ex-10_40.htm


    
      
        TBS
INTERNATIONAL LIMITED & SUBSIDIARIES                      EXHIBIT
10.40

         

      

       

       

       

      LEASE
OF REAL PROPERTY

      


      FROM

      


      JOSEPH
E. ROYCE, Landlord

      


      to

      


      TBS
SHIPPING SERVICES INC., Tenant

      _______________________________________________________________________

      


      


      


      


      DATED:                      January
1, 2008

      


      PREMISES:                612
East Grassy Sprain Road

                  Yonkers, New York
10710

      
 

      


      


      


      


      


      


      CITY OF
YONKERS

      COUNTY OF
WESTCHESTER

      SECTION:

      BLOCK:

      LOT:

      


    

     

     

     

     

     

    1.        Property [INSERT PAGE NUMBER]

    1.1.  Tenant’s Due
Diligence Contingency [INSERT PAGE
NUMBER]

    2.        Lease
Term [INSERT PAGE
NUMBER]

    3.        Rent [INSERT PAGE NUMBER]

    3.1.1           Fixed
Rent [INSERT PAGE
NUMBER]

    3.1.2           Additional
Rent [INSERT PAGE
NUMBER]

    3.1.3           Rent
Abatement [INSERT PAGE
NUMBER]

    4.        Condition
of Property. [INSERT PAGE NUMBER]

    4.1  Readying the
Property and Building for the Tenant [INSERT PAGE NUMBER]

    4.2  Tenant’s
Work [INSERT PAGE
NUMBER]

    5.        Landlord
Representations as Inducement To Tenant to Sign This Lease [INSERT PAGE NUMBER]

    5.1  Formation [INSERT PAGE NUMBER]

    5.2  Power and
Authority [INSERT PAGE
NUMBER]

    5.3  Due
Authorization [INSERT PAGE
NUMBER]

    5.4  Consent and
Compliance [INSERT PAGE
NUMBER]

    5.5  Solvency [INSERT PAGE NUMBER]

    5.6  Record
Title [INSERT PAGE
NUMBER]

    5.7  Condition of
Title [INSERT PAGE
NUMBER]

    5.8  Matters of
Survey [INSERT PAGE
NUMBER]

    5.9  Separate
Parcels [INSERT PAGE
NUMBER]

    5.10.   Public
Access [INSERT PAGE
NUMBER]

    5.11           Condition
of Building and Improvements [INSERT
PAGE NUMBER]

    5.12           Public
Utilities [INSERT PAGE
NUMBER]

    5.13  Compliance
Issues [INSERT PAGE
NUMBER]

    5.14    Zoning [INSERT PAGE NUMBER]

    5.15           Flood and
Inland Wetland Zones [INSERT PAGE
NUMBER]

    5.16           Legal
Compliance [INSERT PAGE
NUMBER]

    5.17           Litigation [INSERT PAGE NUMBER]

    5.18  Compliance [INSERT PAGE NUMBER]

    5.19           Hazardous
Materials/Underground Tanks [INSERT PAGE
NUMBER]

    6.        Transfer of
Interest [INSERT PAGE
NUMBER]

    7.        Maintenance
and Repair Obligations [INSERT PAGE
NUMBER]

    8.          Insurance [INSERT PAGE NUMBER]

    9.        Services
and Utilities [INSERT PAGE
NUMBER]

    10.
        Casualty [INSERT PAGE NUMBER]

    11.
        
Condemnation [INSERT PAGE
NUMBER]

    12.        Compliance
with Law [INSERT PAGE
NUMBER]

    13.        Use [INSERT PAGE NUMBER]

    14.           Mechanics
Liens [INSERT PAGE
NUMBER]

    15.          Signage [INSERT PAGE NUMBER]

    16.          Communications [INSERT PAGE NUMBER]

    17.
        
Dumpster [INSERT PAGE
NUMBER]

    18.          Surrender [INSERT PAGE NUMBER]

    19.          Landlord’s
Lien [INSERT PAGE
NUMBER]

    20.          Subordination
of Lease [INSERT PAGE
NUMBER]

    21.
        
Estoppels [INSERT PAGE
NUMBER]

    22.
         Quiet
Enjoyment [INSERT PAGE
NUMBER]

    23.          Hazardous
Materials [INSERT PAGE
NUMBER]

    24.          Tenant
Default [INSERT PAGE
NUMBER]

    25.
         Landlord
Default [INSERT PAGE
NUMBER]

    26.          Notices [INSERT PAGE NUMBER]

    27.
        Holding
Over [INSERT PAGE
NUMBER]

    28.          Broker [INSERT PAGE NUMBER]

    29.          Notice of
Lease [INSERT PAGE
NUMBER]

    30.          Waiver of
Jury Trial [INSERT PAGE
NUMBER]

    31.           Assignment
and Subletting [INSERT PAGE
NUMBER]

    32.          Leasehold
Mortgages [INSERT PAGE
NUMBER]

    33.        Miscellaneous [INSERT PAGE NUMBER]

    


    


    LEASE

    


    THIS LEASE ("Lease") has been entered into
as of January 1, 2008, between Joseph E. Royce, an individual whose address is
52 Old Orchard Lane, Scarsdale, New York 10583, ("Landlord"), and TBS Shipping
Services Inc., chartered under the laws of the State of New York with offices at
612 East Grassy Sprain Road, Yonkers, New York 10710 ("Tenant").

    


    W I T N E S S E T H
:

    


    WHEREAS, Landlord is the owner
of that certain piece or parcel of land located at 612 East Grassy Sprain Road,
Yonkers, New York 10710 also known as "Treetops" which consists
of  approximately six (6)± acres including parking
lots, roadways, lawns and landscaping (“Property”) more particularly
described on Exhibit
A; and

    


    WHEREAS, The Property consists
of (i) a Main Building containing three (3) stories of approximately 10,000
square feet and (ii) a Carriage House containing 1.5 stories of approximately
5,000 square feet and Tenant desires to lease one hundred (100%) percent of the
space in said building (“Building”).

    


    NOW THEREFORE, in
consideration of the promises and covenants contained herein, and for other good
and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, Landlord and Tenant do hereby agree as follows:

    


    1.           Property.                                Landlord
hereby leases the Property and appurtenances thereto, to the Tenant, and Tenant
hereby rents the Property and appurtenances thereto, from the Landlord, all on
the terms and conditions of this Lease.  Landlord represents to Tenant
that the Property is vacant, contiguous to and with direct legal access through
a legal curb cut to a publicly accepted street known as East Grassy Sprain Road
and a separate, distinct and legal tax and subdivision lot.  It is the
intention of the parties that Landlord shall lease the Property and all
appurtenances thereto, to Tenant and that Tenant may thereafter, during the
Term, at Tenant’s cost and expense, perform any work, alterations, decorations,
installations, additions, improvements, repairs or restorations to the Property
(“Tenant’s Work”) for
Tenant’s purposes. At Tenant’s sole cost, Landlord agrees to cooperate with
Tenant (including signing applications) in obtaining any necessary permits for
any Tenant’s Work that Tenant is permitted to make hereunder.  The
Property is to be leased to Tenant at a Fixed Rent (subject to escalation) which
is intended to be a net rent to Landlord, subject, however, to certain
obligations of Landlord more particularly set forth herein.

    


    1.1.  Tenant’s
Due Diligence Contingency. INTENTIONALLY
OMITTED.

    


    2.           Lease
Term.  The "Term" of the Lease is for one
(1) year commencing as of January 1, 2008 ("Commencement Date") and
terminating December 31, 2008 ("Termination
Date").  Provided that Tenant is not in default at the time of
exercise following the receipt of notice and expiration of any applicable cure
periods, Tenant shall have five (5) renewal option periods of one (1) year each,
all on the same terms and conditions contained herein.  If Tenant
shall elect to exercise its right to renew the Term, Tenant shall give notice to
Landlord of such election not later than that date which is three (3) months
preceding the Termination Date of the Term as then in effect.  Upon
the giving of such notice in a timely fashion, the Term shall be deemed renewed,
such renewal Term to begin immediately upon the occurrence of the Termination
Date as then in effect.  Notwithstanding the preceding, if Tenant
shall fail to give notice of renewal as and when required herein, Landlord shall
give a notice to Tenant advising that Tenant has failed to exercise its renewal
rights herein, and Tenant shall thereafter have an additional thirty (30) days
following receipt of Landlord’s notice in which to exercise the renewal
rights.  The “Term” as used herein shall include, as the context may
require, any and all renewal option periods.

    


               3.           Rent. The obligation to pay
Rent and the commencement of the Term of the Lease shall be as of the date of
this Lease. Rent for any partial month at the beginning or end of the Term shall
be apportioned based upon the number of days elapsed versus the number of days
in the applicable month.  Tenant will pay the following two types of
Rent:

    


    3.1.1                      Fixed
Rent.  Tenant shall pay "Fixed Rent" to the Landlord in
equal monthly installments, on the first day of each month, in advance, at the
address first set forth above for the Landlord as follows:

    


    (a)  during the and in
respect of the period from the Commencement Date of this Lease, a yearly amount
equal to Two Hundred Forty Thousand and 00/100 ($240,000.00) Dollars payable in
equal monthly installments of Twenty Thousand and 00/100 ($20,000.00)
Dollars;

    


    (b)  INTENTIONALLY
OMITTED

    


    3.1.2                      Additional
Rent.  All other sums Tenant must pay to Landlord under this
Lease are, in the aggregate, the "Additional Rent," which will
be due and payable as provided throughout this Lease.  Tenant will pay
promptly when due and payable, one hundred percent (100%) of the Operating
Expenses and Taxes of the Property which are applicable at any time during the
Term of this Lease as Additional Rent.  All such Operating Expenses
and Taxes shall be pro-rated for the partial month in which the Commencement
Date and Termination Date occur, if applicable.

    


    For purposes hereof, "Operating Expenses" will mean
(i) all utilities consumed by Tenant at the Property, including without
limitation, those for sewer, water, heat, gas, oil, electricity, power and air
conditioning (to the extent present at the Property); (ii) Tenant’s maintenance
and repair of the Building and improvements at the Property, including but not
limited to all regular and seasonal Property landscape and maintenance costs,
snow plowing, parking lot maintenance and similar Property maintenance repair
costs; (iii) the insurance of the Property carried by Tenant; (iv) ADT or
similar security/alarm system service for the Building; (v) sprinkler monitoring
service for the Building; and (vi) private garbage removal
service.  Tenant shall pay all Operating Expenses directly to the
entity providing or charging for the same, and with respect to those incurred by
Landlord pursuant to the terms hereof, directly to Landlord.  Landlord
represents and agrees that no party other than the Tenant shall have rights to
or use of the Property or any of the utility or other systems thereon, thus
resulting in all Operating Expenses being incurred for the sole benefit of the
Tenant.

    


    For purposes hereof, "Taxes" will mean all real
property taxes, assessments, sewer and water use charges imposed upon the
Property by the City of Yonkers and County of Westchester.  Excluded
from the definition of Taxes are income, inheritance, succession, estate, gift,
franchise or transfer taxes, and any and all special assessments attributable to
the initial improvements of the Property (i.e. any special assessments for
utility lines or sidewalks associated with the initial improvement of the
Property by Landlord).  Landlord shall deliver all Tax bills directly
to Tenant no later than ten (10) days after receipt thereof by Landlord, or
Tenant may have Tax bills sent directly to Tenant for payment and Tenant shall
pay the same directly to the assessing authority.  If Landlord shall
fail to deliver such Tax bills to Tenant as and when required, Landlord shall
pay all penalties and other costs resulting from the late payment thereof by
Tenant.  Tenant agrees that it shall pay such Tax bills timely given
to Tenant on or before the due date therefor.  Notwithstanding the
above, Tenant shall have the right to contest Taxes imposed pursuant to the
terms hereof, and to not pay such Taxes or to only pay a portion thereof during
the pendency of such challenge, provided Tenant pays any costs, interest and/or
penalties imposed by the taxing authority and indemnifies Landlord against any
loss, cost or expenses incurred by Landlord in connection
therewith.

    


    3.1.3                      Rent
Abatement.  INTENTIONALLY OMITTED

    


    4.           Condition of
Property.

    


    4.1  Readying
the Property and Building for the Tenant.  Tenant has inspected
the Property and takes the Property in “as is” condition.

     

    4.2  Tenant’s
Work. During the Term Tenant
may not perform any work, alterations, installations, additions, improvements,
structural repairs or restorations to the Property (“Tenant’s Work”) without the
prior written consent of Landlord which (i) in the case of alterations,
additions, installations or improvements of a structural nature or involving the
Building systems, may be granted or withheld by Landlord in its sole and
absolute discretion and (ii) in the case of alterations or improvements of a
non-structural nature or not involving Building systems, shall not be
unreasonably withheld or delayed.  In connection with such consent,
Tenant shall submit to Landlord such detailed plans, specifications, drawings
and other materials reasonably requested by Landlord.  Tenant may make
such non-structural alterations and perform work of a decorative nature without
Landlord’s prior written consent. At Tenant’s sole cost, Landlord agrees to
cooperate with Tenant (including signing applications) in obtaining any
necessary permits for any Tenant’s Work that Tenant is permitted to make
hereunder. In all cases the Tenant’s Work shall be performed at Tenant’s sole
cost and expense and by contractors selected by Tenant.  Tenant agrees
that the Tenant’s plans and specifications shall be in compliance with
applicable laws, rules and regulations, that Tenant shall not commence
construction until it obtains (if required) a building permit for Tenant’s Work,
and that such Tenant’s Work shall be performed in accordance with the building
permit, in compliance with applicable law and in accordance with the Tenant’s
plans and specifications.  As a condition of approving such Tenant's
Work the Landlord may require the Tenant to maintain such additional insurance
coverages (in addition to those required in Article 8 hereof) as the Landlord
may reasonably require.

    


    


    5.           Landlord
Representations as Inducement To Tenant to Sign This Lease.  In
order to induce Tenant to enter into this Lease and to perform the Tenant’s
Work, Landlord represents and warrants to Tenant that:

    


    With
Respect to Landlord and the Transaction.

    


    5.1 Formation.
Landlord is an individual and has not been involved as a debtor in a loan
default or credit workout scenario with Tenant.

    


    5.2  Power
and Authority.  Landlord has full power and authority to
execute and deliver this Lease and to perform all of its obligations
hereunder.

    


    5.3  Due
Authorization.  This Lease has been duly authorized, executed
and delivered by Landlord and constitutes a legal, valid and binding agreement
of Landlord, enforceable against Landlord in accordance with its
terms.

    


    5.4  Consent
and Compliance.  All regulatory consents, authorizations,
approvals and filings required of Landlord by any federal, state or local law,
rule or regulation for the execution and delivery of this Lease and the
performance of Landlord’s obligations herein have been obtained or made except
for the land use permits and approvals expressly set forth herein as being
required to be obtained or performed subsequent to the execution and delivery of
this Lease; and the execution and delivery of this Lease by Landlord and the
performance by Landlord of its obligations herein and contemplated hereby do not
violate any present Federal, State or local law, rule or regulation, or conflict
with or result in a breach of the provisions of, or constitute a default under
any indenture, franchise, permit, license, note, agreement or other instrument
to which Landlord is a party or by which Landlord.

    


    5.5  Solvency.  Landlord
is solvent, and there has been no petition in bankruptcy, whether voluntary or
involuntary, nor has there been any assignment for the benefit of creditors
filed under the bankruptcy or insolvency laws of the United States or any state
thereof or any action brought under the aforesaid bankruptcy or insolvency being
against or with respect to Landlord, and Landlord represents and warrants that
it has sufficient funds to perform its obligations hereunder.

    


    With Respect to
Title.

    


    5.6  Record
Title.  Landlord is the sole owner of the
Property.

    


    5.7  Condition
of Title.  Except for the matters set forth on Exhibit
B hereto ("Permitted
Title Exceptions"), Landlord has good and marketable, indefeasible,
absolute fee simple title to the Property free and clear of all defects,
mortgages, deeds of trust, security interests, liens, encumbrances, easements,
covenants, restrictions, reservations, conditions, encroachments, and any other
matters or defects whatsoever.

    


    5.8  Matters
of Survey.  No
state of facts exist which would be revealed by a careful inspection or survey
of the Property would cause the condition of title not to be as described above.
If in the possession of Landlord or its agents, Landlord shall deliver to
Tenant, at time of execution of this lease, an “as built” survey of the Property
showing all improvements thereon and the location of all parking spaces and
utility lines.

    


    5.9  Separate
Parcels.  The parcel of land that constitutes the Property is a
separately assessed and identified parcel for purposes of real estate taxation
and land use laws (including, without limitation, subdivision and zoning laws),
and receives a separate tax bill. Landlord agrees that (a) the Property shall at
all times remain a separate and distinct parcel and at no time in the future
shall the Property be included with any other parcels; and (b) that no other
property surrounding the Property shall have any rights to use any portion of
the Property for any purpose.

    


    5.10.   Public
Access.  The Property has unlimited contiguous access to and
from East Grassy Sprain Road, a publicly dedicated and accepted City of Yonkers
maintained street, without crossing any other lands and Landlord and Tenant have
no responsibility for maintenance of such street, but Tenant shall have the
obligation to maintain the parking lot located on of the
Property.  Landlord has no knowledge of any pending changes to such
street, including, without limitation, modification to size, location, grading
and paving, expansion or extension.

    


    With Respect to the
Condition of the Property

    


    5.11           Condition
of Building and Improvements.  To the best knowledge of
landlord, the Building and other improvements are structurally sound and good
and fully operating condition, fit for the purposes for which the same were
constructed, subject, however, to any improvements to be performed by the
Tenant.

    


    5.12           Public
Utilities.  Adequate supplies of all public utilities,
including without limitation water, sewer, gas, electric, telephone, and
drainage facilities and other utilities required by law or by the normal use and
operation of the Property are  installed and connected with the
Building pursuant to valid permits and without cost to Tenant, and will be
adequate to serve the Property and Building and to permit full compliance with
all requirements of law and normal usage of the Property and Building by the
occupants thereof and their licensees and invitees.  With the possible
exception of water, which may enter the Property and connect to the Building
from the municipal parking lot at the rear of the Property, no such utilities
cross other property, and all such utilities enter the Property directly from
Purchase Street. All such utilities are “live” to the Building and ready for
Tenant to hook into from a utility cabinet within the Building.

    


    5.13  Compliance
Issues.  No proceeding is pending or, to the best of Landlord’s
knowledge, is threatened, nor do any state of facts exist which could, with the
passage of time, result in the revocation or a limitation of any licenses,
qualifications, permits, franchises, zoning variances and other governmental
approvals and authorizations associated with the Property.

    


    5.14    Zoning.
The applicable Zoning Regulations permit the property to be used for commercial
office space.

    


    5.15           Flood and
Inland Wetland Zones.  The Property is not located in a flood
zone or inland wetland area.  Attached hereto is a FNIS Flood Services
flood hazard determination.

    


    5.16           Legal
Compliance.  To the best knowledge of Landlord, the Property
and the present and past uses thereof and all present and past operations
therein are and were in full compliance with all local, state and federal laws,
rules and regulations applicable to the Property or the uses
thereof.  Landlord has no knowledge of any condemnation,
environmental, zoning, land use, or other proceedings, either instituted or
planned to be instituted, which would affect the use and operation of the
Property for Tenant’s intended purpose or the value of the Property, nor has
Landlord received any notice of any special assessment proceedings affecting the
Property.  Landlord has no notice of any governmental body, or other
party claiming or requiring, or calling attention to the need for, any work,
repairs, construction, alterations or installation on or in connection with the
Property, which has not been complied with.

    


    5.17           Litigation.  There
is no (i) action, dispute, claim, litigation, proceeding, labor dispute,
arbitration, investigation or other proceeding at law or in equity pending or,
to the best of Landlord’s knowledge, threatened against Landlord with respect to
the Property or otherwise relating to the transactions contemplated by this
Lease, and Landlord knows of no basis for any such action relative to the
Property or such transactions; and (ii) there are no decrees, injunctions or
orders of any court or governmental department or agency outstanding against
Landlord with respect to the Property or the Property.

    


    With Respect to
Environmental Matters.

    


    5.18  Compliance.  The
Property is in compliance with and has no liability or obligation arising under
applicable federal, state and local laws pertaining to air and water quality,
solid waste, hazardous materials, worker and community right-to-know, hazardous
materials, toxic substance control, radioactive material management and disposal
and any other environmental laws, and the Landlord has not received any notice
from any applicable governmental agency seeking any information or alleging any
violation of such environmental laws.

    


    5.19           Hazardous
Materials/Underground Tanks.  Landlord has not caused or
permitted any uses of the Property (or any other real property of which the
Property has been a part within the preceding three (3) years, to generate,
manufacture, refine, transport, treat, store, handle, dispose, transfer, produce
or process any hazardous materials or solid waste and has not caused or
permitted and has no knowledge of the release of any such hazardous materials
on-site or off site of the Property.  The Property does not, to the
best of Landlord’s knowledge, contain any hazardous materials and no such
materials are located on, in or under the Property.  No underground
storage tanks exist on the Property.  No condition, circumstance, or
set of facts exists with respect to the Property which constitutes a significant
hazard to health, safety, property or the environment.

    


    6.           Transfer
of Interest.  (a)  Landlord shall
promptly notify Tenant in writing if Landlord shall convey the title to the
Property to a new owner, giving the name and address of the new owner and
instructions regarding the payment of rent.  If Landlord does not so
notify Tenant of a conveyance, Tenant may continue to pay Rent and other amounts
due hereunder to the party to whom Tenant has been making payment and such
payments shall be deemed to have been properly made to the correct
party.  In the event of any such transfer of title of Landlord in and
to the Property or any part thereof, whether voluntary or involuntary, or by act
of Landlord or by operation of law, Tenant shall be under no obligation to pay
Rents or other charges thereafter accruing until Tenant shall have been notified
in writing by Landlord of such change in title, at which time any Rents not so
paid shall be immediately due and payable.

    


    (b)  If during the
term hereof Landlord's interest in this Lease shall be acquired by more than one
person, firm, corporation, or other entity, whether by conveyance, operation of
law or otherwise, Landlord shall by notice to Tenant signed by all of the then
Landlords hereunder appoint one such Landlord to whom Rent and all charges
hereunder may be paid by Tenant and upon whom all notices which Tenant may give
hereunder may be served.  Until such appointment shall be made, Tenant
shall be authorized from time to time to select any one of such Landlords and to
pay all Rent and all charges coming due hereunder to, and serve all notices
upon, the Landlord so selected until such time as such appointment shall have
been made as aforesaid.  The service of any notice upon and the
payment of any Rent or other charges to the appointed or selected lessor as
herein provided shall constitute service of notice upon, and payment of Rent or
other charges to, Landlord.

    


    7.           Maintenance
and Repair
Obligations.                                                                                     Tenant
shall take good care of the Property, and at Tenant's cost and expense, shall
make all repairs to preserve the Property in good working order and in a clean,
safe and sanitary condition, and will suffer no waste.  If Tenant does
not make such repairs to the Building as the same may be reasonably required,
Landlord may, but need not, make such repairs following notice to Tenant and 90
days opportunity to cure, and Tenant shall pay the cost thereof. If Tenant shall
dispute Landlord’s demand that repairs are so required, Tenant shall have the
right to submit the matter to the binding arbitration of the American
Arbitration Association in  Westchester County, New York, and the
decision thereof shall be binding on Landlord and Tenant, and enforceable in a
court of competent jurisdiction. Landlord shall maintain and replace as
necessary, the Building structure, including without limitation the footings,
foundation, walls, load bearing columns, and roof and roof covering and tenant
shall maintain the all other parts of the Building and Property. All repairs and
replacements made by Tenant shall be made and performed (a) at Tenant's cost and
expense, (b) so that same shall be at least equal in quality, value, and utility
to the original work or installation, and (c) in accordance with all applicable
laws and regulations of governmental authorities having jurisdiction over the
Property. All repairs and replacements made by Landlord shall be made and
performed (a) at Landlord’s cost and expense, (b) so that same shall be at least
equal in quality, value, and utility to the original work or installation, and
(c) in accordance with all applicable laws and regulations of governmental
authorities having jurisdiction over the Property.

    


    8.           Insurance.   During the
entire Term of this Lease, Tenant, at its expense, will carry the following
insurance coverages with respect to the Property and its activities related
thereto: (1) Fire and extended coverage, vandalism and malicious mischief
insurance covering the full insurable replacement cost of the Property; (2)
Glass insurance for all exterior glass surrounding the buildings on the Property
covering full replacement cost, (3) Machine and Boiler insurance, (4) Public
liability insurance in an amount not less than $2,000,000 combined, single limit
for death, injury or property damage, and (5) Worker's compensation insurance as
required by law; but as to each of the above, with such deductibles as Tenant
shall elect provided that Tenant shall be responsible for the payment of any
such deductible.

    


    Each policy of insurance shall name
Landlord (and any Permitted Mortgagee who requests it) as an additional insured
party, as its interests may appear, but  loss payable shall be in
favor of Tenant only.  Tenant agrees, however, to hold all such
insurance proceeds and disburse the same in accordance with the terms
hereof.  Tenant's policy of casualty insurance shall contain an
agreement by the insurance company waiving its rights to recover against
Landlord (and any Permitted Mortgagee who requests it) or its and their agents
or employees for any claim thereunder.  Landlord and Tenant hereby
waive all rights and claims against one another as to any matter of a kind
covered by the insurance described herein.  Tenant will give Landlord
reasonable evidence that the insurance required under this Lease is in effect
and fully paid within 30 days of Landlord’s request therefor.

    


    9.           Services
and Utilities.  Landlord represents to Tenant that there
presently exists at and for the benefit of the Building, and Tenant shall
hereafter pay all usage charges for (but shall not pay the cost of installing if
not already connected to the Building), phone, cable, electricity, water, gas,
sewage and all other utilities, each separately metered to the
Property.  Tenant shall be responsible for interior Building
distribution of such utilities.  Without limitation to the preceding,
Tenant shall have the right to purchase its own utilities in any manner it
wishes and from any provider.

    


    10.           Casualty.  (a)(i)  If, at any
time during the Term, the  Building shall be damaged in whole or in
part by fire, the elements or other casualty (“Casualty”), Tenant, at
Tenant's sole cost, shall repair said damage and restore the Building to
substantially the same condition which existed immediately prior to the
occurrence of such damage, subject, however, to the requirements of applicable
and, to the extent the same does not unreasonably diminish the appraised value
of the Property, the changing needs of the Tenant. As long as Tenant has
complied with its insurance obligations hereunder, Tenant shall have no
obligation to expend any sums greater than the amount of insurance proceeds
actually received by Tenant plus the amount of any deductible under the policies
of insurance.  If tenant elects to self insure, Tenant shall make the
money available for restoration on the same basis as if an insurance policy was
in effect.

    


    (ii)         In
the case of a casualty impacting parking and/or access, the parties shall agree
on a reasonable abatement, and if no agreement can be reached, either party may
submit the matter to binding arbitration as permitted herein.

    


    (iii)                   The
foregoing subparagraphs (i) and (ii) notwithstanding, if the Building, or any
portion of the Property which Tenant, in its reasonable discretion, deems
material, shall  be partially or totally destroyed during the last 2
years of the initial term or during the last 2 years of any extension period,
then, within thirty (30) days after such casualty, Tenant may terminate this
Lease upon no fewer than 45 days prior written notice to Landlord, in which
event this Lease shall terminate on the date specified in such
notice.

    


    (b)           In
the event of a Lease termination as a result of a casualty, or should a “taking”
(as defined below) occur, Tenant shall be entitled to recover the value
of  relocation and moving costs, any other costs and expenses incurred
by Tenant, and the unamortized costs of its Tenant improvements (“Tenant Improvements”)
calculated as follows:  Tenant shall be entitled to the actual cost of
said Tenant Improvements multiplied by a fraction, the numerator of which is the
number of years remaining on the then current Term of the Lease and the
denominator of which shall be the  number of years remaining under the
then current Term of the Lease at the time the Tenant Improvements were
purchased.  [For example, if the Tenant Improvements cost $1000.00,
there are 10 years left in the Term of the Lease and there were 15 years left in
the Term of the Lease when the Tenant Improvements were purchased and installed,
Tenant would be entitled to $667.00 ($1000.00 multiplied by a fraction, the
numerator of which is 10 and the denominator of which is 15).]  For
purposes hereof, “Tenant Improvements” shall mean any improvements made to the
Property by the Tenant.

    


    11.            Condemnation.  (a)  If the entire
(or a material portion thereof as determined by Tenant) Property, or the use or
possession thereof, is taken in condemnation proceedings, or by any right of
eminent domain, or for any public or quasi-public use, or if Landlord shall
deliver to a governmental authority a deed in lieu of condemnation or eminent
domain  (individually or collectively, a "taking" or “taken”), then, this
Lease  shall terminate on the date when possession shall be taken by
the condemnor or if earlier, upon Tenant’s notice to Landlord that it is
terminating as a result of said taking, and Rent, Additional Rent and all other
charges payable hereunder shall be apportioned and paid in full up to that date,
and all prepaid unearned Fixed Rent, Additional Rent, and all other charges
prepaid hereunder, shall promptly be repaid by Landlord to  Tenant
(including, for example, Taxes).

    


    If only a
part of the Property shall be so taken, then Tenant may only terminate this
Lease if in Tenant’s reasonable discretion, the loss of the taken portion shall
interfere with Tenant’s use and occupancy for Tenant’s intended purpose, and
further provided that Tenant shall so notify Landlord of its election to
terminate. If Tenant shall not so terminate this Lease, then this Lease shall
continue in full force and effect, except that Fixed Rent, Additional Rent and
all other charges payable hereunder shall, subject to the provisions below
regarding parking only, be equitably abated (and if the parties cannot agree on
the appropriate abatement, then either may submit the matter to binding
arbitration as permitted by this Lease).  In such case, Tenant, at
Tenant's own expense not in excess of any condemnation proceeds, shall repair
all damage to the Property as shall have been caused by such partial taking, and
shall restore the Property to a complete architectural unit.  All
proceeds of condemnation shall be applied first to such restoration, and then
allocated between Landlord and Tenant as contemplated hereby. Fixed Rent,
Additional Rent and other charges payable hereunder shall abate until the
Property shall have been restored to a tenantable condition, including a
reasonable additional period, not to exceed 90 days, for Tenant to refixture.
During the restoration, Tenant may operate its business out of a temporary
structure such as a trailer, subject to compliance with Laws.  Tenant
shall not be obligated to pay Fixed Rent, Additional Rent or other charges for
the use of or attributable to Tenant’s temporary structure.

    


    (b)  For the
purposes of this subdivision (b), in addition to the meaning set forth above, a
"taking" shall mean any
impediment to Tenant’s full and unencumbered use of the Property which shall not
be within Landlord's or Tenant’s reasonable control.

    


    If, due
to a taking or otherwise, there shall be an impediment, which impediment shall
materially adversely affect any means of ingress or egress between the Property
and any abutting street, then, Tenant shall notify Landlord thereof. If, within
30 days after Landlord’s receipt of such notice, such impediment shall not be
cured, then Tenant may, upon 10 days' written notice to Landlord terminate this
Lease.  If Tenant shall elect to so pay reduced rent, Tenant shall
remain obligated for any other charges due under this Lease. Tenant's Fixed Rent
shall be so reduced until such time as said impediment shall be
removed.

    


    12.           Compliance
with Law.   Subject to
Landlord having complied with its obligations hereunder, Tenant shall comply
with all laws, statutes, ordinances, and regulations (collectively, "Laws") relating to the
physical condition of the Property but excluding therefrom, any obligations in
connection with environmental conditions not caused by the
Tenant.  Landlord shall remain, throughout the Term of this Lease,
fully responsible for all obligations associated with environmental
contamination not caused by the Tenant.

    


    13.           Use.   The
Property may be used for any legal purpose.  Tenant will not use the
Property for illegal purposes. Tenant shall not commit waste.  Except
as otherwise expressly provided herein, Tenant shall have exclusive dominion and
control over the Property.

    


    Landlord represents, warrants and
covenants that the Property shall never be merged, joined or consolidated with
any other property of the Landlord and shall, during the term of this Lease,
remain a single, stand alone parcel.  Landlord represents, warrants
and covenants that Landlord shall not initiate or consent to any change of zone
or position of the Building, parking areas, curbcuts, traffic patterns, and
roadways and passageways on the Property, Municipal Property or abutting the
Property without the prior written consent of Tenant which consent shall be in
Tenant’s sole and absolute judgment and discretion.

    


    14.           Mechanics
Liens.   Tenant
will promptly remove any mechanic's lien or other lien filed against the
Property for work or materials by or on account of Tenant in connection with any
Tenant alteration (exclusive of work by or for the Landlord).  It will
do this within ninety (90) days after the lien is filed.  At Tenant’s
sole cost, Landlord agrees to cooperate with Tenant (including signing
applications) in obtaining any necessary permits for any alterations that Tenant
is permitted to make hereunder.

    


    15.           Signage.  At Tenant’s sole
cost, Tenant may, after obtaining all necessary municipal approvals, install,
replace and relocate on the Property and Building interior and exterior, such
signs, awnings, lighting effects and fixtures as may be used from time to time
by Tenant (collectively, "Signs"). Tenant shall maintain
and repair such Signs. At Tenant’s sole cost, Landlord agrees to cooperate with
Tenant (including signing applications) in obtaining any necessary permits for
Tenant’s Signs.

    


    16.           Communications. Notwithstanding anything to
the contrary in this Lease,  Tenant may install, maintain, and
replace, on the roof of the Building or in the Property, a satellite
communications dish and related equipment.  Tenant shall do so at its
sole cost and in accordance with all Laws; and shall defend, indemnify and hold
Landlord harmless from and against any claims, costs or expenses incurred by
Landlord as a result of such installation, maintenance or replacement by Tenant.
At Landlord's request, Tenant shall coordinate any roof installation hereunder
with Landlord's roofing contractor.

    


    17.           
Dumpster. Tenant
may, at its cost, maintain a dumpster or similar refuse container on the
Property if permitted by municipal authorities.

    


    18.           Surrender. At the expiration or other
termination of this Lease, Tenant shall surrender the Property to Landlord in as
good order and condition as they were at the commencement of the Term or may be
put in thereafter, reasonable wear and tear and damage by casualty and/or the
elements and condemnation excepted.  All alterations, additions, and
improvements in or upon the Property made by either party (except Tenant's
furniture, trade fixtures, satellite communications dish and equipment, computer
and other equipment), shall become the property of Landlord and shall remain
upon and be surrendered with the Property as a part thereof at the termination
or other expiration of the Term. At the expiration or termination of the Term,
Tenant shall remove such items enumerated in the parenthetical above as it
desires, as well as its signs and identification marks, from the Property. If
Tenant has installed a vault, Tenant may remove the vault or vault door.
Landlord agrees that should it find any personal property at the Property
following Tenant vacating the same, such as, without limitation, any negotiable
instruments, cash or personal belongings in the vault, Landlord shall promptly
deliver the same to the Tenant. At any time during the Term, Tenant may remove
the items enumerated in the parenthetical above, as well as its signs and
identification marks, from the Property and the Property.  Damage done
to the Building by such removal shall be promptly repaired by
Tenant.

    


    19.           Landlord’s
Lien.
Landlord hereby waives in favor of Tenant its landlord's lien against any and
all of the property of Tenant to the extent provided in the applicable laws,
regulations or ordinances, of the State of New York.

    


    20.           Subordination
of Lease. This
Lease shall be subject and subordinate to the lien of any bank or institutional
mortgage or mortgages now or hereafter in force against the Property or
Building, and to all advances made upon the security thereof, provided that the
holder of any such mortgage shall execute and deliver to Tenant an agreement
("SNDA”), in form
satisfactory to Tenant in Tenant’s absolute judgment, providing that such holder
will recognize this Lease and not disturb Tenant's possession of the Property in
the event of foreclosure, sale or deed in lieu of foreclosure if Tenant is not
then in default hereunder beyond any applicable cure period.  Landlord
agrees to pay Tenant’s expenses, including without limitation reasonable
attorneys’ fees incurred by Tenant for the negotiation and preparation of any
SNDA.

    


    21.            Estoppels. Landlord and Tenant agree to
deliver to each other, from time to time as reasonably requested in writing, and
within a reasonable period of time after receipt of such request, an estoppel
certificate certifying that this Lease is unmodified and in full force and
effect (or if there have been modifications, that the Lease is in full force and
effect as modified and stating the modifications), and the dates to which any
rent due hereunder has been paid in advance, if any, together with such other
information as Landlord or Tenant may reasonably require with respect to the
status of the Lease and Tenant's use and occupancy of the Property.

    


    22.            Quiet
Enjoyment.  Landlord warrants
and agrees that Tenant, on paying the rent and other charges due hereunder and
performing all of Tenant’s other obligations pursuant to this Lease, shall and
may peaceably and quietly have, hold, and enjoy the Property for the full Term,
free from claims, interference, molestation, eviction, or disturbance subject,
nevertheless, to the terms of this Lease.

    


    23.           Hazardous
Materials. (a)  For the purposes hereof, the term "Hazardous Materials" shall
include, without limitation, hazardous or toxic substances, materials that may
be deemed hazardous to human or animal health, including without limitation, oil
and petroleum derivatives and products, asbestos, lead paint and
radon.

    


    (b)  Tenant
represents and warrants that, except as herein set forth, it will not use, store
or dispose of any Hazardous Materials in the Building or
Property.  Landlord agrees that Tenant may use such commercial or
household type cleaners and chemicals to maintain the Building or
Property.  Storage of such chemicals is also
permitted.  Landlord and Tenant acknowledge that any or all of the
cleaners and chemicals described in this paragraph may constitute Hazardous
Materials.  Notwithstanding any other provision of this Lease, Tenant
may, use, store and dispose of same as herein set forth, provided that in doing
so, Tenant complies with Laws.

    


    (c)  Landlord
represents and warrants to Tenant that, as of the date on which Landlord shall
deliver possession of the Property to Tenant, the Building and Property shall be
free from contamination by Hazardous Materials. Notwithstanding anything in this
Lease to the contrary, Tenant shall not be obligated to accept possession of the
Building and Property  until any Hazardous Materials found in or on
the Building or Property have been removed, and Landlord has supplied Tenant
with a certificate from the appropriate governmental authority that such removal
has been completed, and Landlord has restored the Building and Property to the
condition which existed immediately prior to such removal and/or otherwise in
conformance with the terms of this Lease.

    


    (d)  If, at any time
during the Term, Hazardous Materials shall be found in or on the Building or
Property, then:

    


    (i)  with regard to
the presence or release of any Hazardous Materials that Tenant shall not have
caused, Landlord shall, with diligence, remove or remediate or cause the
remediation or removal of same to the extent required by Laws, and in compliance
with Laws, and at Landlord's sole cost; and Landlord agrees to defend,
indemnify, and hold Tenant harmless from and against any and all costs, damages,
expenses, and/or liabilities (including reasonable attorneys' fees) which Tenant
may suffer as a result of any claim, suit, or action regarding any such
Hazardous Materials (whether alleged or real), and/or regarding the removal and
remediation of same.  Landlord shall diligently commence or cause the
commencement of such remediation within thirty (30) days of knowledge of such
presence or release. If Landlord shall fail to commence or cause the
commencement to remediate in the manner specified in this Section,
within  the specified time periods, then, Tenant may give Landlord 10
days' prior written notice of Tenant’s election to remove or remediate the
Hazardous materials on Landlord’s behalf. If Tenant shall so remove or remediate
the Hazardous Materials, Tenant may deduct the costs for such removal and
remediation (including without limitation, testing and professional costs) from
Fixed Rent and other amounts payable by Tenant to Landlord under this
Lease.

    


    (ii) with regard to the
presence or release of any Hazardous Materials caused by Tenant, Tenant shall
remove or remediate same to the extent required by  Laws, and in
compliance with Laws, and at Tenant's sole cost; and Tenant agrees to defend,
indemnify and hold Landlord harmless from and against any and all costs,
damages, expenses, and/or liabilities (including reasonable attorneys' fees)
which Landlord may suffer as a result of any claim, suit, or action regarding
any such Hazardous Materials (whether alleged or real), and/or regarding the
removal and  remediation of same.

    


    (e)  INTENTIONALLY
OMITTED

    


    (f) INTENTIONALLY
OMITTED

    


    (g)  Each of
Landlord's and Tenant's obligations pursuant to this Article shall survive any
expiration and/or termination of this Lease.

    


    (h)  Landlord has no
knowledge of the presence of lead paint or asbestos containing materials in the
Building.

    


    24.           Tenant
Default. (a) It shall be a “Tenant Default” if: (i) Tenant
shall default in the payment of Fixed Rent or any other amount payable to
Landlord hereunder, and such default shall continue for more than fifteen (15)
days after written notice to Tenant; or (ii) Tenant shall default in fulfilling
any of the other covenants of this Lease, and such default shall continue for
more than 30 days after written notice thereof from Landlord, specifying such
default (provided that if Tenant has commenced to cure within said 30 days, and
thereafter is prosecuting same to completion, said 30 day period shall be
extended for a reasonable period of time under the circumstances, where, due to
the nature of the default, it is unable to be completely cured within 30 days);
then, in any such event, Landlord may give to Tenant notice of intention to end
the Term hereof, and if Landlord shall do so, the Term shall expire as if that
day were the day herein fixed for the expiration of the Term, and Tenant shall
then quit the Property and surrender the same, but shall remain liable as
hereinafter provided.

    


    (b)  If the notices
provided in subdivision (a) of this Section shall have been given and the Term
shall expire as aforesaid, then Landlord shall (unless otherwise agreed by the
parties), re-enter the Property, by legal process, and dispossess Tenant by
summary proceedings.

    


    (c)  In case of any
such default, re-entry, expiration and/or dispossession by summary proceedings
or otherwise (i) the rent shall become due and shall be paid up to the time of
such re-entry, dispossession and/or expiration; (ii) Landlord shall make
reasonable efforts to re-let the Property  or any part or parts
thereof, either in its own name or otherwise, for a term or terms which may, at
its option, be shorter or longer than the period which would otherwise have
constituted the remainder of the Term, and may grant concessions or free rent,
but only to such extent as Landlord, in Landlord's reasonable judgment,
considers advisable and necessary to re-let the same; and, (iii) Tenant, or its
successors, shall also pay to Landlord, as Landlord’s sole damages, liquidated
damages for the failure of Tenant to observe and perform its covenants herein
contained, any deficiency between the Fixed Rent herein reserved and the net
amount, if any, of the rents collected on account of the re-letting of the
Property for each month of the period which would otherwise have constituted the
remainder of the then-current term.  In computing such liquidated
damages, there shall be added to said deficiency such reasonable expenses as
Landlord may incur in connection with re-letting, such as legal expenses,
attorney and broker fees, but excluding renovations. Any such liquidated damages
shall be paid in monthly installments on the rent day specified in this Lease
and any suit brought to collect the amount of the deficiency for any month shall
not prejudice, in any way, the right of the Landlord to collect the deficiency
for any subsequent month by a similar proceeding. However, if Tenant shall
default on any such monthly installment, then, at Landlord's option, such
liquidated damages shall be accelerated and paid immediately by Tenant, but
discounted to their present value, using as the time remaining, the number of
full calendar months remaining in the term of this Lease following default
(beyond applicable cure periods), and using as the interest rate, the lesser of
the following:  (x) the rate (or the average of rates, if more than
one rate appears) inserted in the blank of the "Money Rates" section of "The
Wall Street Journal" (Eastern Edition) in the section reading "Prime Rate:
_____%", or (y) the base rate on corporate loans posted by at least 75% of the
nation's 30 largest banks.  (If neither rate is available for any
reason, then a reasonably equivalent rate shall be used).  In the
event of a Tenant Default, Landlord shall mitigate damages and/or
loss.  Such obligation shall survive the Term.

    


    25.            Landlord
Default.  In the event of
any default by Landlord under this Lease ("Landlord Default"), Tenant may
give Landlord written notice specifying such Landlord Default and, if Tenant
shall do so, then Landlord shall have 30 days in which to cure any such Landlord
Default; provided, however, that if the nature of the Landlord Default is such
that more than 30 days are required for its cure, then Landlord shall not be in
default if Landlord commences to cure within said 30 days and thereafter
diligently prosecutes the same to completion within a reasonable time
thereafter.  In the event that Landlord shall remain in default
following its said right to cure, then, in addition to all other rights and
remedies available to Tenant at law and in equity, Tenant may cure such Landlord
Default on behalf of Landlord by doing the necessary work and/or making the
necessary payments, and billing Landlord for the reasonable costs thereof, which
Landlord agrees to pay to Tenant within 30 days of receipt of Tenant's demand
therefor and reasonable evidence of the cost of the same. If Landlord shall fail
to pay within said 30 day period, Tenant may deduct the entire cost from any
Fixed Rent, Additional Rent and other charges due hereunder.  In the
event of a Landlord Default, Tenant shall mitigate damages and/or
loss.  Such obligation shall survive the Term.

    


    26.           Notices. Whenever, pursuant to this
Lease, notice or demand shall or may be given to either of the parties by the
other, and whenever either of the parties shall desire to give to the other any
notice or demand with respect to this Lease or the Property, each such notice or
demand shall be in writing, and any laws to the contrary notwithstanding, shall
not be effective for any purpose unless the same shall be given or served as
follows: by hand, by registered or certified mail, or by overnight express mail
such as "Federal Express", postage or charges prepaid and proof of delivery
requested, to the other party's address set forth above, or to such other
address or addresses or parties as may be designated in writing by notice from a
party, and if to a mortgagee, to such address as the mortgagee shall designate
in a notice to the parties.  Notices may be given by an agent or
attorney acting on behalf of Landlord or Tenant.  Notices shall be
deemed given upon receipt or rejection. If notices are not received by the
applicable party (as opposed to such notices having been rejected), then the
notice party shall send a second notice which shall be deemed given three
business days after being sent as aforesaid.

    


    27.           Holding
Over.  If Tenant shall
hold over after the Termination Date of the Term, then, Tenant shall be a
month-to-month Tenant on the same terms as herein provided, except that Fixed
rent shall be 105% of the Fixed rent due and payable as of the Termination
date.

    


    28.           Broker. Landlord and Tenant each
represent and warrant that it has had no dealings or conversations with any real
estate broker in connection with the negotiation and execution of this
Lease.

    


    29.           Notice of
Lease. Upon the
request of either party hereto, Landlord and Tenant agree to execute a
memorandum or notice of lease in recordable form and in compliance with New York
law. Either Tenant or Landlord may record such memorandum or notice of
lease.

    


    30.           Waiver of Jury
Trial.    LANDLORD AND TENANT AGREE THAT ANY SUIT,
ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY LANDLORD OR
TENANT ON OR WITH RESPECT TO THIS LEASE OR THE DEALINGS OF THE PARTIES WITH
RESPECT HERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A
JURY.  LANDLORD AND TENANT EACH HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR
PROCEEDING, FURTHER, LANDLORD AND TENANT EACH WAIVE ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL,
EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION
TO, ACTUAL DAMAGES.  LANDLORD ACKNOWLEDGES AND AGREES THAT THIS
SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS LEASE AND THAT TENENT WOULD
NOT ENTER INTO THIS LEASE IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A
PART OF THIS LEASE.

    


    31.           Assignment
and Subletting.  Tenant
shall have the right to assign and, sublease provided that Tenant shall give
Landlord written notice thereof.  Landlord agrees to provide any such
actual or proposed assignee, or sublessee with an estoppel certificate in form
and substance reasonably satisfactory to Tenant and Landlord upon the request of
the Tenant. No such assignment or sublet shall release Tenant of its obligations
hereunder which shall be deemed joint and several with any such assignee or
sublessee.

    


    


    32.           Leasehold
Mortgages.                                                      INTENTIONALLY
OMITTED.

    


               33.           Miscellaneous. (a)                                           This
Lease shall be governed and construed in accordance with the laws of the state
of New York.

    


    (b)  The headings of
the sections of this Lease are for convenient reference only, and are not to be
construed as part of this Lease.

    


    (c)  The language of
this Lease shall be construed according to its plain meaning, and not strictly
for or against Landlord or Tenant; and the construction of this Lease and of any
of its provisions shall be unaffected by any argument or claim that this Lease
has been prepared, wholly or in substantial part, by or on behalf of
Tenant.

    


    (d) Landlord and Tenant each
warrant and represent to the other, that each has full right to enter into this
Lease and that there are no impediments, contractual or otherwise, to full
performance hereunder.

    


    (e)  This Lease
shall be binding upon the parties hereto and shall inure to the benefit of and
be binding upon the heirs, executors, administrators, successors and assigns of
Landlord and the successors and assigns of Tenant.

    


    (f)  In the event of
any suit, action, or other proceeding at law or in equity (collectively, "Action"), by either party
hereto against the other, by reason of any matter arising out of this Lease, the
prevailing party shall recover, not only its legal costs, but also reasonable
attorneys' fees (to be fixed by the Court) for the maintenance or defense of
said Action, as the case may be.

    


    (g)  A waiver by
either party of any breach by the other of any one or more of the covenants,
agreements, or conditions of this Lease, shall not bar the enforcement of any
rights or remedies for either that breach or any subsequent breach of any of the
same or other covenants, agreements, or conditions.

    


    (h)  All of the
exhibits and schedules attached to this Lease are incorporated into this Lease
and made a part of this lease.

    


    (i)  This Lease and
the referenced exhibits set forth the entire agreement between the parties
hereto and may not be changed or terminated orally or by any agreement unless
such agreement shall be in writing and signed by the party against whom
enforcement of such change or termination is sought

    


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

    


    (k)  The submission
of this Lease for examination does not constitute a reservation of or agreement
to lease the Property; and this Lease shall become effective and binding only
upon proper execution and unconditional delivery thereof by Landlord and
Tenant.

    


    (l)  This Lease may
be executed in separate counterparts, each of which shall be an original and all
of which shall be deemed to be one and the same instrument.

    


    (n) Landlord agrees to
cooperate with Tenant (including, without limitation, signing applications) in
obtaining any necessary permits for any changes to the Property or use of the
Property (including, without limitation, signage).

    


    (o) Any controversy or claim
which, pursuant to the terms of this Lease, is to be resolved by arbitration,
shall be settled by arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. The arbitrator’s decision shall
be final and binding upon the parties hereto and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.

    


    (p)  Landlord
covenants that it will not do anything which would be detrimental to any land
use variance which not benefits the Property and/or the Tenant's beneficial
interests in same.

    


     

    


    SIGNATURES
FOLLOW

     

    
 

    


    


    IN WITNESS WHEREOF, Landlord
and Tenant have duly executed this Lease on the day and year first above
written.

     

     

                                     LANDLORD:

    Witnessed
by:

    


    /s/ Eileen Pellegrini                                                                   
  /s/ Joseph E.
Royce

    NAME: Joseph E. Royce

    /s/
Lawrence Blatte

    


    


    


    TENANT:

    TBS SHIPPING SERVICES
INC.

    


    


    /s/ Christopher
Lynch                                      BY: /s/ Ferdinand V. Lepere

    NAME: Ferdinand V. Lepere

    /s/ Valerie
Rosas             
            TITLE:
Executive Vice President Finance

     

    


    


    


    


    STATE OF
NEW
YORK                                                                )

    :ss.:

    COUNTY OF
WESTCHESTER                                                                           )

    


    On the 23rd day of January in the year
2008 before me, the undersigned, personally appeared JOSEPH E. ROYCE personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.

    


    /s/ Tara DeMakes

    Notary
Public

    


    


    STATE OF
NEW
YORK                                                                )

    :ss.:

    COUNTY OF
WESTCHESTER                                                                           )

    


    On the 23rd day of January in the
year 2008 before me, the undersigned, personally appeared FERDINAND V. LEPERE
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.

    


                                    /s/ MaryAnn Cognatello

                         Notary
Public

     

     

     

     

    EXHIBIT
A

    


    Legal
Description

    


    EXHIBIT
B

    


    Permitted Title
Exceptions