Exhibit
            10.2


            
            OFFICE LEASE AGREEMENT


            
            LEASE AGREEMENT (this “Lease”)
            made as of this ___ day of ____________, 2007, by and between
            ______________________________, a ______________ corporation with its principal place
            of business located at ___________________________ (“Landlord”) and Butler
            Services, Inc. a corporation organized under the laws of the State of Delaware
            (“Tenant”), with its principal place of business located at 110 Summit
            Avenue, Montvale, New Jersey 07645.


            
            A.           
            WHEREAS, Landlord owns certain land and
            buildings at 110 Summit Avenue, Montvale, New Jersey (collectively the
            “Buildings”)


            
            B.           
            WHEREAS, Landlord desires to lease to
            Tenant a portion of the Buildings as hereinafter described; and


            
            C.           
            WHEREAS, Tenant desires to rent and hire
            from Landlord a portion of the Buildings described hereinafter.


            
            NOW THEREFORE, in consideration of the
            promises, covenants, terms and conditions set forth herein the parties hereto agree as
            follows:


            
            ARTICLE ONE


            
            DESCRIPTION OF LEASED PREMISES


            
            1.01     Landlord leases
            to Tenant and Tenant takes and hires from Landlord, (i.) a total of approximately
            Eleven Thousand Five Hundred Sixty-One (11,561) rentable square feet of office space,
            approximately Four Thousand One Hundred Twenty (4,120) rentable square feet of which is
            located on the second floor in the southerly Building (the “Second Floor
            Premises”), approximately One Thousand Four Hundred Twenty-Six (1,426) rentable
            square feet of which is located in the rear portion on the first floor of the northerly
            Building and approximately 2,513 rentable square feet of which is located in the front
            portion of the first floor of the northerly Building (collectively, the “First
            Floor Premises”), each as more particularly identified in Attachment A and
            approximately 3,502 rentable square feet of which is located in the basement in the
            southerly Building (the “Basement Office Premises”), more particularly
            identified in Attachment A and (ii) approximately five thousand (5,000) rentable square
            feet of storage space in the southerly Building, as more particularly identified in
            Attachment A (the “Basement Storage Premises”). Collectively the Basement
            Office Premises, the Basement Storage Premises and the First and Second Floor Premises
            are referred to as the “Premises”.


            
            1.02     Tenant shall be
            entitled to occupy without charge a total of forty-seven (47) automobile parking spaces
            in Landlord’s parking lot for the Buildings. Twelve (12) of Tenant’s
            forty-seven (47) parking spaces will be reserved for Tenant’s use only in the
            area shown on the diagram annexed hereto as Attachment D (“Tenant’s
            Reserved Parking Area”). Landlord shall have no obligation or liability to
            enforce or police Tenant’s Reserved Parking Area other than by marking and/or
            signage. Tenant Reserved Parking Area will be marked with clear signage or markings on
            the pavement. Tenant shall be entitled to continue to use the storage space in the
            basement that it currently uses.


             


             

            
            

            

            
            1.03     Tenant, its
            agents, servants, employees and invitees shall have the right of ingress and egress on,
            through and over all common use areas of the Buildings to and from the Premises 24
            hours per day 365 days per year subject to applicable laws.


            
            ARTICLE TWO


            
            CONDITION OF PREMISES


            
            2.01     Tenant
            acknowledges that it has been afforded an opportunity to inspect the Premises and
            accepts the Premises “AS IS” and as suited for Tenant’s intended use
            thereof.


            
            ARTICLE THREE


            
            TERM OF LEASE


            
            3.01     The term of this
            Lease for the Premises (the “Term”) shall commence on _____________, 2008
            (the “Commencement Date”) and shall expire on____________ , 2015 (the
            “Expiration Date”) unless sooner terminated as provided herein.


            
            ARTICLE FOUR


            
            RENT


            
            4.01     Tenant shall pay
            to Landlord during the Term of this Lease annual base rental initially equal to One
            Hundred Eighty-Three Thousand and 00/100 ($183,000.00) Dollars per annum ($15,250.00
            per month) commencing on the Commencement Date. No rent of any kind whatsoever, whether
            annual base rental or additional rental, shall be payable on the Basement Storage
            Premises. On each anniversary of the Commencement Date, the annual base rental shall be
            increased by 3%. If the management agreement between Butler Services, Inc. (as
            affiliate of Tenant), as manager (the “Manager”) and Landlord, as owner
            covering the Buildings is terminated, other than because of the fault of the Landlord,
            as owner thereunder or Landlord’s sale of the Buildings, the annual base rent
            shall be increased by Fifty Thousand and 00/100 ($50,000) Dollars per annum from and
            after the date of termination through and including the Expiration Date.


            
            4.02     In addition to
            the base rental set forth in Section 4.01, Tenant shall pay to Landlord commencing on
            the Commencement Date additional rental for electric usage in the amount of One Dollar
            and 50/100 ($1.50) per rentable square foot per annum (the “Electric
            Charge”), payable in equal consecutive monthly installments during the Term of
            this Lease. Tenant shall also pay to Landlord additional rent hereinafter provided in
            this Lease.


            
            4.03     Annual base
            rental shall be payable in equal monthly installments on the first day of each month
            during the Term. All base rental and regularly occurring additional rental payments and
            service fees (collectively, “rent”) set forth in this Lease are due on the
            first day of each month, in advance, without demand or notice. Payments shall be made
            to Landlord at the address set forth above in full without deduction or offset of any
            kind or nature, except as otherwise set forth herein. In addition to any other remedies
            available to Landlord, any payment of rent which is ten (10) business days late shall
            thereafter bear interest at the rate of 7% per annum or the maximum interest rate
            allowed by law, whichever is less (the “Interest Rate”). All rents shall be
            subject to pro rata adjustments for partial months, if any.


             


            
            2


             

            
            

            

            
            ARTICLE FIVE


            
            INTENTIONALLY BLANK


            
            ARTICLE SIX


            
            USE OF PREMISES


            
            6.01     Tenant shall use
            the Premises for office and related use and uses ancillary thereto. Tenant shall not
            use nor permit the Premises or any part thereof to be used for any purposes other than
            those set forth herein. Tenant shall neither permit on the Premises any act, sale or
            storage that may be prohibited under standard forms of fire insurance policies nor use
            the Premises for any such purpose or for any purpose that would cause an increase in
            Landlord’s or Landlord’s insurance premiums. In addition, no use shall be
            made nor permitted to be made by Tenant that shall result in: (1) waste on the
            Premises, (2) a public or private nuisance that may unreasonably disturb the quiet
            enjoyment of other tenants in the Buildings, (3) improper, unlawful, or objectionable
            use, including sale, storage or preparation of food, alcoholic beverages, or materials
            generating an odor on the premises, or (4) unreasonable noises or vibrations that may
            disturb other tenants.


            
            6.02     Tenant warrants,
            represents, covenants and agrees that Tenant shall not, at any time during the Term of
            this Lease or any extensions, renewals, or modifications thereof, use, store, treat,
            transport manufacture, handle or produce any hazardous substance (as defined below) on
            the Premises other than customary office or cleaning products in small quantities and
            in accordance with all laws.


            
            The term “hazardous substance” shall mean any substance
            deemed hazardous under any of the following statutes, or under any other statute or
            regulation of any governmental authority: the Comprehensive Environmental Response,
            Compensation and Liability Act, 42 USC § 9601 et seq.; the Resource Conservation
            and Recovery Act, 42 USC § 6901 et seq.; the Hazardous Material Transportation
            Act, 49 USC § 1801 et seq.; and the Toxic Substances Control Act, 15 USC §
            2601 et seq. Tenant shall not permit, create, or suffer the existence of any condition,
            which could subject Landlord or Tenant to a claim, litigation or other liability under
            any environmental law including without limitation a “remedial”,
            “removal” or “clean up” action, as those terms may be defined
            in any environmental law.


            
            The term “environmental law” shall mean any federal, state,
            county or municipal law or regulation which governs or relates to the environment, land
            use, zoning, public health, chemical use, public safety, sanitation, water, air, fish,
            wildlife and natural resources.


            
            6.03     Except for any
            hazardous substances in the Premises that may have been introduced by Tenant, Landlord
            represents that, to the best of its knowledge, the Premises and the Buildings do not
            contain any hazardous substances except for certain potential asbestos containing
            material in the Buildings and identified and referenced in the environmental report
            dated February 2006 prepared by Delta Environmental Consultants, Inc. If required under
            the Requirements (hereinafter defined) at Landlord’s sole cost and expense,
            Landlord shall promptly remove and remediate any hazardous substances in the Premises
            and in any shaftways that Tenant will have access to (provided such hazardous
            substances were not introduced by Tenant or attributable to Tenant).


             


            
            3


             

            
            

            

            
            ARTICLE SEVEN


            
            ABANDONING PREMISES OR PERSONAL PROPERTY


            
            7.01     If Tenant
            abandons the Premises for a period in excess of three months or is dispossessed by
            process of law, any personal property belonging to Tenant and left on the Premises
            shall be deemed abandoned at the option of Landlord and upon three (3) days notice to
            Tenant, shall become the property of Landlord.


            
            ARTICLE EIGHT


            
            UTILITIES AND SERVICES


            
            8.01     Landlord shall
            furnish heat, ventilation and air conditioning to the Premises for the comfortable
            occupancy of Tenant on all business days, Monday through Friday, during the appropriate
            seasons, between the hours of 8:00 AM and 6:00 PM. The term “comfortable
            occupancy” shall mean heating, ventilation and air conditioning within the HVAC
            specification annexed hereto as Attachment E subject, however, to (i) Force Majeure
            (hereinafter defined) and (ii) any governmental mandated conservation programs. In the
            event that Tenant desires heat or air conditioning outside those hours on weekends
            specified above or between the hours of 6:00 PM and 8:00 AM on weekdays, Tenant shall
            so advise Landlord by 12:00 pm on the business day that overtime services are needed or
            by 12:00 pm on the Friday prior to the weekend that overtime services are needed.
            “Force Majeure” shall mean any and all causes beyond Landlord’s
            reasonable control, including delays caused by Tenant, other tenants, governmental
            restriction, regulation or control, labor dispute, accident, mechanical breakdown,
            shortages or inability to obtain labor, fuel, steam, water, electricity or materials,
            acts of God, enemy action, civil commotion, fire or other casualty.


            
            8.02     Landlord shall
            furnish all electricity required by Tenant in the normal conduct of Tenant’s
            office activities on the Premises. Tenant shall pay for all electricity separately as
            provided in Section 4.02.


            
            8.03     Landlord will
            furnish a reasonable amount of electricity, as Landlord may determine necessary for
            lighting the Premises and operating customary small office machines during ordinary
            business hours. Tenant shall not install or operate in the Premises any electrically
            operated equipment (including without limitation, electrical heating equipment,
            refrigeration or cooling equipment, high intensity lighting, unusual lighting
            requirements, data processing equipment, punch card equipment, computers, printing
            equipment and machinery and equipment requiring a greater voltage than 110V), other
            than customary small office machines, without on each occasion first obtaining
            Landlord’s prior written consent thereto. Notwithstanding anything to the
            contrary contained herein, Landlord shall supply electricity to the Premises in a
            quantity that is not less than a reasonable and customary amount for a class B office
            building in the vicinity of the Buildings and in any event not less than is being
            supplied on the date of this Lease.


            
            8.04     Landlord shall
            furnish all hot and cold water for lavatory, cleaning and drinking purposes without
            charge. If an additional supply of water is required by Tenant, Landlord shall install
            at Tenant’s sole cost and expense a water meter to register such additional
            consumption of water, and Tenant shall pay as additional rent, when and as bills are
            received, the installation costs for the water meter, the costs for the additional
            water consumed, and for the sewer cost and all other costs and charges based on the
            added consumption of water by Tenant.


             


            
            4


             

            
            

            

            
            8.05     Landlord shall
            provide passenger elevator service 24 hours per day 365 days per year, subject to
            repair and maintenance shut-downs as may occur from time to time, which Landlord shall
            give Tenant at least 10 days advance notice of any non-emergency scheduled shut
            down.


            
            8.06     Notwithstanding
            anything to the contrary in this Lease, if (i) the Buildings services or utilities are
            interrupted such that Tenant is unable to use the Premises (or a portion thereof) for
            its business operations or if the Premises shall be rendered inaccessible, in either
            event, for a period of more than three (3) consecutive business days and (ii) the cause
            of such utility or service interruption or inaccessibility of the Premises is due to
            Landlord’s negligence or failure to pay an amount owed by Landlord, then the base
            rent shall be abated until such time as such time Tenant is able to use the whole of
            the Premises for its business operations and same are accessible.


            
            8.07     Landlord shall
            operate and maintain in good working order (subject to normal repair and maintenance)
            the key card security system in the Buildings and provide Tenant with sufficient number
            of key cards for each of Tenant’s employees and other occupants of the Premises.
            Notwithstanding the foregoing sentence, Landlord shall have the right to discontinue
            the operation and maintenance of the existing key card system if, and only if, Landlord
            replaces such system with another security system that provides a customary and
            reasonable level of security for the Buildings. Tenant shall have the right to install
            (subject to Landlord’s reasonable consent and requirements of law and insurance)
            any additional security systems for the Premises as it deems necessary, provided such
            system is customary and reasonable for an office in a class B office building in the
            vicinity of the Buildings.


            
            8.08     Landlord shall
            provide the cleaning services for the Buildings and the Premises in accordance with the
            terms of Article 11 below.


            
            ARTICLE NINE


            
            ALTERATIONS AND MODIFICATIONS


            
            9.01     Tenant shall
            take good care of the Premises and shall not make alterations to the Premises without
            the prior written consent of Landlord which consent shall not be unreasonably withheld
            or delayed. Notwithstanding the foregoing, Tenant shall have the right to make
            decorative changes (e.g. painting, carpet, etc.) without Landlord’s consent. All
            alterations, improvements, and changes that Tenant may desire shall be done at the
            expense of Tenant and shall become the property of Landlord and remain on the Premises,
            except that at the option of Landlord, Tenant shall, at Tenant’s expense, remove
            from the Premises all specialty alterations not customarily found in an office
            build-out of space. Notwithstanding the foregoing, Tenant shall not be required to
            remove from the Premises any of the alterations or improvements that exist on the date
            of this Lease. In the event Landlord fails to respond to Tenant’s written request
            for approval of its proposed alterations within ten (10) business days after delivery
            of such request, Tenant may send a second request for approval to Landlord and in the
            event Landlord still fails to respond to Tenant’s request for approval within
            three (3) business days after delivery of such second written request, such alteration
            request shall be deemed approved. Upon reasonable advance notice, Landlord shall have
            the right to inspect the progress Tenant’s alterations. A copy of all plans,
            permits and appropriate insurance documentation shall be provided by Tenant to Landlord
            upon the request of Landlord. All damage or injury to the Premises by Tenant or any
            person who may be in or on the Premises (except for Landlord Parties as hereinafter
            defined) shall be paid for by Tenant. Tenant shall, at the termination


             


            
            5


             

            
            

            

            of
            this Lease, surrender the Premises to Landlord broom clean and in as good condition and
            repair as existed at the time this Lease was entered into, ordinary wear and tear and
            damage due to casualty excepted. “Landlord Parties” shall mean
            Landlord’s principals, officers, agents, contractors, servants, employees,
            licensees and invitees.


            
            9.02     Tenant shall not
            suffer nor permit any liens to stand against the Premises, the Buildings or any part
            thereof by reason of any work, labor, services or materials done for, or supplied, or
            claimed to have been done for, or supplied to, Tenant or anyone holding the Premises,
            the Buildings or any part thereof through or under Tenant.


            
            9.03     In the event
            that any mechanics’ lien is filed against the Premises or the Buildings for work
            claimed to have been done for or materials claimed to have been furnished to Tenant,
            Tenant shall discharge such lien at its expense within thirty (30) days of the date
            Tenant is advised of such filing, by payment, filing of the bond required by law, or
            otherwise.


            
            9.04     Subject to
            Section 9.01, following the date on which Tenant first occupies the Premises, Tenant,
            at its sole cost and expense, except as provided for in Article Twenty-Eight hereof,
            shall have the right upon receipt of Landlord’s consent which consent shall not
            be unreasonably withheld, conditioned or delay, to make alterations, additions or
            improvements to the Premises in accordance with this Article Nine, that are normal for
            office use, do not adversely affect the utility or value of the Premises or the
            Buildings for future tenants, do not alter the exterior appearance of the Buildings,
            are not for a structural nature, do not require excessive removal expenses and are not
            otherwise prohibited under this Lease (collectively, “Alterations”). All
            such Alterations shall be made in conformity with the reasonable requirements of
            Landlord (including insurance requirements) and applicable Requirements (as defined in
            Article 17 below). Once the Alterations have been completed, such Alterations shall
            thereafter be included within the designation of Tenant Improvements and shall be
            treated as Tenant Improvements.


            
            9.05     Provided the
            Landlord shall have previously given Tenant written approval and consent to Alterations
            in accordance with the terms of this Lease, any Alterations installed by Tenant during
            the Term shall be done in strict compliance with all of the following:


            
            (a)      No such
            work (other than decorative alterations) shall proceed without Landlord’s prior
            approval, which approval shall not be unreasonably withheld, conditioned or delayed, of
            (i) Tenant’s contractor(s); (ii) certificates of insurance from a company or
            companies reasonably approved by Landlord, furnished to Landlord by Tenant’s
            Contractor(s), for combined single limit bodily injury and property damage insurance
            covering comprehensive general liability and automobile liability, in an amount not
            less than One Million Dollars ($1,000,000) per person and per occurrence and endorsed
            to show Landlord as an additional insured, and for workers’ compensation as
            required by law, endorsed to show a waiver of subrogation by the insurer to any claims
            Tenant’s contractor may have against Landlord, Landlord’s agents,
            employees, and other tenants of the Buildings (provided, however, nothing in this
            Section 9.05(a) shall release Tenant of its other insurance obligations hereunder); and
            (iii) detailed plans and specifications for such work.


            
            (b)      All such
            work shall be done in a first class workmanlike manner and in conformity with a valid
            building permit and all other permits and licenses when and where required, copies of
            which shall be furnished to Landlord before the work is commenced, and any work not
            acceptable to any governmental authority or agency having or exercising jurisdiction
            over such work, or not


             


            
            6


             

            
            

            

            
            reasonably satisfactory to Landlord, shall be promptly replaced and
            corrected at Tenant’s expense. Landlord’s approval or consent to any such
            work shall not impose any liability upon Landlord. Except in case of an emergency, no
            work shall proceed until and unless Landlord has received reasonable advance notice
            that such work is to commence.


            
            (c)      Tenant or
            its contractors will in no event be allowed to make plumbing, mechanical or electrical
            improvements to the Premises, or any structural modification to the Buildings without
            first obtaining Landlord’s written consent which consent shall not be
            unreasonable withheld, conditioned or delayed.


            
            (d)      All work by
            Tenant shall be diligently and continuously pursued from the date of its commencement
            through its completion but in any event shall be completely within six (6) months after
            the date permits are issued by the applicable governmental authority with respect to
            such work.


            
            9.06     All Alterations
            and Tenant Improvements made by or for Tenant, whether temporary or permanent in
            character, made either by Landlord or Tenant, including, but not limited to, all
            air-conditioning or heating systems, paneling, decorations, cabling, partitions and
            railings (except furniture or movable trade fixtures installed at the expense of
            Tenant) shall become the property of the Landlord and shall remain upon, and be
            surrendered with, the Premises as a part thereof at the termination of this Lease,
            without compensation to Tenant; provided, however, that at the election of Landlord,
            exercisable by notice to Tenant, Tenant shall, at Tenant’s sole expense, prior to
            the expiration of the Term (or within ten (10) days following the earlier termination
            of Lease), remove from the Premises the specialty alterations installed after the date
            of this Lease which are not customarily found in office build-out (such as full
            kitchens (as opposed to customary pantries) cafeteria, raised flooring, internal
            stairways etc.) required by Landlord to be removed, and repair all damage to the
            Premises caused by such removal. Landlord shall have the right, upon earlier
            termination of this Lease to determine the condition of the Premises, and to ascertain
            what removals, if any, Landlord shall require of Tenant pursuant to the terms
            hereof.


            
            All Tenant’s personal property, including, but not limited to,
            movable furniture, trade fixtures and equipment, not attached to the Buildings or the
            Premises, shall be completely removed by Tenant prior to the expiration of the Term (or
            within ten (10) days following the earlier termination of this Lease), provided,
            however, the Tenant shall repair all damage caused by such removal prior to the
            expiration of the Term (or within ten (10) days following the earlier termination of
            this Lease), and provided further, that any of Tenant’s personal property not so
            removed shall, at the option of Landlord, be deemed abandoned by Tenant and shall, at
            Landlord’s option automatically become the property of Landlord (whereupon
            Landlord shall then be permitted to retain and/or dispose the same, or any part
            thereof, in any manner whatsoever, at Tenant’s sole cost and expense and without
            liability to Landlord).


            
            ARTICLE TEN


            
            REPAIRS


            
            10.01     Tenant shall be
            responsible for making all routine, interior repairs, replacements of light bulbs and
            other minor items and for performing routine maintenance to the Premises. All repairs,
            replacements and maintenance shall be in quality and class at least equal to the
            original work. If after fifteen (15) days prior written notice to Tenant (or in case of
            an emergency, such lesser period as is reasonable under the circumstance) Tenant fails
            to make such repairs, replacements or


            


            
            7


             

            
            

            

            
            maintenance, Landlord may, but shall not be required to, make such
            repairs, replacements or maintenance for Tenant’s account and at Tenant’s
            expense. All such costs shall be paid by Tenant as additional rent in the manner set
            forth under Paragraph 4.03. Tenant shall treat with due care all portions of the
            Buildings and Premises. Landlord shall maintain and repair, commensurate with other
            class “B” office buildings in Bergen County, New Jersey, the Buildings
            systems, the structural portions of the Buildings (whether inside or outside of the
            Premises), the roof, the foundation, the common areas of the Buildings, and any item
            for which Tenant or another tenant in the Buildings is not responsible to repair;
            excluding, however, (a) repairs of Tenant’s Property or Improvements not
            occasioned by Landlord’s negligence and (b) repairs which Tenant is
            obligated to make pursuant to Section 10.01 and the other terms of this Lease. Nothing
            contained in this Section shall require Landlord to paint the Premises. No liability of
            Landlord to Tenant shall, however, accrue under this Section unless and until Tenant
            has given notice to Landlord of the specific repair required to be made, or of the
            failure properly to furnish any service. Landlord shall endeavor not to unreasonably
            interfere with Tenant’s use and occupancy of the Premises in making any repairs
            or performing any maintenance required pursuant to this Section, but Landlord shall not
            be obligated to use overtime labor. Landlord shall also perform all work necessary, at
            Landlord’s sole cost, to ensure that the enclosure of the Buildings for each
            floor of the Premises, including, without limitation, the roof and all windows, shall
            be weather tight and free of leaks. All damage to the Premises caused by leaks or
            infiltration shall be repaired by Landlord at Landlord’s sole cost and expense.
            Tenant shall permit Landlord and its agents to enter the Premises at all reasonable
            times to inspect the Premises with reasonable advance notice, to clean windows, perform
            cleaning services, maintain the Buildings, make repairs, to post notices of
            non-liability for alterations, additions, or repairs, without any abatement of rent to
            Tenant or damages for any loss of occupation or quiet enjoyment of the Premises
            provided that Landlord or its agents will use reasonable efforts to minimize
            interference with Tenant’s business activities. Landlord and its agents may
            during the last nine (9) months of the Term, enter the Premises at reasonable hours
            with reasonable advance notice, to exhibit the same to prospective tenants.


            
            10.02     If Landlord
            fails to maintain the Buildings or the Premises (to the extent required under this
            Lease), including the heating, ventilation and air-conditioning system serving the
            Premises, and such failure impairs Tenant’s use or occupancy of the Premises,
            Tenant shall give Landlord written notice to perform such work. If such failure by
            Landlord is not cured within ten (10) days after delivery to Landlord of such written
            notice, then Tenant may (but is not obligated to), cause such maintenance or repair to
            the Buildings or the Premises provided however, Tenant shall only have the right to
            repair items that are (i) solely within the Premises, or (ii) outside of the Premises
            but only service the Premises. Notwithstanding the foregoing in this Section 10.02, if
            such acts to be performed by Landlord are of such nature that the same cannot
            reasonably be performed within such ten-day period, such failure
            shall be deemed to have been cured if Landlord commences such performance within said
            ten-day period and thereafter diligently and continuously undertakes to complete the
            same after notice. If Tenant exercises its self-help remedy under this Section 10.02,
            Landlord shall reimburse Tenant for the reasonable amount of expenses incurred by
            Tenant in connection with such work within thirty (30) days of demand therefor, which
            demand shall be accompanied by reasonable supporting documentation, and if Landlord
            fails to pay Tenant such amount within such 30-day period, Tenant shall have the right
            to deduct such amount from the rent payable under this Lease.


            
            10.03.    Landlord shall
            employ contractors or laborers at so-called overtime or other premium pay rates if
            necessary to make any repair required to be made by it hereunder (other than a
            repair


             


            
            8


             

            
            

            

            
            necessitated by the negligence or willful misconduct of Tenant’s
            employees, agents, visitors while in the Premises, servants or contractors) to remedy
            any condition that is dangerous to the health and safety of persons in the Premises. In
            all other cases, at Tenant’s request, Landlord shall employ contractors or
            laborers at so-called overtime or other premium pay rates and incur any other costs or
            expenses in making any repairs, alterations, additions or improvements, provided that
            Tenant shall pay to Landlord an amount equal to the difference between the overtime or
            other premium pay rate and the regular pay rates for such labor and any other overtime
            costs or expenses incurred by Landlord. In addition, Landlord shall promptly repair and
            restore any of Tenant’s installations or improvements, fixtures, furnishings and
            equipment that may be damaged by Landlord or its agents during the course of any of
            Landlord’s repairs, alterations, additions or improvements to the Buildings or
            the repairs in the Premises.


            
            ARTICLE ELEVEN


            
            CLEANING CONTRACTOR  


            
            11.01     Throughout the
            Term of this Lease, Landlord shall arrange to clean the Premises (further provided,
            Tenant provides Landlord reasonable access to areas to be cleaned) substantially in
            accordance with the cleaning specifications set forth on Attachment B annexed hereto
            with a cleaning contractor hired by Landlord and at Landlord’s expense. Tenant
            shall keep the Premises in reasonably good order. Landlord’s cleaning is not
            required for: (A) tenant’s storage, preparation, service or consumption of food
            or beverages which shall be cleaned by Tenant and (B) those items caused by
            Tenant’s misuse or neglect of the Premises. Tenant understands and agrees that
            the cleaning contractor is an independent contractor and not an employee of Landlord.
            Tenant shall carry insurance in such limits as it deems proper to cover any loss,
            damage, destruction or theft of its and others possessions and property of whatever
            kind or description, including by way of example money, furniture, personal property,
            or equipment. Landlord agrees to (i) cooperate with Tenant in resolving problems or
            complaints regarding the cleaning service provided by Landlord for the Buildings, (ii)
            consult with Tenant and any other major tenant(s) in the Buildings prior to making any
            changes to the level of cleaning service or the cleaning service company, (iii) give
            due consideration to Tenant’s comments and recommendations regarding cleaning
            service issues, including the identity of the company providing cleaning services for
            the Buildings. In any event, Landlord shall not materially reduce the level of cleaning
            service for the Buildings below the level that exists as of the date of this
            Lease.


            
            ARTICLE TWELVE


            
            DESTRUCTION OF PREMISES


            
            12.01     In the event of
            a partial destruction of the Premises during the Term from fire or other casualty,
            Landlord shall, with reasonable diligence, repair, or cause to be repaired, the
            Buildings (but not including any alterations or improvements to the Premises made by
            Tenant), provided the repairs can be completed within nine (9) months after the date
            that Landlord’s insurance claim has been adjusted and collected (the
            “Maximum Restoration Period”). Within sixty (60) days after the date of a
            casualty which causes partial destruction Landlord shall deliver to Tenant
            Landlord’s estimate, as obtained from an independent contractor, of the amount of
            time needed to repair such damage. Any partial destruction shall neither annul nor void
            this Lease except that Tenant shall be entitled to a proportionate reduction of rent
            while the repairs are being made or during the period of time that Tenant is unable to
            use the Premises, or is unable to access the Premises, any proportionate reduction
            being based on the extent to which the making of repairs


             


            
            9


             

            
            

            

            or
            inability to use or access Premises shall interfere with the business carried on by
            Tenant in the Premises.


            
            12.02      In the event that (a) the repairs
            cannot be completed within the Maximum Restoration Period, or (b) the repairs cannot be
            made under the laws and regulations of the applicable governmental authorities or (c)
            less than two (2) years remain under the term of this Lease, this Lease may be
            terminated at the option of either party upon thirty (30) days written notice. In the
            event that the repairs can be completed within the Maximum Restoration Period but
            Landlord fails to complete the repairs within such period, and such additional time
            (not to exceed ninety (90) days) as necessitated by Force Majeure events, Tenant shall
            have the right to terminate this Lease upon thirty (30) days notice to
            Landlord.


            
            12.03      Should the Buildings in which the
            Premises are situated be destroyed to the extent of more than fifty percent (50%) of
            the replacement cost thereof, either party hereto may, within forty five (45) days
            after such destruction, elect to terminate this Lease, except Landlord shall not have
            the right to terminate this Lease in such instance if the Premises are not damaged and
            Tenant continues to have access to the Premises and the utilities serving the Premises.
            However, if in Landlord’s good faith reasonable judgment, Tenant’s
            occupancy of the Premises, after such a casualty, unreasonably interferes with the
            reconstruction of the Buildings, Landlord shall have the right to require Tenant to
            temporarily vacate the Premises during such period of the reconstruction as is
            necessary to allow Landlord to complete the reconstruction without the interference of
            Tenant’s occupancy. All rent shall abate during any period Tenant is required to
            vacate the Premises under this Section. If Landlord requires Tenant to temporarily
            vacate part of the Premises to allow Landlord to complete reconstruction, Tenant shall
            be entitled to a proportionate reduction of the rent while reconstruction proceeds. Any
            dispute as to whether Landlord is acting reasonably with respect to the requirement to
            have Tenant vacate the Premises under this Section 12.03 shall be settled by expedited
            arbitration under the rules of the American Arbitration Association. A total
            destruction of the Buildings in which the Premises are situated shall terminate this
            Lease. In the event that this Lease is terminated under this Article Twelve, then (i)
            this Lease and the term and estate hereby granted shall expire as of the date of
            termination as provided above with the same effect as if such date were the Expiration
            Date, (ii) the annual base rent and additional rent hereunder shall be apportioned as
            of such date, (iii) Landlord shall return to Tenant the security deposit in accordance
            with the provisions of Article Five (5), and (iv) notwithstanding anything to the
            contrary in this Lease, Tenant shall have no obligation to restore or remove any
            alterations in the Premises.


            
            12.04      Landlord will not carry insurance of
            any kind on Tenant’s Property or any Improvements made at Tenant’s sole
            cost and expense, and Landlord shall not be obligated to repair any damage thereto or
            replace the same.


            
            ARTICLE THIRTEEN


            
            CONDEMNATION


            
            13.01     If all or any
            part of the Premises is taken by eminent domain or condemnation proceedings, this Lease
            shall terminate on the date when the Premises shall be so taken, and the rent shall be
            apportioned as of that date. Landlord shall receive the total of any award as a result
            of eminent domain or condemnation proceedings. Nothing herein shall give Landlord any
            interest in or preclude Tenant from seeking and recovering for its own account from the
            condemning authority


             


            
            10


             

            
            

            

            any
            award of compensation attributable to the taking or purchase of Tenant’s personal
            property and moving expenses.


            
            ARTICLE FOURTEEN


            
            ASSIGNMENT AND SUBLEASE


            
            14.01     Tenant may,
            without the consent of Landlord, sell, convey, mortgage, assign, or otherwise transfer
            or encumber all or any part of Tenant’s interest in this Lease and sublet all or
            any part of the Premises.


            
            14.02     Provided that
            the subtenant or assignee has a minimum net worth of at least One Million and 00/100
            ($1,000,000) Dollars or has a credit rating that at or above a Moody’s Investor
            Services Rating of B3 or a Standard & Poor’s Rating of B-, Tenant’s
            subletting of the entire Premises or assignment of this Lease shall release
            Tenant’s liability and duty to pay rent and perform all of its other obligations
            hereunder. Provided that the subtenant has a minimum net worth of at least One Million
            and 00/100 ($1,000,000) Dollars, has a credit rating that at or above a Moody’s
            Investor Services Rating of B3 or a Standard & Poor’s Rating of B-,
            Tenant’s subletting of a portion of the Premises shall release Tenant’s
            liability and duty to pay rent and perform all of its other obligations hereunder with
            respect to the portion of the Premises that has been sublet. If the total amount of
            annual base rental, Electric Charges and additional rent for Operating Expenses and
            Taxes payable under any sublease, calculated on a per square foot basis (“Total
            Sublease Rent”) is less than the total amount payable therefor under this Lease,
            calculated on a per square foot basis (the “Total Lease Rent”), Tenant
            shall pay Landlord when the rent payments are due under this Lease the difference
            between the Total Lease Rent and the Total Sublease Rent multiplied by the number of
            square feet in the subleased premises. The acceptance of rent by Landlord from any
            person other than Tenant shall be a waiver by Landlord of Tenant’s obligation
            under this Lease.


            
            14.03     Nothing herein
            shall prohibit Landlord from assigning its rights, title and interests in this Lease.
            Furthermore, Landlord may assign this Lease to any party that has purchased the
            Buildings at any time upon notice to Tenant. In addition, nothing in this Lease is
            intended to prevent Landlord from collaterally assigning this Lease in connection with
            a financing or financings of the Buildings.


            
            14.04     Landlord
            acknowledges that Tenant intends to sublet the Premises in whole or part and/or to
            assign this Lease and agrees to cooperate with Tenant in those efforts. In the event
            that any prospective subtenant or assignee requires a longer term on this Lease that is
            being assigned or the proposed sublease, Landlord agrees to grant additional term on
            this Lease or to enter into a new lease for such longer term with the prospective
            subtenant or the prospective assignee on commercially reasonable terms and
            conditions.


            
            14.05     If Tenant
            assigns this Lease or subleases the entire Premises for the Term of this Agreement, the
            management agreement between Landlord and Tenant shall be terminated and the annual
            base rental shall be increased by $50,000, as provided in Section 4.01.


            
            ARTICLE FIFTEEN


            
            INSURANCE


            
            15.01     During the Term
            of this Lease, Tenant shall, at its sole cost and expense, provide the following
            insurance coverages:


             


            
            11


             

            
            

            

            
            (1)      Comprehensive
            General Liability (Broad Form) insurance against claims for bodily injury (including
            death), personal injury, premises-operations, contractual liability, and loss, damage
            or destruction of property in an amount not less than Three Million ($3,000,000)
            Dollars combined single limit (bodily injury and property damage liability).


            
                	
                             

                        	
                            
                            (2)

                        	
                            
                            Workers’ Compensation and Employer’s
                            Liability:

                        


            


            
                	
                         	
                        (A) 	
                         Employers compensation including Occupational Disease
                        coverage-statutory.
	
                             

                        	
                            
                            (B)

                        	
                            
                            Employer’s Liability, per occurrence, in the
                            amount of $500,000.

                        


            


            
            (3)      Automobile
            Liability, for owned, non-owned and hired vehicles in an amount not less than
            $3,000,000 combined single limit (bodily injury and property damage
            liability).


            
            (4)      Fire and
            extended coverage insurance (contents broad form) on Tenant’s personal property
            located in the Premises in amounts reasonably deemed adequate by Tenant to fully insure
            such personal property. To the extent permitted by law without affecting the coverage
            provided hereunder, Tenant waives any right to recover against Landlord for loss or
            damage of Tenant’s personal property.


            
            15.02     Tenant shall
            cause the policies of insurance set forth in Section 15.01 to be duly and properly
            endorsed by the insurance carrier as follows:


            
            (1)      Landlord,
            their respective officers, directors and employees shall be named as additional
            insureds on all insurance policies to the extent covered claims are caused by the
            Tenant’s negligence in connection with Tenant’s occupancy of the Premises,
            except Workers’ Compensation and fire and extended coverage insurance. Any
            acceptance of insurance certificates by Landlord shall in no way limit or relieve the
            Tenant of the duties and responsibilities assumed by Tenant in this Lease.


            
            (2)      The
            insurance set forth in Section 15.01 shall be rated not less than B+VIII by A. M. Best
            Company, Oldwick, New Jersey.


            
            (3)      The
            insurance set forth in Section 15.01 shall not be canceled, terminated, altered,
            changed, modified, or amended without endeavoring to give Landlord thirty (30) days
            advance written notice thereof.


            
            15.03     Within ten (10)
            days after execution of the Lease, Tenant shall furnish Landlord with certificates of
            insurance satisfactory to Landlord, evidencing that the aforesaid insurance, in the
            minimum limits set forth above, duly and properly endorsed, is in full force and
            effect.


            
            15.04     Tenant shall
            provide Landlord with certificates evidencing renewal policies at least prior to the
            expiration of each expiring policy.


            
            15.05     In the event
            Tenant fails to obtain any insurance as provided by in this Lease, Landlord shall have
            the right but not the obligation to obtain any such insurance and the cost thereof
            shall be paid by Tenant as additional rent with the first payment of rent which is due
            subsequent to Landlord’s


             


            
            12


             

            
            

            

            
            incurring such cost, and Landlord shall have all remedies to collect the
            same as rent as provided in this Lease and/or otherwise provided by law for the
            collection of rent.


            
            15.06.    (a)     
            Landlord agrees that during the Term of this Lease, it shall keep the
            Buildings and the non-tenant owned fixtures, appurtenances and equipment therein
            insured against damage and destruction with a special form, “all risk”
            insurance policy for the full replacement, subject to such reasonable deductible as
            Landlord determines (or if there is a mortgage or mortgages encumbering the Buildings,
            as determined by the holder of such mortgage) and Landlord agrees that it will include
            in its special form, “all risk” insurance policies covering the Buildings
            and the non-tenant owned fixtures, appurtenances and equipment therein appropriate
            clauses pursuant to which the insurance companies (i) waive all right of subrogation
            against Tenant, its servants, agents and employees with respect to losses payable under
            such policies, (ii) release Tenant, its servants, agents and employees from claims
            related to such losses and (iii) agree that such policies shall not be invalidated
            should the insured waive or release a claim in writing prior to a loss any or all right
            of recovery against any party for losses covered by such policies.


            
             (b)     Tenant
            agrees to include in its special form, “all risk” insurance policy or
            policies covering its furniture, furnishings, fixtures and other property removable by
            Tenant under the provisions of this Lease appropriate clauses pursuant to which the
            insurance company or companies (i) waive the right of subrogation against Landlord and
            its employees with respect to losses payable under such policy or policies, (ii)
            release Landlord and its employees from claims related to such losses, and (iii) agree
            that such policy or policies shall not be invalidated should the insured waive or
            release a claim in writing prior to a loss any or all right of recovery against any
            party for losses covered by such policy or policies.


            
            ARTICLE SIXTEEN


            
            INDEMNIFICATION


            
            16.01     Each Party
            (“Indemnitor”) hereto shall defend, indemnify and hold harmless the
            other Party hereto and its respective
            officers, directors and employees, (“Indemnified Parties”) from and against
            any and all claims, demands, losses, damages, lawsuits, expenses (including reasonable
            costs and reasonable attorney’s fees) or other liabilitiesfor bodily injury
            (including death) to any person and loss, damage or destruction of any property to the
            extent directly caused by any of the following:


            
            (1)       The
            Indemnitor’s negligence in connection with Indemnitor’s use or occupancy of
            the Premises;


            
            (2)       Failure
            of Indemnitor to comply with any requirements of any governmental authority;


            
            (3)       Any
            uncured material breach or default on the part of Indemnitor under this
            Lease,


            
            excluding any and all claims, demands, losses, damages, lawsuits,
            expenses (including reasonable costs and attorney’s fees), and/or other
            liabilitiesrelated in whole or in part to Indemnified Parties’ acts or omissions,
            negligent or otherwise.


             


            
            13


             

            
            

            

            
            16.02     In the event
            any action or proceeding is brought against an Indemnified Party by reason of any claim
            or demand referenced in Section 16.01, Indemnitor shall defend such action or
            proceeding at Indemnitor’s expense with counsel reasonably satisfactory to the
            Indemnified Parties.


            
            ARTICLE SEVENTEEN


            
            COMPLIANCE WITH LAWS


            
            17.01     Tenant shall,
            in the use and occupancy of the Premises, fully comply with all federal, state, and/or
            local laws, orders, rules and regulations related to the Premises and Tenant’s
            use thereof, including without limitation the Americans with Disabilities Act (the
            “ADA”); and with any lawful direction of any public officer or
            Landlord’s insurer, which shall impose any duty upon Tenant with respect to the
            Premises; and with any and all environmental laws, rules, and regulations (each of the
            foregoing collectively, “Requirements”) . Notwithstanding the preceding
            sentence, Tenant shall not be obligated to perform any Alterations necessary to comply
            with any Requirements, unless compliance shall be required by reason of (i) any cause
            or condition arising out of any alterations or installations in the Premises made by
            Tenant, or (ii) Tenant’s particular use, manner of use or occupancy on behalf of
            Tenant of the Premises (as opposed to mere office use), or (iii) any breach of any of
            Tenant’s covenants or agreements under this Lease. Tenant shall also comply with
            reasonable rules and regulations promulgated by Landlord with respect to the use and
            care of the Premises, the Buildings of which the Premises is a part, and the common
            areas.


            
            17.02     Owner shall
            comply with all Requirements applicable to the common areas of the Buildings, including
            the ADA, and any other Requirements applicable to the Buildings or the Premises for
            which Tenant is not obligated to comply with.


            
            ARTICLE EIGHTEEN


            
            SURRENDER


            
            18.01     At the
            expiration of the Term of this Lease, Tenant shall surrender the Premises broom clean
            and in as good condition as it was in at the commencement of the term hereof,
            reasonable wear and tear and damage due to casualty excepted.


            
            ARTICLE NINETEEN


            
            DEFAULT


            
            19.01     The occurrence
            of any of the following shall constitute an “event of default” by Tenant
            under this Lease:


            
            (1)       Any
            failure by Tenant to pay the rental within ten (10) business days after such rental is
            due, which remains unpaid for five (5) days after written notice of such failure is
            given by Landlord to Tenant.


            
            (2)       A
            failure by Tenant to observe and perform any provision, condition or covenant of this
            Lease where such failure continues for thirty (30) days after written notice by
            Landlord to Tenant, or if such default is of such a nature that it cannot with due
            diligence be completely remedied within said period of 30 days, if Tenant shall not,
            (i) within said 30 day period advise Landlord of Tenant’s intention duly to
            institute all steps necessary to


             


            
            14


             

            
            

            

            
            remedy such default, and (ii) duly institute within said 30 day period,
            and thereafter diligently and continuously prosecute to completion all steps necessary
            to remedy the same.


            
            (3)       The
            making by Tenant of a general assignment for the benefit of creditors; the filing
            against Tenant of a petition to have Tenant adjudged in bankruptcy which shall continue
            for thirty (30) days from the date of filing; the filing by Tenant of a petition to
            have Tenant adjudged a bankrupt or of a petition for reorganization or arrangement
            under any bankruptcy law; the appointment of a trustee or receiver to take possession
            of substantially all of Tenant’s assets or judicial seizure of substantially all
            of Tenant’s assets or of Tenant’s interest in this Lease.


            
            ARTICLE TWENTY


            
            REMEDIES


            
            20.01     If an event of
            default shall occur, then Landlord may give to Tenant a notice of intention to end the
            Term at the expiration of ten (10) days from the date of the service of such notice of
            intention, and upon the expiration of said ten (10) days this Lease and the term and
            estate hereby granted shall terminate with the same effect as if that day were the
            Expiration Date, but Tenant shall remain liable for damages as provided in this Article
            20.


            
            20.02     If an event of
            Tenant default occurs after expiration of the applicable cure period, Landlord and
            Landlord’s agents may immediately, or at any time after such default or after the
            date upon which this Lease and the Term shall terminate, re-enter the Premises or any
            part thereof, without notice, either by summary proceedings or by any other applicable
            action or proceeding, or otherwise in accordance with Requirements (without being
            liable to indictment, prosecution or damages therefor), and may repossess the Premises
            and dispossess Tenant and any other persons from the Premises and remove any and all of
            its or their property and effects from the Premises, without liability for damage
            thereto, to the end that Landlord may have, hold and enjoy the Premises and in no event
            shall re-entry be deemed an acceptance of surrender of this Lease.


            
            20.03     If this Lease
            shall terminate under the provisions of Section 20.01, or if Landlord shall re-enter
            the Premises under the provisions of this Section 20.02, then (a) Tenant shall
            thereupon pay to Landlord the basic annual rent and additional rent payable by Tenant
            to Landlord up to the time of such termination of this Lease, or of such recovery of
            possession of the Premises by Landlord, as the case may be, and shall also pay to
            Landlord damages as provided in Section 20.04, and (b) Landlord shall be entitled to
            retain all moneys, if any, paid by Tenant to Landlord, whether as advance rent or
            security, but such moneys shall be credited by Landlord against any base rent or
            additional rent due from Tenant at the time of such termination or re-entry. Landlord,
            shall use commercially reasonable efforts to relet the whole or any part or parts of
            the Premises from time to time, either in the name of Landlord or otherwise, to such
            tenant or tenants, for such term or terms ending before, on or after the Expiration
            Date, at such rental or rentals and upon such other conditions, which may include
            concessions and free rent periods, as Landlord in its sole discretion may determine.
            Landlord, at Landlord’s option, may make such repairs, improvements, alterations,
            additions, decorations and other physical changes in and to the Premises as Landlord,
            in its sole discretion, considers advisable or necessary in connection with any such
            reletting or proposed reletting, without relieving Tenant of any liability under this
            Lease or otherwise affecting any such liability.


             


            
            15


             

            
            

            

            
            20.04     If this Lease
            shall terminate as provided in Article 19, or by or under any summary proceeding or any
            other action or proceeding, or if Landlord shall re-enter the Premises as provided in
            this Article, or by or under any summary proceeding or any other action or proceeding,
            then, in any of said events:


            
            (a)    Tenant shall pay to
            Landlord all rent to the date upon which this Lease shall have been terminated or to
            the date of re-entry upon the Premises by Landlord, as the case may be;


            
            (b)    Landlord shall be
            entitled to retain all monies, if any, paid by Tenant to Landlord, whether as advance
            rent, security or otherwise, but such monies shall be credited by Landlord against any
            rent due at the time of such termination or re-entry or, at Landlord’s option,
            against any damages payable by Tenant;


            
            (c)    Tenant shall be liable
            for and shall pay to Landlord, as damages, any deficiency between the rent payable
            hereunder for the period which otherwise would have constituted the unexpired portion
            of the Term (conclusively presuming the Additional Rent to be the same as was payable
            for the year immediately preceding such termination or re-entry) and the net amount, if
            any, of rents (“Net Rent”) collected under any reletting for any part of
            such period (first deducting from the rents collected under any such reletting all of
            Landlord’s actual and reasonable expenses in connection with the termination of
            this Lease or Landlord’s re-entry upon the Premises and in connection with such
            reletting including all repossession costs, brokerage commissions, legal expenses,
            alteration costs and other expenses of preparing the Premises for such
            reletting);


            
            (d)    Any deficiency in
            accordance with subdivision (c) above shall be paid in monthly installments by Tenant
            on the days specified in this Lease for the payment of installments of Fixed Rent.
            Landlord shall be entitled to recover from Tenant each monthly deficiency as the same
            shall arise and no suit to collect the amount of the deficiency for any month shall
            prejudice Landlord’s right to collect the deficiency for any prior or subsequent
            month by a similar proceeding. Alternatively, suit or suits for the recovery of such
            deficiencies may be brought by Landlord from time to time at its election;
            and


            
            (e)     In no event shall Tenant be entitled (i) to
            receive any excess of any Net Rent under subdivision (c) over the sums payable by
            Tenant to Landlord hereunder or (ii) in any suit for the collection of damages pursuant
            to this Section, to a credit in respect of any Net Rent from a reletting except to the
            extent that such Net Rent is actually received by Landlord prior to the commencement of
            such suit. If the Premises or any part thereof should be relet in combination with
            other space, then proper apportionment on a square foot area basis shall be made of the
            rent received from such reletting and the expenses of reletting.


            
            20.05 A. If this Lease be terminated as provided in Article 19, or by or
            under any summary proceeding or any other action or proceeding, or if Landlord shall
            re-enter the Premises, Tenant covenants and agrees, notwithstanding anything to the
            contrary contained in this Lease:


             


            
            16


             

            
            

            

            
            (a)    That the Premises shall
            be, upon such earlier termination or re-entry, in the same condition as that in which
            Tenant has agreed to surrender them to Landlord on the Expiration Date;


            
            (b)    That Tenant, on or
            before the occurrence of any event of default hereunder, shall have performed every
            covenant contained in this Lease for the making of any Improvement to the Premises or
            for repairing any part thereof; and


            
            (c)    That, for the breach of
            either Subdivision (a) or (b) of this Subsection, or both, Landlord shall be entitled
            immediately, without notice or other action by Landlord, to recover, and Tenant shall
            pay, as and for agreed damages therefor, the then cost of performing such covenants,
            plus interest thereon at the Interest Rate for the period between the date of the
            occurrence of any event of default and the date when any such work or act, the cost of
            which is computed, should have been performed under the other terms of this Lease had
            such event of default not occurred.


            
             B.    Each and every
            covenant contained in this Section shall be deemed separate and independent, and not
            dependent on any other term of this Lease for the use and occupation of the Premises by
            Tenant, and the performance of any such term shall not be considered to be rent or
            other payment for the use of said Premises. It is understood that the consideration for
            the covenants in this Section is the making of this Lease, and the damages for failure
            to perform the same shall be in addition to and separate and independent of the damages
            accruing by reason of default in observing any other term of this Lease.


            
            Nothing herein contained shall be construed as limiting or precluding
            the recovery by Landlord against Tenant of any sums or damages to which, in addition to
            the damages particularly provided above, Landlord may lawfully be entitled by reason of
            any default hereunder on the part of Tenant.


            
            Each right of Landlord provided for in this Lease shall be cumulative
            and shall be in addition to every other right provided for in this Lease or now or
            hereafter existing at law or in equity, by statute or otherwise, and the exercise or
            beginning of the exercise by Landlord of any one or more of such rights shall not
            preclude the simultaneous or later exercise by Landlord of any or all other rights
            provided for in this Lease or now or hereafter existing at law or in equity, by statute
            or otherwise.


            
            20.06     Despite
            Landlord’s re-entry, Tenant shall remain liable for all of its obligations under
            this Lease, and Landlord shall use commercially reasonable efforts to re-rent the
            Premises. To the extent permitted under applicable Requirements, Tenant waives any
            legal requirement for notice of intention to reenter and any right of
            redemption.


            
            20.07     All remedies
            available to Landlord at law or in equity shall be in addition to those provided
            hereunder. All such remedies shall be cumulative and concurrent, and shall survive
            termination of this Lease. No termination or re-entry by Landlord shall deprive
            Landlord of any such remedies or actions.


             


            
            17


             

            
            

            

            
            ARTICLE TWENTY-ONE


            
            SUBORDINATION & ATTORNMENT


            
            21.01     This Lease is
            subject and subordinate at all times to the lien of existing and future mortgages on
            the Buildings and the Premises (“Superior Mortgage”); provided, however,
            that as a condition to such subordination, the holder of any such Mortgage shall enter
            first into a written agreement with Tenant in recordable form to the effect that: in
            the event of foreclosure or other action taken under the Superior Mortgage by the
            holder thereof, this Lease and the rights of Tenant hereunder shall not be disturbed
            but shall continue in full force and effect so long as Tenant shall not be in default
            hereunder beyond any applicable grace or notice period, and b. such holder shall permit
            insurance proceeds and condemnation proceeds to be used for any restoration and repair
            required by this Lease.


            
            21.02     If
            Landlord’s or Landlord’s mortgagee or their successor or any successor
            succeeds to Landlord’s interests under this Lease, whether voluntarily or
            involuntarily, the Tenant shall attorn to such person or entity and recognize such
            person or entity as Landlord under this Lease.


            
            ARTICLE TWENTY-TWO


            
            LANDLORD'S EXONERATION


            
            22.01     Landlord shall
            not be liable for any personal injury or property damage (including without limitation
            for damage to Tenant’s vehicles or vehicles in Tenant care, control or custody)
            to Tenant or its officers, employees, and invitees irrespective of how such injury or
            damage may be caused, whether from action of the elements or acts of Landlord or
            occupants of adjacent properties, except when caused by the negligence or intentional
            misconduct of Landlord.


            
            22.02     Landlord shall
            not be liable for any personal injury or property damage to Tenant or its officers,
            employees, and invitees irrespective of how such injury or damage may be caused,
            whether from action of the elements or acts of Landlord or occupants of adjacent
            properties, except when caused by the negligence or intentional misconduct of
            Landlord.


            
            ARTICLE TWENTY-THREE


            
            NOTICES


            
            23.01     All notices,
            demands, requests, consents, approvals or other communications (for the purpose of this
            Section collectively called “Notices”) required or permitted to be given
            hereunder or which are given with respect to this Lease shall be in writing and shall
            be sent by tested telex, by registered or certified mail, return receipt requested,
            postage prepaid or nationally recognized overnight courier or personal delivery made
            with evidence of delivery or receipt obtained on a business weekday, addressed as
            follows:


             


            
            18


             

            
            

            

            
            TO LANDLORD:


            
                	
                            
                             

                        	
                            
                             

                        
	
                            
                            Jong B. Lim

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            13 Wildwood Road

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            Saddle River, NJ 07458

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            201-694-5761 (tel)

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            JongL62614@aol.com
                            (email)

                        	
                            
                             

                        
	
                            
                            and

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            Jin Lee, Esq.

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            460 Bergen Blvd. #203

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            Palisades Park, NJ 07650

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            201-585-7011 (tel)

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            201-585-7033 (fax)

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            LeeparkLLC@hotmail.com
                            (email)

                        	
                            
                             

                        
	
                            
                            TO TENANT

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            Butler of New Jersey Realty Corp.

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            110 Summit Avenue

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            Montvale, New Jersey 07645

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            Attn: Richard S. Paras, Esq., Asst. Secretary

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            and

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            Robert S. Moran, Esq.

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            Corporate Counsel

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            McBreen & Kopko, Esqs.

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            110 Summit Avenue

                        	
                            
                             

                        
	
                         	
                         
	
                            
                            Montvale, NJ 07645

                        	
                            
                             

                        


            


             


            


            
            19


             

            
            

            

            or
            such other address as such party shall have specified most recently by like Notice.
            Notice mailed as provided herein shall be deemed given on the third New Jersey business
            day following the date so mailed. Notices may be given by either party’s
            counsel.


            
            ARTICLE TWENTY-FOUR


            
            ESTOPPEL CERTIFICATE


            
            24.01     Tenant shall
            from time to time, within ten (10) business days after request by Landlord, execute and
            deliver to Landlord or any other person designated by Landlord an estoppel certificate,
            in form reasonably satisfactory to Landlord, which certifies: (a) that this Lease is
            unmodified and in full force and effect (or, if there have been modifications,
            describes them) (b) the expiration date of the Lease Term and that there are no
            agreements with Landlord to extend or renew the Lease Term or to permit any holding
            over (or if there are any such agreements, describes them and specifies the periods of
            extension or renewal) (c) the date through which the Base Rent and additional rent have
            been paid (d) that to the best knowledge of the signer of the certificate Landlord is
            not in default in the performance of any of its obligations under this Lease (or, if
            there are any such defaults, describes them) (e) that Tenant is not entitled to any
            credits, offsets, defenses or deductions against payment of the rent hereunder (or, if
            they exist, describes them) and (f) to the best knowledge of the signer of the
            certificate such other information concerning this Lease or Tenant as Landlord or any
            other person designated by Landlord shall reasonably request. An estoppel certificate
            issued by Tenant pursuant to this Article shall be a representation and warranty by
            Tenant who may be relied on by Landlord and by others with whom Landlord may be
            dealing, regardless of independent investigation.


            
            24.02     Landlord shall
            from time to time, within ten (10) business days after request by Tenant, execute and
            deliver to Tenant or any other person designated by Tenant, in connection with a
            sublease, assignment, Permitted Transfer or any financing or audit of Tenant’s
            business, an estoppel certificate, in form reasonably satisfactory to Tenant, which
            certifies: (a) that this Lease is unmodified and in full force and effect (or, if there
            have been modifications, describes them) (b) the expiration date of the Lease Term and
            any options to extend or renew the Lease Term (if any), (c) the date through which the
            base rent and additional rent have been paid, (d) that to the best knowledge of the
            signer of the certificate Tenant is not in default in the performance of any of its
            obligations under this Lease (or, if there are any such defaults, describes them) and
            (d) to the best knowledge of the signer of the certificate such other information
            concerning this Lease or Landlord as Tenant or any other person designated by Tenant
            shall reasonably request. An estoppel certificate issued by Landlord pursuant to this
            Article shall be a representation and warranty by Landlord who may be relied on by
            Tenant and by others with whom Tenant may be dealing. Landlord shall furnish to Tenant
            an agreement for the benefit of Tenant’s lenders, from time to time,
            acknowledging that Landlord’s rights with respect to Tenant’s property are
            subordinate to any existing or future rights of Tenant’s lenders under agreements
            between Tenant and its lenders.


            
            ARTICLE TWENTY-FIVE


            
            SIGNS


            
            25.01     Tenant shall
            not place or erect any signs of any nature on (i) any part of the Premises that is
            visible from the outside of the Buildings, (ii) the Buildings or sidewalk adjoining the
            Buildings, or (iii) on any part of Landlord’s property surrounding the Buildings,
            provided, however, that Landlord


             


            
            20


             

            
            

            

            
            shall permit Tenant, its assignees and subtenants to place a directory
            type sign, consistent with the other signs in the Buildings, near the entrance doors to
            the Premises and in the Buildings’ lobby. The size, location, colors, materials,
            and style of any sign shall be subject to Landlord’s right of approval in its
            sole but reasonable discretion.


            
            ARTICLE TWENTY-SIX


            
            QUIET ENJOYMENT


            
            26.01     Landlord
            covenants that if and so long as Tenant is not in default under this Lease beyond the
            expiration of any notice and cure period, Tenant shall peaceably and quietly have, hold
            and enjoy the Premises for the Term of this Lease subject to the provisions of this
            Lease.


            
            ARTICLE TWENTY-SEVEN


            
            [Intentionally
            blank]


            
            ARTICLE TWENTY-EIGHT


            
            RIGHT TO NOTIFICATION


            
            28.01     Subject to any
            superior rights that exist on the date hereof in favor of any existing tenant in the
            Buildings (but not future tenants), Tenant shall have a right of first offer on any
            non-de minimus rentable office space within the Buildings becoming available for lease
            to a third party (“Offer
            Space”). Landlord’s notice to Tenant (the
            “Offer Notice”) shall
            include a floor plan of the Offer Space, the rentable square footage of the Offer
            Space, and any other financial terms of Landlord’s offer. Base rental for the
            Offer Space shall be equal to the base rental payable for the Premises on a per
            rentable square foot basis. Landlord may not send an Offer Notice to Tenant more that
            nine months in advance of the date Landlord anticipates such Offer Space being
            available, or less than thirty (30) days in advance of the date Landlord anticipates
            such Offer Space being available. The Offer Space shall have a term ending on the
            Expiration Date and shall be subject to the Renewal Term hereunder. Tenant shall
            forfeit its right to lease the Offer Space that is the subject of a valid Offer Notice
            if it does not accept the offer to lease such Offer Space within 15 days after receipt
            of a valid Offer Notice that meets the terms and conditions set forth herein. TIME IS
            OF THE ESSENCE with respect to Tenant’s acceptance of the Offer
            Notice.


            
            ARTICLE TWENTY-NINE


            
            OPTION TO RENEW


            
            29.01     Provided Tenant
            is not then in default beyond all notice and cure period hereunder, Tenant shall have
            one (1) option to renew this Lease for an additional period of five (5) years (the
            “Renewal Term”). Base rental for such additional period shall be at 95% of
            the fair market value rental at the time of the renewal. Tenant’s option shall
            expire if Tenant fails to notify Landlord of its decision to renew no later than nine
            (9) months in advance of the expiration of the initial Term of this Lease. Such
            extension shall be on the same terms, covenants and conditions provided for in the
            original Term except for this section, and except that the base rental and escalations
            during any option term shall be determined as follows: If Tenant exercises the option
            to review, Landlord and Tenant shall have a one (1) month period during which to
            negotiate the new base rental and escalations. If both parties cannot agree on a new
            base rental and escalations then the new base rent and escalations


             


            
            21


             

            
            

            

            
            shall be at 95% of the fair market rental then in effect on
            substantially equivalent properties, of substantially equivalent size, in equivalent
            areas (but not less than the rental rate specified in this Lease). In the event that
            Landlord and Tenant cannot agree on a new fair market base rental and escalations for
            the Renewal Term within eight (8) months prior to the first day of the Renewal Term
            then the same shall be determined as follows. Landlord shall notify Tenant of
            Landlord’s determination of the fair market base rental, which shall constitute
            the maximum that Landlord can claim is the fair market base rental of the Premises for
            the Renewal Term in any arbitration thereof (“Landlord’s Maximum
            Determination”). Within 30 days after Landlord shall have given Tenant
            Landlord’s Maximum Determination, Tenant shall notify Landlord whether Tenant
            disputes Landlord’s Maximum Determination and, if Tenant disputes
            Landlord’s Maximum Determination, Tenant shall set forth in such notice
            Tenant’s good faith determination of the fair market base rental of the Premises
            for the Renewal Term, which shall constitute the minimum that Tenant can claim is the
            fair market base rental for the Premises for the Renewal Term in any arbitration
            thereof (“Tenant’s Minimum Determination”).


            
            29.02.     If Tenant disputes Landlord’s
            determination of fair market base rental, and Landlord and Tenant fail to agree as to
            the amount thereof within 30 days after the giving of Tenant’s notice, then the
            dispute shall be resolved by arbitration as set forth below. If the dispute shall not
            have been resolved on or before the first day of the Renewal Term, then pending such
            resolution, Tenant shall pay, as base rental for the Renewal Term, an amount equal to
            one-half the sum of Landlord’s Maximum Determination and Tenant’s Minimum
            Determination. If such resolution shall be in favor of Tenant, then within 30 days
            after the final determination of fair market base rental, Landlord shall refund to
            Tenant any overpayment and if such resolution shall be in favor of Landlord, Tenant
            shall promptly pay to Landlord any underpayment. Any dispute as to fair market base
            rental shall be determined as follows. A real estate broker specializing in office
            leasing, and licensed in New Jersey and having at least ten (10) years experience
            leasing commercial office buildings in New Jersey (the “Baseball
            Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If
            Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same
            shall be designated by the American Arbitration Association (“AAA”). The
            Baseball Arbitrator selected by the parties or designated by the AAA shall not have
            been employed by Landlord or Tenant during the previous ten (10) year period. Landlord
            and Tenant shall each submit to the Baseball Arbitrator and to the other its
            determination of the fair market base rental for the Renewal Term, as set forth above.
            The Baseball Arbitrator shall determine which of the two rent determinations more
            closely represents the fair market base rental for the Renewal Term, taking into
            account all relevant factors, whether favorable to Landlord or Tenant. The Baseball
            Arbitrator may not select any other rental value for the Renewal Term other than one
            submitted by Landlord or Tenant. The determination of the Baseball Arbitrator shall be
            binding upon Landlord and Tenant and shall serve as the base rental payable for the
            Renewal Term. After the base rental payable for the Renewal Term has been determined,
            the parties shall execute and deliver an instrument setting forth same, but the failure
            to so execute and deliver any such instrument shall not affect the determination of
            such base rental in accordance with this Article 29.


            
            Notwithstanding anything to the contrary contained in this Lease, the
            Base rental during the Renewal Term shall not be less than the Base rental for the
            period immediately preceding the Renewal Term.


             


            
            22


             

            
            

            

            
            ARTICLE THIRTY


            
            ADDITIONAL RENT


            
                	
                            
                            30.01

                        	
                            
                            The Tenant shall also pay to the Landlord
                            “additional rent,” as hereinafter provided.

                        


            


            
            For purposes of calculating the Operating Expenses for the Expense Base
            Year only, the Operating Expenses will be grossed up to an amount that reflect that all
            of the rentable areas of the Buildings (including the rentable areas of the lower
            level) are at no less than 95% occupancy.


            
            Definitions. For the purposes of this Lease, the parties have agreed
            that:


            
            (1)     The term
            “Taxes” shall mean the total amount of real estate taxes now or hereinafter
            assessed or imposed against the Buildings. “Taxes” shall not include
            income, gift, inheritance or estate taxes nor shall it include any transfer or excise
            tax imposed in the transfer of any interest in the Buildings or the land or income,
            franchise or “value added” tax.


            
                	
                             

                        	
                            
                            (2)

                        	
                            
                            The term “Tax Base Year” shall mean the
                            calendar year 2007.

                        


            


            
            (3)     The term
            “Operating Expenses” shall mean the total amount of all expenses charged
            to, paid by or incurred by the Landlord in the management, repair, servicing and
            operation of the Buildings, including without limitation maintenance and repair costs,
            steam, snow removal, landscaping, electricity, water, water rates, frontage charges,
            sewer rents, fuel, air conditioning, insurance, labor costs, window cleaning, lighting,
            janitorial services, cafeteria (if any), and all other expenses of operation,
            maintenance and repair of real property. Notwithstanding the foregoing, Operating
            Expenses shall not include tenant electricity, which shall be included as a separate
            cost to Tenant. In addition, Operating Expenses shall not include the items listed an
            Attachment C annexed hereto.


            
                	
                             

                        	
                            
                            (4)

                        	
                            
                            The term “Expense Base Year” shall mean the
                            calendar year 2007.

                        


            


            
            (5)     “Tenant’s
            Proportionate Share” shall mean the percentage calculated by dividing the
            rentable area contained in the Premises (exclusive of the Basement Storage Premises) of
            Eleven Thousand Five Hundred Sixty-One (11,561) square feet by one hundred (100%)
            percent of the rentable square foot area of the Buildings which is eighty four thousand
            two hundred eighty one (84,281) square feet. Tenant’s “Proportionate
            Share” percentage has been established as 13.72% percent.


            
            (6)     Taxes. If the
            Taxes in any year subsequent to the Tax Base Year shall be greater than the Taxes in
            the Tax Base Year, the Tenant shall pay to the Landlord the Tenant’s
            Proportionate Share of the increased Taxes for such subsequent year over the Taxes of
            the Tax Base Year.


            
            (7)     Operating
            Expenses. If the Operating Expenses in any year subsequent to the Expense Base Year
            shall be greater than the Operating Expenses in the Expense Base Year, the Tenant shall
            pay to the Landlord as additional rent an amount equal to Tenant’s


             


            
            23


             

            
            

            

            
            Proportionate Share of the increase in Operating Expenses for such
            subsequent year over the Operating Expenses of the Expense Base Year.


            
            (8)     Payment. In order
            to provide for current payments on account of any increases in Taxes and Operating
            Expenses over the 2007 Base Year commencing on January 1, 2008 Tenant agrees, at
            Landlord’s request, to pay, as additional rent, Tenant’s estimated share
            due for the ensuing twelve (12) months, as reasonably estimated by Landlord from time
            to time, in twelve (12) monthly installments, each in an amount equal to 1/12th of
            Tenant’s share so estimated by Landlord commencing on the first day of the month
            following the month in which Landlord notifies Tenant of the amount of Tenant’s
            estimated share. Landlord reserves the right to make such estimates of the
            Tenant’s share of the Operating Expenses and Taxes or to change its estimates at
            any time during the Term of the Lease within. Within ninety (90) days after the end of
            each calendar year during the Term of this Lease, commencing with calendar year 2007,
            Landlord shall deliver to Tenant a statement of the actual Operating Expenses and Taxes
            for such calendar year (“Landlord’s Statement”). Landlord’s
            Statement shall contain a reasonable number of categories of Operating Expenses such
            that Tenant can reasonably determine the categories of Operating Expenses that
            increased (or decreased) from the prior calendar year (i.e., insurance, janitorial,
            natural gas,). If, as finally determined, Tenant’s share shall be more than the
            aggregate of all installments so paid on account of Tenant to the Landlord for such
            twelve (12) month period, then Tenant shall pay to Landlord the amount of such
            underpayment. If Tenant’s share is less than the aggregate of all installments so
            paid on account of Tenant to the Landlord for such twelve (12) month period, then
            Landlord shall apply the excess as a credit against the additional rent due the
            following year unless such excess is due after the expiration or termination of this
            Lease in which event Landlord shall promptly refund such excess amount to Tenant.
            Provided that Tenant is not then in monetary default beyond the expiration of all
            notice and cure periods, Tenant (or auditors designated by Tenant) shall have the
            right, for the 180 day period after the delivery of Landlord’s Statement, during
            regular business hours, to audit Landlord’s books and records to verify the
            Operating Expenses, Taxes and Landlord’s calculation of Tenant’s
            Proportionate Share of the Operating Expenses and Taxes. Tenant shall have the right to
            audit the Expense Base Year during the first time Tenant performs and audit under this
            Article. The obligation of Tenant with respect to the payment of such additional rent
            shall survive the termination of this Lease. Any payment made pursuant to this
            subparagraph shall be made without prejudice to any right of the Landlord to correct
            any item(s) as billed pursuant to the provisions hereof. Except as set forth in
            Paragraph (10) below, failure by Landlord to make such estimates of increase in
            Tenant’s share during the Term of this Lease shall not constitute a waiver by
            Landlord of its right to require or collect the increase in additional rent.


            
            (9)     After Landlord
            shall have given Tenant access to Landlord’s books and records Tenant may file a
            written exception with Landlord to any of the Operating Expenses or Taxes, including
            those for the Base Expense Year or Tax Base Year. If Landlord and Tenant do not agree
            to resolve any dispute with respect to Tenant’s written exception within thirty
            (30) days of Landlord’s receipt, the parties shall submit the dispute to binding
            arbitration before a reputable firm of independent certified public accountants chosen
            jointly by Landlord and Tenant to be paid for equally by Landlord and Tenant except
            that if the arbitrator’s award finds that Landlord overstated Operating
            Expenses


             


            
            24


             

            
            


            

            

            
            payable by Tenant by more than five (5%) percent, then Landlord shall be
            responsible for the fees of the arbitrator and the reasonable charges of Tenant’s
            auditor.


            
            (10)     If Landlord
            shall have failed to render a Landlord’s Statement with respect to any calendar
            year for a particular item or items within twenty four (24) months after the end of the
            applicable calendar year, Landlord may not then attempt to charge Tenant for such item
            or items and Tenant shall not be obligated to make any further Operating Expense or Tax
            payment with respect to such calendar year with respect thereto.


            
            ARTICLE THIRTY-ONE


            
            MISCELLANEOUS PROVISIONS


             


            
            31.01     This Lease
            shall be governed by, construed, and enforced in accordance with the laws of the State
            of New Jersey, which courts shall have exclusive jurisdiction over any disputes arising
            from or related to the terms hereof.


            
            31.02     Both parties
            agree that the state courts of New Jersey shall have exclusive jurisdiction in any
            controversy relating to or arising out of this Lease.


            
            31.03     In the event
            Landlord or Tenant institutes an action or proceeding against the other party under
            this Lease, the prevailing party shall be entitled to recover its reasonable
            attorneys’ fees, interest, court costs and disbursements in connection with such
            action or proceeding.


            
            31.04     In construing
            this Lease, feminine or neuter pronouns shall be substituted for those masculine in
            form and vice versa, and plural terms shall be substituted for singular and singular
            and plural in any place in which the context so requires.


            
            31.05     The provisions
            of this Lease shall be binding on and inure to the benefit of the parties, successors
            and permitted assigns.


            
            31.06     Nothing
            contained in this Lease shall be deemed or construed to create the relationship of
            principal and agent or of partnership or of joint venture or of any association
            whatsoever between Landlord and Tenant, it being expressly understood and agreed that
            neither the computation of rent nor any other provisions contained in this Lease nor
            any act or acts of the parties hereto shall be deemed to create any relationship
            between Landlord and Tenant other than the relationship of landlord and
            tenant.


            
            31.07     The titles of
            the Articles and Sections throughout this Lease are for convenience of reference only,
            and the words contained therein shall in no way be held to explain, modify, amplify or
            aid in the interpretation, construction or meeting of the provisions of this
            instrument.


            
            31.08     All
            negotiations, considerations, representations and understandings between the parties,
            whether written or oral, are incorporated in this Lease, and Tenant acknowledges that
            Landlord has made no representations or promises with respect to the Premises except as
            may be expressly set forth herein.


             


            
            25


             

            
            

            

            
            31.09     This Lease
            contains all of the agreements and representations between the parties. None of the
            terms of this Lease shall be waived, modified, or changed to any extent except by a
            written instrument signed and delivered by both parties.


            
            31.10     If any term or
            provision of this Lease or the application thereof to any person or circumstance shall
            to any extent be invalid or unenforceable, the remainder of this Lease or the
            application of such term or provision to persons or circumstances other than those as
            to which it is held invalid or unenforceable shall not be affected thereby, and each
            term and provision of this Lease shall be valid and enforceable to the fullest extent
            permitted by law.


            
            31.11     Square footage used herein is
            approximate and no claim or liability will exist if the square footage referenced
            herein is immaterially different than expressed herein.


            
            ARTICLE THIRTY-TWO


            
            STORAGE SPACE  


            
            32.01      During the Term of this Lease Tenant
            shall continue to have the right to use the Basement Storage Space at no additional
            cost. Said space shall not constitute rentable area square footage for purposes of
            Article Thirty.


            
            ARTICLE THIRTY-THREE


            
            BROKERS


            
            33.01      Landlord represents that it has
            dealt with no broker or brokers and Tenant represents that it has dealt with no broker
            or brokers, in connection with the negotiation, execution and delivery of this Lease.
            Each party shall defend, indemnify and hold harmless the other party from and against
            any claims or demands arising from the inaccuracy of any statement in this
            Section.


            
            IN WITNESS WHEREOF THE PARTIES HERETO have
            executed this Lease the date and year first above written.


             


            
                	
                            
                            LANDLORD:

                        	
                            
                             

                        	
                            
                            TENANT:

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                            Butler Services, Inc.

                        	
                            
                             

                        
	
                        	
                        	
                        	
                        
	
                         	
                         	
                         	
                         
	
                         	
                         	
                         	
                         
	
                            
                            BY:

                        	
                            
                                
                                 

                            

                        	
                            
                            BY:

                        	
                            
                                
                                 

                            

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            TITLE:

                        	
                            
                                
                                 

                            

                        	
                            
                            TITLE:

                        	
                            
                                
                                 

                            

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                        	
                        	
                        	
                        	
                        	
                        	
                        


            


             


            
            26


             

            
            

            

            
            Attachment A


            
            Floor Plan Showing the Premises