exv10w34






Exhibit 10.34




EIGHTH AMENDMENT OF LEASE



     THIS AGREEMENT, made as of the 29th day of March, 2007, between 401 PARK AVENUE
SOUTH ASSOCIATES LLC, a New York Limited Liability Company 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
10016 (“Tenant”).



W I T N E S S E T H :




     WHEREAS, Landlord and Tenant entered into an Agreement of Lease made as of September 24, 1981
as amended by an Amendment of Lease dated October 9th 1981, an Amendment of Lease dated
September 24, 1982, a Second Amendment of lease dated January 6, 1986 and a Third Amendment of
Lease dated February 28, 1990, a Fourth Amendment of Lease dated March 15th, 1996, a
Fifth Amendment of Lease dated May 30, 2000, a Sixth Amendment of Lease dated May 1, 2003 and a
Seventh Amendment of Lease dated March 1, 2001 covering certain premises on the entire 4th floor
and the Penthouse in the building known as 401 PARK AVENUE SOUTH in the City, County and State of
New York (said agreement of Lease, 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.	 	Effective as of midnight March 31, 2007 (the “Surrender
Date”) Tenant hereby irrevocably surrenders to Landlord the penthouse
portion of the Demised Premises, the Lease and the term and estate thereby
granted related to the penthouse portion of the premises demised by the
Lease (hereinafter referred to as the “Penthouse Premises”), to the intent
and purpose that the estate of Tenant in and to the 12th Floor
Premises only shall be wholly extinguished and that the term of the Lease
with respect to the 12th Floor Premises shall expire on the
Surrender Date in the same manner and with the same effect as if the
Surrender Date were the date set forth in the Lease for the expiration of
the term thereof. Tenant hereby agrees to surrender the 12th
Floor premises on the Surrender Date in the condition and state of repair
existing on the date of the execution of this Agreement.
	 
	 	2.	 	Tenant hereby confirms, ratifies and acknowledges that
the Lease is in full force and effect with respect to the 4th
floor portion of the premises demised by the Lease and that no other
modifications to the Lease have been made except as to set forth in this
Eighth Amendment of Lease.
	 
	 	3.	 	In consideration of Tenant’s surrender of the Penthouse
Premises, effective April 1, 2007 and throughout the remaining Term of the
Lease, the annual rent as set forth in the Lease is hereby reduced by
$12,000 per annum.




 









 






	 	4.	 	All other terms and conditions of this Lease are hereby
confirmed and shall remain in full force and effect.
	 
	 	5.	 	This Amendment of Lease shall not be binding upon
Landlord unless and until it has been duly executed by Landlord and
delivered by Landlord to Tenant.






	 	 	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/ Stephen J. Meringoff
 

	 	 
	 
	 	 	 	 	 	 
	 	 	HEALTH MANAGEMENT SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Illegible