecutive business day and
continuing for the period of such untenantability.  In no event, shall
Tenant be entitled to claim a constructive eviction from the Premises unless
Tenant shall first have notified Landlord in writing of the condition or
conditions giving rise thereto, and if the complaints be justified, unless
Landlord shall have failed, within a reasonable time after receipt of such
notice, to remedy, or commence and proceed with due diligence to remedy such
condition or conditions, all subject to Force Majeure as hereinafter
defined.

      



      
        
           


        

        
          Exhibit H
-- Page 1 of 2

          
            

          

        

        
           


        

      


      f.  Landlord,
at Tenant’s expense, will furnish and install all replacement lighting tubes,
lamps, ballasts, starters and bulbs required in the Premises.

       

      g.  Tenant’s
use of electrical service in excess of Building Hours will, at Landlord’s
election, be cause for a resurveying of the Premises at Tenant’s
expense.

       

      - END
-


      
        
           


        

        
          Exhibit H
-- Page 2 of 2

          
            

          

        

        
           


        

      


      Exhibit
I

       

      SAMPLE
FORM – LETTER OF CREDIT

       

      [DATE]

       

      TO:

      [Name of
Beneficiary]

      [Address]

       

      Re:           Irrevocable
Letter of Credit

       

      Gentlemen:

       

      By order
of our client, _________________________, we hereby establish our irrevocable
Letter of Credit No. ______ in your favor for a sum or sums not to exceed
$_______________ (_______________ U. S. Dollars) in the aggregate, effective
immediately.

       

      This
Letter of Credit shall be payable in immediately available funds in U.S.
Dollars.  Funds under this credit are payable to you upon your
presentation to us a sight draft drawn on us in the form annexed
hereto.  All drafts must be marked:  “Drawn under Letter of
Credit No. ____ of [Name of Issuing Bank].

       

      This
Letter of Credit shall expire twelve (12) months from the date hereof; but is
automatically extendable, so that this Letter of Credit shall be deemed
automatically extended, from time to time, without amendment, for one year from
the expiration date hereof and from each and every future expiration date,
unless at least sixty (60) days prior to any expiration date we shall notify you
by registered mail that we elect not to consider this Letter of Credit renewed
for any such additional period.  The final expiration date hereof
shall be no earlier than [fill in suitable date after expiration of
lease].

       

      This
Letter of Credit is transferable and may be transferred one or more
times.  However, no transfer shall be effective unless advice of such
transfer is received by us in our standard form.

       

      We hereby
agree to honor each draft drawn under and in compliance with this Letter of
Credit, if duly presented at our offices at _______ or at any other of our
offices.

       

      This
Letter of Credit is subject to the International Standby Practices 1998,
International Chamber of Commerce Publication No. 590.

       

      [Name of
Bank]

       

      By:

       

      [Annex
Bank’s Form of Sight Draft]

       

      



      
        
           


        

        
          Exhibit I
-- Page 1 of 1