exv10w45






Exhibit 10.45




SECOND AMENDMENT OF LEASE



     THIS AGREEMENT, made as of the 28th day of February, 1990, between 401 PARK AVENUE
SOUTH ASSOCIATES, (hereinafter referred to as “Landlord”), and HEALTH MANAGEMENT SYSTEMS, INC.,
(hereinafter referred to as “Tenant”).




W I T N E S S E T H :




     WHEREAS, Landlord and Tenant entered into an Agreement of Lease dated January 6, 1986 as
amended and modified by a First Amendment of Lease dated November 25th 1987, covering
certain premises on the 11th floor 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.	 	The date of the expiration of the term of the Lease is
changed to May 31, 2003;
	 
	 	2.	 	The provisions contained in the First Amendment of the
Lease shall be rescinded and shall be of no further force and effect.
	 
	 	3.	 	Effective February 1, 1990, Article 39(c ) of the Lease
shall be deleted and shall be replaced with the following:
	 
	 	 	 	“(c) The “Base Tax” as such term and amount is used in this Lease shall be
equal to the following:






	 	(i)	 	$295,073 for the tax year July 1, 1990
through June 30, 1991;
	 
	 	(ii)	 	$300,974 for the tax year July 1, 1991
through June 30, 1992;
	 
	 	(iii)	 	$306,993 for the tax year July 1, 1992
through June 30, 1993;
	 
	 	(iv)	 	$313,133 for all tax years occurring during
the term of this Lease beginning July 1, 1993.”






	 	4.	 	The following shall be added as Article 40(d) to the
Lease:
	 
	 	 	 	“40. (d) Notwithstanding anything to the contrary contained in this Lease,
the amount of the Escalation Adjustment shall be $62,338 per year beginning
February 1, 1990 and ending December 31, 1993 and $93,521
per year beginning January 1, 1994 and ending on the expiration date of this
Lease.”
	 
	 	5.	 	The following should be added to the Lease as Article
40(h):




 









 






	 	 	 	“40. (h) Effective as of the first day in January of each year during the
term of this Lease, beginning January 1, 1995 there shall be an adjustment
to the amounts payable by the Tenant pursuant to the terms of the Lease.
This adjustment (hereinafter “Operating Expense Contribution”) shall
represent a contribution by Tenant to Landlord towards increases in
operating costs of the Building since the inception of this Lease. The
Operating Expense Contribution shall be equal to the sum of the Base
Operating Expense Contribution (as hereinafter defined) plus the amount
computed by multiplying 1.045% by the Operating Expense Contribution payable
in the immediately preceding year. The Base Operating Expense Contribution
shall be $14, 896.
	 
	 	 	 	Tenant shall pay the Operating Expense Contribution as additional rent, in
twelve equal monthly installments commencing as January 1st of
each year. All payments to be made pursuant to this Article are due and
payable on or before the first day of each month. And delay or failure in
billing any amount payable under this Article shall not constitute a waiver
or in any way impair the continuing obligation of Tenant to make all
payments hereunder.”
	 
	 	6.	 	The following shall be added as Article 71 to the
Lease.
	 
	 	 	 	“71. Tenant, at its sole cost and expense, may arrange to change its current
electric service so that it is directly metered by Con Edison provided that
at the expiration of the Lease Tenant arranges, at its sole cost and
expense, to remodify the electric metering service to the Demised Premises
to the condition which exists as of the date of this Agreement.”
	 
	 	7.	 	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