exv10w39






Exhibit 10.39




FOURTH AMENDMENT OF LEASE



     THIS AGREEMENT, made as of the 11th day of January, 1994, between 401 PARK AVENUE
SOUTH ASSOCIATES, a New York Partnership having an office at 30 West 26th street, Eighth
Floor New York, New York (“Landlord”), and HEALTH MANAGEMENT SYSTEMS, INC., A New York Corporation
having an office at 401 Park Avenue South, New York, New York (“Tenant”).



W I T N E S S E T H




     WHEREAS, Landlord and Tenant entered into an Agreement of Lease dated September 24, 1982 as
amended and modified by a First Amendment of Lease dated January 6, 1986, and a Second Amendment of
Lease dated February 28, 1990, and a Third Amendment of Lease dated August 7, 1991 covering certain
premises on the 9th, 10th, 11th and
12th floors in the
building known as 401 PARK AVENUE SOUTH in the City, County and State of New York (said agreement
of Lease, as amended, being hereinafter called the “Lease”); and



     WHEREAS, the parties hereto desire to amend the Lease in the respects and upon the terms and
conditions hereinafter set forth.



     NOW, THEREFORE, in the consideration of the sum of One Dollar ($1.00) paid by each of the
parties hereto to the other (the receipt and sufficiency of which is hereby acknowledged) and of
other good and valuable consideration, including the covenants and understandings herein contained,
it is hereby agreed as follows:




	 	1.	 	On the Commencement Date (as such date is hereinafter
defined), the entire eighth floor of the Building shall be added to the
Demised Premises.
	 
	 	2.	 	The annual rent shall be changed to $581,154 commencing
on the date that occurs 120 days after the Commencement Date; to $689,118
on July 1, 1994 and to $797,082 on the date that occurs three years after
the Commencement Date.
	 
	 	3.	 	Effective on the Commencement Date, Article
39(f) shall be added to the Lease as follows:
	 
	 	 	 	“39. (f) In addition to any other amounts due to Landlord pursuant to the
provisions of this Article 39, commencing 120 days after the Commencement
Date, Tenant shall pay to Landlord the Eight Floor Proportionate Share of
the excess of the Taxes for any Tax Year during the term of this Lease over
the Base Eighth Floor Tax of $450,000. As used in this
Article 239(f), the Eighth Floor Proportionate Share shall be 4.165 (4.165%)
percent for the period beginning on the Commencement Date and 8.33 (8.33%)
percent beginning two years and eight months after the Commencement Date and
ending upon the expiration date of this Lease.
	 
	 	4.	 	The figure 38,350 in Article 40 (c) of the Lease shall
be changed to 47,100 on March 1, 1994; to 55,850 on the date that occurs
120 days after the Commencement Date and to




 









 












	 	 	 	64,600 on the date that occurs
two years and eight months after the Commencement Date.
	 
	 	5.	 	The amount $95,166.43 contained in Article 40 (g) of
the Lease shall be changed to $112,845 on the date that occurs 120 days
after the Commencement Date; and to $130,524 on the date that occurs two
years and eight months after the Commencement Date.
	 
	 	6.	 	The amount $45,460.25 contained in Article 40 (h) of
the Lease shall be changed to $53,905 on the date that occurs 120 days
after the Commencement Date; and to $62,350 on the date that occurs two
years and eight months after the Commencement Date.
	 
	 	7.	 	As used in this Fourth Amendment of Lease, the term
Commencement Date shall be January 11, 1994.
	 
	 	8.	 	Except as heretofore and hereby amended, all of the
terms, conditions and covenants in the Lease, including, without
limitation, the provisions of the Lease relating to additional rent shall
remain in full force and effect.





     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day
and year first above written.



	 	 	 	 	 	 	 

	 	 	401 PARK AVENUE SOUTH ASSOCIATES	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Illegible
 

	 	 
	 
	 	 	 	 	 	 
	 	 	HEALTH MANAGEMENT SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Vincent Hartley