14th STREET DEVELOPMENT, LLC.

Landlord


and


NICKEL USA, INC.

Tenant


LEASE


PREMISES:  GROUND FLOOR,

300 WEST 14TH STREET, NEW YORK, N.Y.


 

	TABLE OF CONTENTS 
	 	Page 
	ARTICLE 1 Definitions;
    Premises; TermARTICLE 2 Commencement of Term

ARTICLE 3 Rent

ARTICLE 4 Use; Cessation of Operating

ARTICLE 5 Alterations, Fixtures

ARTICLE 6 Repairs

ARTICLE 7 Laws and Ordinances

ARTICLE 8 Insurance

ARTICLE 9 Damage by Fire or Other Cause

ARTICLE 10 Assignment, Subletting, Mortgaging

ARTICLE 11 No Liability On Landlord

ARTICLE 12 Condemnation

ARTICLE 13 Entry; Right to Change Portions of the Building

ARTICLE 14 Bankruptcy

ARTICLE 15 Defaults, Remedies, Damages

ARTICLE 16 Curing Tenant's Defaults - Additional Rent.

ARTICLE 17 Covenant of Quiet Enjoyment 

ARTICLE 18 Services and Equipment

ARTICLE 19 Adjustment of Rent

ARTICLE 20 Electricity

ARTICLE 21 Broker

ARTICLE 22 Subordination 

ARTICLE 23 Estoppel Certificate

ARTICLE 24 Waiver of Jury Trial

ARTICLE 25 Surrender of Premises; Holding Over

ARTICLE 26 Rules and Regulations

ARTICLE 27 Persons Bound

ARTICLE 28 Notices

ARTICLE 29 Basement

ARTICLE 30 No Waiver; Entire Agreement

ARTICLE 31 Miscellaneous

ARTICLE 32 Inability to Perform.

ARTICLE 33 Security Deposit

ARTICLE 34 Signage

ARTICLE 35 Condominium Documents

ARTICLE 36 Renewal Option

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    INDENTURE OF LEASE made as of this 1st day of March, 2001 between 14TH STREET
DEVELOPMENT, LLC having offices at c/o Bohn Fiore, Inc., 30 West 26th Street, New
York, New York 10010, hereinafter referred to as "Landlord", and NICKEL USA, INC.
d/b/a NICKEL, having its principal place of business at c/o Arent Fox Kintner Plotkin &
Kahn, PLLC, 1675 Broadway, 16th Floor, New York, N.Y, 10019, hereinafter referred to as
"Tenant".


WITNESSETH:   


ARTICLE 1

Definitions; Premises; Term


    Section 1.01. For the purposes of this Lease the following terms shall have the
definitions immediately following such terms and the definitions are hereby incorporated
into this Lease wherever used:


AUTHORIZED USE: the term "Authorized Use" shall be an upscale retail store for the sale
at retail of men's skin care products, spa services, storage, offices, and uses ancillary
thereto. Subsequent to an assignment of this Lease or a subletting of Tenant's interest
hereunder to an unrelated third-party, or with respect to a proposed assignment of
Tenant's interest in this Lease, the Authorized Use shall be any legal use reasonably
acceptable to Landlord which does not violate any covenants or restrictions in any
other lease or agreement made by or binding on Landlord with respect to the
Demised Premises.


ALTERATIONS: the term "Alterations" shall mean and include, all installations, changes,
alterations, restorations, decorations, replacements, additions, improvements and
betterments.


BOARD OF MANAGERS: the term "Board of Managers" shall mean the Board of Managers
of The Bank Building Condominium.


BUILDING: the term "Building" shall mean the structures and improvements now or
hereafter on the Land currently known by the street number 300 West 14th Street,
New York, New York, also known as The Bank Building Condominium.


BUILDING SYSTEMS: the term "Building Systems" shall mean and include, the heating
systems, water, sewerage, plumbing, pipes, tubes, conduits, sprinklers, electric
wiring and mechanical systems of the Building, and the fixtures, equipment and
appurtenances thereof, and all other mechanical devices, fixtures, equipment,
appurtenances and systems installed by Landlord in the Building.


CONDOMINIUM DOCUMENTS: the term "Condominium Documents" shall mean the
Declaration of Condominium and the By-Laws of The Bank Building Condominium.


DEMISED PREMISES: the term "Demised Premises" shall mean that portion of the Ground
Floor of Commercial Condominium Unit 2 of the Building as set forth in the floor
plan attached as Schedule "A".


DESIGNATED BROKER: the term "Designated Broker" shall mean Insignia/ESG, Inc. and
Cushman & Wakefield, Inc.


EXPIRATION DATE: the term "Expiration Date" shall mean the last day of the Term.


FIXED RENT: the term "Fixed Rent" shall mean the following:


	3/1/01	2/28/02	$225,000.00	($18,750.00 monthly)
	3/1/02	2/28/03	$225,000.00	($18,750.00 monthly)
	3/1/03	2/28/04	$225,000.00	($18,750.00 monthly)
	3/1/04	2/28/05	$247,500.00	($20,625.00 monthly)
	3/1/05	2/28/06	$247,500.00	($20,625.00 monthly)
	3/1/06	2/28/07	$247,500.00	($20,625.00 monthly)
	3/1/07	2/28/08	$272,250.00	($22,687.50 monthly)
	3/1/08	2/28/09	$272,250.00	($22,687.30 monthly)
	3/1/09	10/31/09	$181,500.00	($22,687.50 monthly)



INCLUDE AND INCLUDING: the terms "include" and "including" shall each be construed
as if followed by the phrase "without being limited to".


INSURANCE BOARDS: the term "Insurance Boards" shall mean and include, the National
Board of Fire Underwriters, the New York Board of Fire Underwriters, and any
other body having similar jurisdiction, and the New York Fire Insurance Exchange,
and any other body establishing insurance premium rates.


LAND: the term "Land" shall mean the land under the Building and comprising all tax lots
upon which any part of the Building stands.


LAWS AND ORDINANCES: the term "Laws and Ordinances" shall mean and include, all
laws, orders, ordinances, directions, notices, rules and regulations (including the
Americans with Disabilities Act and local variations thereof) of the federal
government and of any state, county, city, borough and municipality, and of any
division, agency, subdivision, bureau, office, commission, board, authority and
department thereof, and of any public officer or official and of any quasi-governmental officials and authority.


LEASE COMMENCEMENT DATE: the term " Lease Commencement Date" shall have the
meaning set forth in Article 2 hereof.


LEASE YEAR: the term "Lease Year" shall mean the period from the Lease
Commencement Date to the day prior to the first anniversary of such Lease
Commencement Date, and each subsequent period of 12 consecutive full calendar
months (or part thereof at the end of the Term or last Renewal Term) shall be a Lease
Year.


MORTGAGE: the term "Mortgage" shall mean any existing or future mortgage and/or
security deed affecting the Land or the Building, as the same may from time to time
be amended, modified, renewed, spread, consolidated, substituted, added to,
extended and/or replaced.


MORTGAGEE: the term "Mortgagee" shall mean the holder of any mortgage.


PERSONS WITHIN TENANT'S CONTROL: the term "Persons Within Tenant's Control"
shall mean and include, Tenant, its subtenants and assignees and its and their
respective agents, contractors, servants, employees, licensees, guests and invitees.


PLANS AND SPECIFICATIONS: the term "Plans and Specifications" shall have the
meaning ascribed thereto in Section 5.02(v) of this Lease.


RENT COMMENCEMENT DATE: the term " Rent Commencement Date" shall have the
meaning set forth in Article 2 hereof.


TENANT'S SHARE: the term "Tenant's Share" shall mean 100%.


TERM: Subject to the provisions of Section 2.03, the "Term" of this Lease shall be from March
1, 2001 until October 31, 2009.


Section 1.02. Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the Demised Premises, for the Term, commencing on the Lease Commencement
Date as defined in Article 2 hereof, unless sooner terminated as provided in this Lease or
by operation of law, for the rent and additional rent herein reserved and subject to the
covenants, agreements, terms, conditions, limitations, reservations and provisions
hereinafter set forth.


ARTICLE 2

Commencement of Term


Section 2.01. Landlord shall deliver possession of the Demised Premises to Tenant
upon the mutual execution and delivery of this lease and Tenant's payment to Landlord of
the Security Deposit under Article 33 plus Fixed Rent for June, 2001. Tenant, at Tenant's
sole risk, may enter the Demised Premises and therein install fixtures and equipment. Such
entry into the Demised Premises shall not be construed as a waiver of any provision of this
Lease. Tenant covenants and agrees that such entry shall not interfere with Landlord's
contractors, subcontractors or their respective employees.  By giving Tenant access to the
Demised Premises prior to the Lease Commencement Date, Landlord assumes no
responsibility whatsoever for injury to persons entering the Demised Premises, or damage
to property brought in or upon the Demised Premises. Tenant agrees to indemnify and hold
Landlord and the Board of Managers harmless from and against any and all claims and
demands arising out of such access, unless such claims or demands are due to the negligence
or willful act of Landlord, its agents, employees or contractors.


Section 2.02. The Lease Commencement Date shall be March 1, 2001. The obligation
to pay Fixed Rent and additional rent (the Rent Commencement Date) shall commence on
July 1, 2001.


Section 2.03. If the last month of the term of this Lease occurs during October,
November or December of any year, then, at Tenant's sole option, the term of this Lease
shall be extended until the immediately following January 31st. 


ARTICLE 3

Rent


Section 3.01. Tenant covenants and agrees to pay, from and after the Rent
Commencement Date, the Fixed Rent at the annual rate or rates set forth in Section 1.01
payable in equal monthly installments, in advance, on the first day of each month during the
Term at the office of Landlord or such other place as Landlord may designate, without any
set-off, counterclaim or deduction whatsoever, except as herein specifically provided.


Section 3.02.  Intentionally Deleted.


Section 3.03. All costs, charges, reimbursements, fees, expenses, and rental
adjustments which Tenant assumes, agrees or is obligated to pay to Landlord or others
pursuant to this Lease shall be deemed additional rent, and in the event of non-payment
thereof, Landlord shall have all the rights and remedies with respect thereto as are provided
in case of non-payment of Fixed Rent except as herein set forth to the contrary.


Section 3.04. Tenant covenants to pay the Fixed Rent and additional rent as in this
Lease provided, when due, in lawful money of the United States which shall be legal tender
for payment of all debts and dues, public and private, at the time of payment.  All sums due
and payable as Fixed Rent and additional rent shall after five (5) days notice that same was
not received by the applicable due date, bear interest ab initio at 2% above the "prime rate"
publicly announced by the Chase Manhattan Bank (or any successor thereto), from time to
time, and such interest shall be deemed to be additional rent, provided, however, that no
further interest shall be payable upon such interest.


Section 3.05. If all or any part of the Fixed Rent or additional rent, as above defined,
shall at any time become uncollectible, reduced or required to be refunded by virtue of any
Laws and ordinances (including rent control or stabilization laws), then for the period
prescribed by said Laws and Ordinances, Tenant shall pay to Landlord the maximum
amounts permitted pursuant to said Laws and Ordinances and upon the expiration of the
applicable period of time during which such amounts shall be uncollectible, reduced or
refunded, Tenant shall, to the extent permitted by law, pay to Landlord as additional rent,
within thirty (30) days after demand, all such uncollected, reduced or refunded amounts that
would have been payable under this Lease absent such Laws and ordinances.


ARTICLE 4

Use; Cessation of Operating


Section 4.01. For so long as NICKEL USA, INC. d/b/a NICKEL is the tenant
hereunder, Tenant shall use and occupy the Demised Premises for the Authorized Use, and
for no other purpose. Tenant shall be permitted to operate under (a) any trade name used
from time to time by any of Tenant's other similar format stores and (b) any trade name used
by any Affiliate (as defined herein), upon thirty (30) days' prior written notice to, but
without requiring the consent of, Landlord. Landlord shall not otherwise unreasonably
withhold or delay its consent if Tenant desires to change its trade name other than
aforesaid.


Section 4.02 Landlord represents to Tenant that on the date hereof the certificate
of occupancy for the Building and the local zoning ordinance permit the Demised Premises
to be used for the Authorized Use.


Section 4.03. Tenant may conduct its business in the Demised Premises at such hours
and days of the week as Tenant shall deem appropriate given the volume of business
conducted in the Demised Premises from time to time. If Tenant shall cease to conduct its
business in the Demised Premises and Tenant shall fail to resume the conduct of its
business in the Demised Premises for longer than sixty (60) consecutive days after notice
from Landlord requesting resumption of such conduct, then Landlord may at any time
thereafter elect (it being in Landlord's sole and unfettered discretion whether to make such
election and give such notice or not) give to Tenant a notice of termination of the Term
setting forth a termination date three (3) days from the date of the giving of such notice, and,
upon such termination date this Lease and the term and estate hereby granted shall expire
and terminate with the same effect as if that day were the date originally set forth for the
Expiration Date, and Tenant shall have no further obligation to pay Fixed Rent or
additional rent after such termination date except that Tenant agrees to pay to Landlord
all of Landlord's costs of obtaining possession of the Demised Premises if Tenant shall fail
forthwith to vacate and surrender possession.


ARTICLE 5

Alterations, Fixtures


Section 5.01. (a) Except as expressly provided below in this Section, Tenant shall
make no structural Alterations in or to the Demised Premises, including, without limitation,
removal, modification or installation of partitions, doors, storefront, entry doors, electrical
installations, plumbing installations, or parts thereof, without Landlord's prior written
consent in each instance, which approval shall not be unreasonably withheld or delayed,
and Tenant shall use the contractors referred to in Section 18.06 provided said contractors
charge commercially reasonable rates. All Alterations shall (i) be done at Tenant's sole
expense and at such times and in such manner as Landlord may from time to time
reasonably designate, (ii) comply with all Laws and Ordinances and all orders, rules,
requirements, regulations and recommendations of Insurance Boards, (iii) be made
promptly and in good and workmanlike manner using prime quality materials and (iv) not
affect the common or public areas of the Building and not affect the appearance of the
exterior of the Building.


    (b)	Tenant shall be permitted, without Landlord's consent, to perform Alterations that are non-structural in nature and do not affect any exterior walls, the floor slab, the ceiling slab,
support columns, beams or adversely affect Building Systems and do not conflict with the
rules, regulations and requirements of the Landmarks Preservation Commission provided
that Tenant shall in each instance give Landlord at least five (5) days prior written notice in
reasonable detail of the same ("No Consent Work").


Section 5.02.  Prior to commencing any Alterations for which a building permit is
required, Tenant shall furnish to Landlord, and obtain Landlord's prior written approval,
which shall not be unreasonably withheld or delayed, of:


    (i)	Plans and Specifications (as hereinafter defined) of such proposed Alterations, except No Consent
Work shall require a reasonable description only;


    (ii)	A certificate evidencing that Tenant has or has caused there to be procured and paid for worker's
compensation insurance covering all persons employed in connection with the work who
might assert claims for death or bodily injury against Mortgagee, Landlord, Tenant, the
Land, the Building, and the Board of Managers;


    (iii) 	Such additional personal injury and property damage insurance (over and above the insurance
required to be carried by Tenant pursuant to the provisions of Section 8.03) and builder's
risk insurance as Landlord may reasonably require in connection with the work to be done
for Tenant;


    (iv)	Tenant, upon request and not more frequently than monthly, shall provide Landlord with a
certification, duly executed by an appropriately authorized officer, that all contractors,
construction managers, material men and professionals retained by Tenant for the
performance of Alterations have been timely paid;


    (v)	Conceptual plans and designs, construction documents, working drawings, and such permits,
authorizations or consents as may be required by any applicable Laws and ordinances, all
of which shall be filed and obtained at Tenant's sole cost and expense, provided however
that no plans, specifications or applications and no modifications or changes thereto
(collectively "Plans and Specifications") shall be filed by Tenant with any governmental
authority without first obtaining Landlord's prior written consent in each instance, which
consent shall not be unreasonably withheld, conditioned or delayed and which consent
shall be deemed granted if Tenant does not receive notice of Landlord's refusal to consent
within five (5) business days after Tenant submits such Plans and Specifications for
Landlord's consent.


    In the event that Landlord shall submit the Plans and Specifications to Landlord's
architects and/or engineers for review, Tenant shall reimburse Landlord for Landlord's
actual out-of-pocket expenses of such review as additional rent within thirty (30) days
after written notice to Tenant of the amount of such expense.


Section 5.03. Any mechanic's or materialmen's lien filed against the Demised
Premises or the Land or the Building or Landlord's interest therein, for work claimed to have
been done for, or materials claimed to have been furnished to, Tenant shall be discharged
by Tenant, at Tenant's expense, within thirty (30) days after the date on which Tenant
receives notice of the same by filing the bond required by law or providing such other
security as Landlord shall reasonably require.


Section 5.04. Tenant agrees that it will not at any time use any contractors or labor
or materials in the Demised Premises if the use of such contractors or labor or materials
creates any difficulty with Union contractors or labor engaged by Tenant or Landlord or
others in the construction, maintenance or operation of the Building or any part thereof.


Section 5.05. Landlord shall not warrant the propriety of Plans and Specifications
for, and shall not be liable for any failure or diminution of any Building Systems or services
caused by, Alterations made by Tenant notwithstanding Landlord's consent or deemed
consent thereto, and Tenant shall correct any faulty installation and repair any damage
caused thereby.  Upon Tenant's failure to make such corrections and repairs, Landlord may,
after notice to Tenant and the expiration of the applicable cure period, make such corrections
and repairs and charge Tenant for the reasonable cost thereof as additional rent which shall
be paid by Tenant within thirty (30) days after written notice to Tenant of the amount
thereof.


Section 5.06 (a) All movable property, furniture, furnishings and trade fixtures
furnished by or at the expense of Tenant, other than those affixed to the Demised Premises
so that they cannot be removed without irreparable damage and other than those replacing
an item theretofore furnished and paid for by Landlord or for which Tenant has received
a credit, shall remain the property of Tenant, and may be removed by Tenant from time to
time prior to the expiration of the Term. Tenant shall notify Landlord in writing not less than
sixty (60) days prior to the expiration of the Term specifying any such items of property
which Tenant does not wish to remove.  If within thirty (30) days after the service of such
notice Landlord shall request Tenant to remove any of said items, Tenant shall, at Tenant's
expense, remove said items prior to the expiration of the Term.


    (b)	All Alterations made by either party, excluding those referred to in Section 5.06 (a), affixed to
the Demised Premises shall become the property of Landlord and shall be surrendered
with the Demised Premises at the end of the Term. Notwithstanding the foregoing,
Landlord may elect to require Tenant to remove any such Alterations, at Tenant's expense,
by giving written notice to Tenant not later than thirty (30) days prior to the expiration of
the Term.


    (c)	In any case where Tenant removes any property or Alterations in accordance with paragraphs A
and B above, or otherwise, Tenant shall repair all damage caused by said removal,
including but limited to damage to the ceiling and floors of the Demised Premises and
Building Systems.  Upon failure of Tenant to do so, Landlord may, after notice and the
expiration of the appropriate cure period, repair such damage and restore the Demised
Premises to good order and condition at Tenant's expense, and Tenant shall reimburse
Landlord therefore upon demand.


    (d)	Upon failure of Tenant to remove any property or Alterations which it is required to remove in
accordance with paragraphs A and B above, or upon termination of this Lease pursuant to
Article 15 hereof, Landlord may, after notice to Tenant and the expiration of the applicable
cure period, at Tenant's expense, (i) remove all such property and Alterations described
in paragraphs A and B above, and (ii) cause the same to be placed in storage, and (iii)
repair any damage caused by said removal and restore the Demised Premises to good order
and condition; and Tenant shall reimburse Landlord for all of the aforesaid expenses upon
demand.


    (e)	Notwithstanding anything to the contrary herein, any items of property or Alterations not
removed by Tenant may, at the election of Landlord, be deemed to have been abandoned
by Tenant, and Landlord may retain and dispose of said items without any liability to
Tenant and without accounting to Tenant for the proceeds thereof.


    (f)	The provisions of this Section 5.06 shall survive the expiration or termination of this Lease.


ARTICLE 6

Repairs


Section 6.01. Tenant shall take good care of the Demised Premises, the storefront
thereof, the handicapped accessibility equipment, the 8th Avenue facade, the steps, and the
doors, plate glass, signs, lightboxes, awnings, banners, flags, fixtures, glass, appurtenances
and equipment therein and thereof, and at its sole cost and expense shall make all repairs,
restorations and replacements (hereinafter collectively referred to as "Repairs") as and
when needed to preserve them in good working order and condition, whether or not such
Repairs are ordinary or extraordinary, or foreseen or unforeseen at this time and whether
or not such Repairs pertain to improvements in the Demised Premises furnished or
installed by Landlord, but Tenant shall not be obligated to make structural repairs, i.e.
repairs to the exterior walls, the floor slab, the ceiling slab, support columns, beams and
Building Systems. All damage or injury to the Building or the Building Systems inside or
outside of the Demised Premises, or any structural damage within the Demised Premises,
caused by or arising from Tenant, or Persons Within Tenant's Control, including those
which are extraordinary, structural or unforeseen, shall be repaired, restored or replaced
by Tenant, at its sole cost and expense. All Repairs shall be in quality and class equal to the
original work or installations and shall be done in good and workmanlike manner, using
prime quality materials, and where applicable, utilizing the contractors referred to in
Section 18.06.


Section 6.02. If Tenant shall fail to make any Repairs required to be made by Tenant
under this Article within 30 days after receipt of written notice from Landlord of the need
therefore, Landlord, in addition to any other rights it may have hereunder, may make said
Repairs on Tenant's behalf and charge Tenant for the reasonable cost thereof.  Provided that
Tenant has commenced a Repair in accordance with this Section 6.02 within said thirty (30)
day period, and thereafter is diligently prosecuting same to completion, said thirty (30) day
period shall be extended, where, due to the nature of a Repair, it cannot reasonably be
completed within thirty (30) days.  If, in an emergency, in Landlord's reasonable opinion,
any such Repairs are immediately necessary, then, no prior thirty (30) days' notice shall
be required, but Landlord shall give Tenant whatever notice is reasonable under the
circumstances and may make said Repairs on Tenant's behalf and charge Tenant for the
reasonable cost thereof as additional rent. In either event, Tenant shall pay Landlord such
reasonable cost within thirty (30) days after Tenant receives Landlord's invoice therefor with
supporting documentation.


Section 6.03. Subject to the provisions of the Condominium Documents, Landlord,
at its expense, shall make Repairs necessary to keep in good order and repair of the exterior
walls, the floor slab, the ceiling slab, support columns, beams, Building Systems and the
public portions of the Building. Provided that Landlord shall use reasonable efforts to
minimize interference with the conduct of Tenant's business, there shall be no allowance
to Tenant for a diminution of rental value or interruption of business (unless the conduct
of Tenants business in the Demised Premises is materially adversely impacted by the
performance of, or failure to perform, such Repairs) and no liability on the part of
Landlord by reason of inconvenience, annoyance or injury to business arising from
Landlord, Tenant or other making any Repairs or Alterations in or to any portion of the
Building or Building Systems or the Demised Premises.


Section 6.04. If Landlord shall fail to make any of the repairs required to be made by
Landlord under this Article within thirty (30) days after receipt of written notice from
Tenant of the need therefor, Tenant, in addition to any other rights it may have hereunder,
may make said Repairs on Landlord's behalf and charge Landlord for the reasonable cost
thereof. Provided that Landlord has commenced a Repair in accordance with this Section
6.04 within said thirty (30) day period, and thereafter is diligently prosecuting same to
completion, said thirty (30) day period shall be extended, where, due to the nature of a
Repair, it cannot reasonably be completed within thirty (30) days. If, in an emergency, in
Tenant's reasonable opinion, any such Repairs are immediately necessary, then, no prior
thirty (30) days' notice shall be required, but Tenant shall give Landlord whatever notice is
reasonable under the circumstances and may make said Repairs on Landlord's behalf and
charge Landlord for the reasonable cost thereof.  In either event, if Landlord shall not pay
Tenant within 30 days after receipt of an invoice therefore with supporting documentation,
Tenant may deduct the reasonable cost thereof from the Fixed Rent and other charges due
hereunder.


Section 6.05. In any case where Tenant is required to make Repairs or perform any
work pursuant to this Article and such Repairs or work is in or to space outside of the
Demised Premises, Landlord, subject to the provisions of the Condominium Documents,
may at its option elect to make such Repairs or to perform such work, utilizing contractors,
subcontractors and/or materialmen charging commercially reasonable rates, for and on
behalf of Tenant, at Tenant's sole cost and expense.  In such event, Tenant shall reimburse
Landlord as additional rent for the cost of such Repairs and/or work within thirty (30) days
after Landlord shall furnish a statement to Tenant of the amount thereof with supporting
documentation.


ARTICLE 7

Laws and Ordinances


Section 7.01. Tenant shall not do, and shall not permit Persons Within Tenant's
Control to do, any act or thing in or upon the Demised Premises or the Building which will
invalidate or be in conflict with the Certificate of Occupancy for the Demised Premises or the
Building, or violate any Laws and Ordinances.  Tenant shall, at its expense, comply with all
Laws and Ordinances which shall, with respect to the Authorized Use of, or installations
in, the Demised Premises or with respect to any abatement of nuisance, impose any
violation, order or duty upon Landlord or Tenant arising from, or in connection with, the
Authorized Use, or any installations made by Tenant in the Demised Premises, or required
by reason of a breach of any of Tenant's covenants or agreements under this Lease, whether
or not such Laws and Ordinances shall be presently in effect or hereafter enacted or issued
and whether or not any work required shall be ordinary or extraordinary or foreseen or
unforeseen at this time.


Section 7.02. If Tenant receives written notice of any violation of any Laws and
Ordinances applicable to the Demised Premises, Tenant shall give prompt written notice
thereof to Landlord.


Section 7.03. Tenant shall not hereby be under any obligation to comply with any Laws
and Ordinances requiring any structural Alteration of the Demised Premises, unless such
Alteration arises from, relates to or is in connection with (i) a condition which has been
created by or at the insistence of Tenant, or is attributable to the Authorized Use, or (ii) any
Alteration made by Tenant, or (iii) a breach of any of Tenant's covenants or agreements
under this Lease.


Section 7.04. If any governmental license or permit shall be required for the proper
and lawful conduct of Tenant's business or Alterations or decorations (including awnings
and the like) and if the failure to secure such license or permit would or might, in any way,
affect Landlord, or the Building, or the reputation of either or both, Tenant, at Tenant's
expense, shall duly and promptly procure and thereafter maintain such license or permit,
and submit the same to Landlord. Tenant, at Tenant's expense, shall at all times, comply
with the terms and conditions of each such license or permit.


Section 7.05. (a) Tenant shall not cause or permit any Hazardous Materials (as
hereinafter defined) to be used, stored, transported, released, handled, produced or
generated, in or from the Demised Premises or the Building, in violation of Laws and
Ordinances.  The term "Hazardous Material" shall mean any material that, whether by its
nature or use, is now or hereafter defined or regulated as a hazardous waste, hazardous
substance, pollutant or contaminant under any Laws and Ordinances, or which is toxic,
explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or
otherwise hazardous or which is or contains petroleum, gasoline, diesel fuel, another
petroleum hydrocarbon-product, asbestos, asbestos-containing materials or polychlorinated
biphenyls.


    (b)	Landlord represents and warrants to Tenant that, as of the date on which Landlord shall deliver
possession of the Premises to Tenant, the Premises shall be free from contamination by
Hazardous Materials.


    (c)	If, at any time during the Term, Hazardous Materials shall be found in or on the Demised Premises,
then:


        (i)	with regard to any Hazardous Materials that Tenant shall not have caused to be released within the
Demised Premises, Landlord shall remove or remediate same to the extent required by Laws
and Ordinances, and in compliance with Laws and Ordinances, at Landlord's sole cost; and
Landlord agrees to defend, indemnify, and hold each of Tenant and any Guarantor harmless
from and against any and all costs, damages, expenses, and/or liabilities (including
reasonable attorneys' fees) which each of Tenant or any Guarantor 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.


        (ii)	with regard to any Hazardous Materials released in the Demised Premises by Tenant, Tenant shall
remove or remediate same to the extent required by Laws and Ordinances, and in
compliance with Laws and Ordinances, 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.


        (iii)	If, prior to the Rent Commencement Date, any Hazardous Materials are found in or on the Demised
Premises, and, as a result thereof, Tenant is prevented or from opening for business, then,
notwithstanding anything to the contrary herein, the Rent Commencement Date shall be
delayed for a number of days equal to the number of days that Tenant is delayed from
opening for business in the Demised Premises due to the existence of the Hazardous
Materials, subject to the other provisions of this Lease.


        (iv)	If, on or after the Rent Commencement Date, Tenant is prevented from operating its business as a
result of the existence of such Hazardous Materials not caused by Tenant, then, Tenant's
Fixed Rent and all other charges due hereunder shall not abate, to the extent that the same
is covered by insurance and if it is not covered by insurance, the Fixed Rent shall abate
until Tenant is able to resume the operation of its business, subject to the other provisions
of this Lease.


    (e)	Each of Landlord's and Tenant's obligations pursuant to this Section 7.05 shall survive any
expiration and/or termination of this Lease.


Section 7.06. If an excavation shall be made upon the land adjacent to or under the
Building, or shall be authorized or contemplated to be made, Tenant shall afford to the
person causing or authorized to cause such excavation, license to enter upon the Demised
Premises for the purpose of doing such work as said person shall reasonably deem
necessary to preserve the Building from injury or damage and to support the same by
proper foundations without any claim for damages or indemnity against Landlord, or
diminution or abatement of rent.


ARTICLE 8

Insurance


Section 8.01.  Tenant shall not do or permit to be done any act or thing in or upon the
Demised Premises which will invalidate or be in conflict with the terms of the New York
State standard form of fire insurance with extended coverage, business interruption,
liability, boiler, sprinkler, water damage, war risk or other insurance policies covering the
Land or Building and the fixtures and property therein (hereinafter referred to as Building
Insurance); and Tenant, at its own expense, shall comply with all rules, orders, regulations
and requirements of all Insurance Boards, and shall not do or permit anything to be done
in or upon the Demised Premises or bring or keep anything therein or use the Demised
Premises in a manner which increases the rate of premium for any of the Building Insurance
over the rate in effect at the commencement of the Term.


Section 8.02. If, by reason of any failure of Tenant to comply with the provisions of
this Lease, the rate of premium for Building Insurance shall be higher than it otherwise
would be, Tenant shall reimburse Landlord upon request for that part of the Building
Insurance premiums thereafter paid by or assessed by the Condominium Board against
Landlord which shall have been charged because of such failure by Tenant. In any action
or proceeding wherein Landlord and Tenant are parties, a schedule or "makeup" of any
insurance rate for the Land, Building or Demised Premises issued by any Insurance Board
establishing insurance premium therefore, shall be prima facie evidenced the facts
therein stated and of the several items and charges in the insurance premium rates then
applicable to the Building.


Section 8.03. Tenant, at Tenant's sole cost and expense, shall obtain and maintain at
all times during the Term commercial general liability insurance protecting and
indemnifying Landlord, Tenant, the Board of Managers, and any Mortgagee against any
and all claims and liabilities for injury and damage to persons or property and for the loss
of life and of property occurring upon, in or about the Demised Premises, and including
products liability coverage, such insurance to afford minimum protection during the Term
of not less than combined single limit of $5,000,000.00 respect of bodily injury or death or
for property damage.


    Tenant, at Tenant's sole cost and expense, shall also maintain insurance against
business interruption and against any and all damage to or loss of Tenant's Alterations,
equipment, furnishings, furniture, fixtures and contents in the Demised Premises and the
Building, and all claims and liability relating thereto.


    All such insurance shall be effected under valid and enforceable policies (which
may cover the Demised Premises and other locations, provided that the coverage applicable
to the Demised Premises and the Building is not less than the amounts hereinbefore set
forth at any time during the Term), shall be issued by insurers of recognized responsibility,
authorized to do business in the State of New York and reasonably acceptable to Landlord,
and shall contain a provision whereby the insurer agrees not to cancel the insurance
without thirty (30) days, prior written notice to Landlord.


    On or before the Commencement Date, Tenant shall furnish Landlord with either
the original policy or a certificate thereof evidencing the aforesaid insurance coverage, and
any endorsements thereto. Renewal and replacement policies or certificates shall be
furnished to Landlord at least thirty (30) days prior to the expiration date of each policy
theretofore furnished.


Section 8.04. The parties shall cause each insurance policy insuring the Demised
Premises and its fixtures and contents including its personal property and equipment, to
be written in a manner so as to provide that the insuring companies waive all right of
recovery by way of subrogation against Landlord or Tenant in connection with any loss or
damage covered by any such policy. Neither party shall be liable to the other for the amount
of such loss or damage which is in excess of the applicable deductible, if any, caused by fire
or any of the risks enumerated in such policy, provided such waiver was obtainable at the
time of such loss or damage. However, if such waiver cannot be obtained, or is obtainable
only by the payment of an additional premium charge above that charged by companies
carrying such insurance without such waiver of subrogation, the party undertaking to
obtain such waiver shall notify the other party of such fact and such other party shall have
a period of twenty (20) days after the giving of such notice to agree in writing to pay such
additional premium if such policy is obtainable at additional cost; and if such other party
does not so agree duly in writing to pay such additional premium, or the waiver is
unobtainable, this Section shall be null and void as to the risks covered by such policy for
so long as either such waiver cannot be obtained or the party in whose favor a waiver of
subrogation is desired shall refuse to pay the additional premium charge. If the release of
either Landlord or Tenant, as set forth in the second sentence of this Section, shall
contravene any law with respect to exculpatory agreements, the liability of the party in
question shall be deemed not released but no action or rights shall be sought or enforced
against such party unless and until all rights and remedies against the other's insurer are
exhausted and the other party shall be unable to collect such insurance proceeds.


ARTICLE 9

Damage by Fire or Other Cause


Section 9.01.  If the Demised Premises or any part thereof shall be damaged by fire or
other insured casualty and Tenant shall give prompt written notice thereof to Landlord,
Landlord shall, subject to the provisions of the Condominium Documents and subject to
Sections 9.02 and 9.03, proceed with reasonable diligence to repair or cause to be repaired
such damage at its expense; and if the Demised Premises, or any part thereof, shall be
rendered untenantable by reason of such damage, the Fixed Rent hereunder, or an amount
thereof apportioned according to the area of the Demised Premises so rendered
untenantable (if less than the entire Demised Premises shall be so rendered untenantable),
shall, to the extent not covered by insurance, be abated for the period from the business
day immediately following the date of such damage to the date when the damage shall
have been repaired as aforesaid. Tenant covenants and agrees to cooperate with Landlord,
the Board of Managers and any Mortgagee in their efforts to collect insurance proceeds
(including rent insurance proceeds, if any) payable to such parties.


Section 9.02. Unless caused by Landlord's negligence or willful misconduct,
Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the
business of Tenant resulting in any way from damage from fire or other casualty or the
repair thereof. Tenant understands that Landlord, in reliance upon Section 8.03 will not
carry insurance of any kind on Tenant's furnishings, furniture, contents, personal property,
fixtures, equipment and Alterations, and that Landlord shall not be obligated to repair any
damage thereto or replace the same.


Section 9.03.  Notwithstanding anything else to the contrary contained in this Lease,
in the event that:


    (i)	if seventy-five percent (75%) of the Building is destroyed or substantially damaged by fixe or other
casualty and seventy-five percent (75%) of the unit owners of the Condominium do not
promptly approve the repair and restoration of the Building, or


    (ii)	there is any damage to the Demised Premises within the last year of the Term the cost of repair of
which exceeds six (6) months' Fixed Rent, and Tenant has not yet exercised its option for
the next Renewal Term, then Landlord may, at its sole option, terminate this Lease and the
term and estate hereby granted, by notifying Tenant in writing of such termination within
ninety (90) days after the date of such damage, and in the event described in subdivision
(ii) above, Tenant may terminate by notice to Landlord within thirty (30) days after the
date of such damage. In the event that either such notice of termination shall be given, this
Lease and the term and estate hereby granted shall expire as of the date of termination set
forth in the notice with the same effect as if that were the date originally set for the
expiration of the Term, and the Fixed Rent and additional rent hereunder shall be
apportioned as of such date (without, however, limiting any rent abatement to which
Tenant may be entitled pursuant to Section 9.01).


Section 9.04. Except as may be provided in Section 8.04, nothing herein contained
shall relieve Tenant from any liability to Landlord or to its insurers in connection with any
damage to the Demised Premises or the Building by fire or other casualty if Tenant shall be
legally liable in such respect.


Section 9.05. The provisions hereof shall be considered an express agreement
governing any case of damage to or destruction of the Building or Demised Premises or
any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the
State of New York providing for such a contingency in the absence of express agreement
and any other law of like import now or hereafter in force, shall have no application in such
case.


ARTICLE 10

Assignment, Subletting, Mortgaging


Section 10.01. Tenant covenants and agrees, for Tenant and Tenant's heirs, distributees, executors, administrators, legal representatives, successors, and assigns, that
neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof,
will be assigned, or advertised for assignment, mortgaged, pledged, encumbered or
otherwise transferred, by operation of law or otherwise, and that neither the Demised
Premises, nor any part thereof will be sublet or advertised for subletting or occupied by
anyone other than Tenant, or for any purpose other than as hereinafter set forth, without
the prior written consent of Landlord, given or withheld as hereinafter provided, in every
case except as expressly provided in this Section. Any transfer by operation of law or
otherwise of (i) Tenant's interest in this Lease, or (ii) 50% or more interest in Tenant
(whether by way of stock, limited and/or general partnership interest or otherwise), in a
single transaction or a related or unrelated series of transactions, shall be deemed an
assignment of this Lease for purposes of this Article.


Section 10.02. (a) If Tenant desires to assign this Lease or sublet all of the Demised
Premises, Tenant shall deliver to Landlord in writing (1) the name of the proposed assignee
or subtenant; (2) a duly executed counterpart of the term sheet or such other written
agreement which includes all of the terms and conditions of the proposed assignment or
subletting; (3) the nature and character of the experience of the principals of the proposed
assignee or subtenant and any other information reasonably requested by Landlord; (4) a
financial statement of the proposed assignee or subtenant, and its principals if not a
publicly owned entity, certified to by a certified public accountant or financial officer of the
proposed subtenant or assignee as of a date not more than twelve (12) months prior
thereto; and (5) an agreement to indemnify, defend and hold Landlord harmless against any
claim or liability for real estate brokerage commission payable with respect to any sublease
or assignment by Tenant.


    (b)	Landlord agrees not to unreasonably withhold its consent to an assignment of this Lease or a
subletting of the whole (but not part) of the Demised Premises to a single subtenant,
provided that Tenant has complied with the provisions of Paragraph A above. In
determining reasonableness, Landlord may take into consideration all relevant factors
surrounding the proposed assignment or sublease, including, without limitation, the
financial stability (given the obligations hereunder and the fact that Tenant has not been
released from liability, to the extent applicable) reputation and business experience of the
proposed assignee or subtenant and the proposed use of the Demised Premises (which
proposed use, subject to this subparagraph (b) and Section 10.02(e), may differ from the
Authorized Use) subsequent to such subletting or assignment.


    (c)	If Tenant believes that Landlord has unreasonably withheld its consent with respect to a proposed
subletting or assignment, Tenant may, within twenty (20) days after receiving notice that
Landlord has withheld its consent, give notice to Landlord of Tenant's intention to submit
the question of whether Landlord's consent was withheld unreasonably to expedited
arbitration in accordance with the expedited procedures of the American Arbitration
Association ("AAA") Rules for the Real Estate Industry (the "Rules") except that: (i) the list
of arbitrators referred to in paragraph (b) of Rule 57 shall be returned to the AAA within five
(5) business days after submission of the list; (ii) Landlord and Tenant shall notify the AAA
within four (4) business days after an arbitrator is appointed of any objections they may
have thereto and shall have no right to object to an arbitrator whose name was on the list
submitted by the AAA and as to whom no objection was made in connection with Rule
57; (iii) to the extent acceptable to the arbitrator, the notice of hearing in Rule 58 shall be
four (4) business days in advance of the hearing; and (iv) the hearing shall be held within
seven (7) business days after the appointment of the arbitrator. In the event that Tenant
prevails against Landlord in an expedited arbitration brought pursuant to this Section
10.02(c), Landlord's sole liability to Tenant for its refusal to consent to an assignment
proposed by Tenant shall be to consent thereto and Tenant hereby waives and relinquishes
any and all claims for damages or other compensation by reason thereof. The foregoing
reference to Rules 57 and 58 pertain to the Rules as amended and effective on May 1, 1994.
In the event that a subsequent amendment of the Rules becomes effective, the time frames
set forth herein shall pertain, as applicable, to the substantive equivalent of those rules
contained in such later version.


    (d)	Landlord may, in its sole discretion, in lieu of consenting to a proposed subletting or assignment,
elect to cancel and terminate this Lease by delivering to Tenant within ten (10) business
days following Tenant's request for Landlord's consent and, in such event, upon the date
specified in Tenant's notice of its intention to assign this Lease or sublet the Premises, as
applicable, and the Term shall come to an end and expire as fully as if the date specified in
such notice was the Expiration Date hereunder.


    (e)	No part of the Demised Premises may be used, assigned or sublet for the following uses: nude or
semi-nude dancing; bar, tavern or cocktail lounge, except as part of a restaurant operation;
"adult" or "X-rated" book or movie store (except that this provision shall not prohibit the
sale or rental of "adult" or "X-rated" video tapes as part of the business of a video store
offering a substantial selection of other types of video tapes as a majority of its selection);
for the display or sale of pornographic materials; adult movie theater; so-called "head
shops," selling or displaying drug paraphernalia; massage parlor; industrial purposes;
warehouse; entertainment or recreation facilities; training or education facilities; renting,
leasing or selling or displaying for the purpose of renting, leasing or selling of any boat,
motor vehicle or trailer; flea market; or on-site dry cleaning plant. "Entertainment or
recreation facility," as used herein, shall include, without limitation, a bowling alley, dance
hall, billiard or pool hall, game parlor, or video arcade (containing more than four (4)
electronic games). "Training or education facility" by definition shall include, without
limitation, a beauty school, barber college, reading room, place of instruction, or any
operation catering primarily to students or trainees as opposed to customers. For the
purposes of this Subsection "e", "pornographic materials" shall be any books, magazines,
newspapers or videotapes which would be obscene under prevailing laws.


Section 10.03. (a) If this Lease is assigned or if the Demised Premises is sublet or
occupied by anyone other than Tenant, Landlord, upon the occurrence of an Event of
Default and Tenant's failure to cure following applicable notice, may collect Fixed Rent,
additional rent and other charges from the assignee, sublessee or occupant, and apply the
net amount collected to the Fixed Rent, additional rent and other charges herein provided,
but unless Landlord in its sole discretion otherwise elects, no such assignment, subletting,
occupancy or collection shall be deemed a waiver of any covenant by Tenant under this
Article 10, nor shall the same be deemed the acceptance of the assignee, sublessee or
occupant as a tenant, or a release of Tenant from the further performance of the covenants
and agreements on the part of Tenant to be performed herein contained.


    (b)	If Landlord shall for any reason or cause recover or come into possession of the Demised
Premises before the Expiration Date, Landlord shall have the right at its option to take
over any and all subleases or sublettings of the Demised Premises or any part or parts
thereof made or granted by Tenant and to succeed to all the rights and privileges of said
subleases and sublettings or such of them as it may elect to take over and assume; and
Tenant hereby expressly assigns and transfers to Landlord such of the subleases and
sublettings as Landlord may elect to take over and assume at the time of such recovery of
possession, and Tenant shall upon request of Landlord execute, acknowledge and deliver
to Landlord such further assignments and transfers as may be necessary, sufficient and
proper to vest in Landlord the then existing subleases and subletting.


Section 10.04. The consent by Landlord to an assignment or subletting shall not
relieve Tenant, the assignee or subtenant from obtaining the express consent in writing of
Landlord to any further assignment or subletting.


Section 10.05. (a) Each permitted assignee or transferee shall assume and be deemed
to have assumed this Lease and shall be and remain liable jointly and severally with Tenant
for the payment of the Fixed Rent, additional rent, other charges and adjustments of rent,
and, subject to the right to change the Authorized Use pursuant to Section 10.02(b), for the
due performance of and compliance with all the terms, covenants, conditions, provisions and
agreements herein contained on Tenant's part to be performed or complied with for the
Term.


    (b)	No assignment, sublease or transfer shall be binding on Landlord unless such assignee, subtenant
or transferee of Tenant shall deliver to Landlord a duplicate original of the instrument of
assignment, sublease or transfer which contains a covenant of assumption by the assignee
or transferee of all of the obligations aforesaid, or if a sublease shall expressly provide that
it is subject to all of the provisions of this Lease, and any assignee or subtenant shall
obtain from Landlord in the case of any further proposed subletting or assignment the
aforesaid written consent, prior thereto. In the event of a purported assignment, sublease
or transfer in contravention of the provisions of this Lease, Landlord may elect to treat
such purported assignee, subtenant or transferee as having assumed this Lease jointly and
severally with Tenant, without in any way or to any extent binding Landlord to consent
to such purported assignment, sublease or transfer.


Section 10.06. In the event that any form of rent paid to Tenant by any assignee or
sublettee under this Article shall exceed the amount of fixed or additional rent payable
under this Lease by Tenant to Landlord at the time of such assignment or subletting,
Tenant shall, monthly during the term of such assignment or subletting, pay to Landlord,
and Landlord shall be entitled to receive, an amount equal to 50% of such excess less 50%
of reasonable legal fees and brokerage commissions paid by Tenant in procuring such
assignee or sublettee. Tenant's failure to pay said excess to Landlord shall constitute a
default under this Lease.


Section 10.07. (1) Tenant shall have the right to assign, transfer or otherwise convey
this Lease or sublet all or any portion of the Demised Premises (without the consent of
Landlord and without any increase in Minimum Rent, Additional Rent or other charges
hereunder, without any right of Landlord to recapture all or any part of the Demised
Premises and without the necessity to share any proceeds of such transaction with
Landlord) in connection with (i) a merger, consolidation or reorganization, (ii) a sale of any
of the capital stock of, or equity interest in, Tenant or (iii) a sale of all or a substantial
portion of the assets of Tenant, or the stock of Tenant or leases for (or assets of) stores
operating under the then-current trade name of Tenant, or (iv) any assignment or subletting
involving an Affiliate.


    (2)	If Landlord and an unaffiliated assignee of Tenant amend this Lease, Tenant shall not be liable for
the performance and observance of the obligations to be performed by the assignee
pursuant to the provisions of this Lease, as amended; however, Tenant shall remain liable
for the performance and observance of all the original obligations to be performed by Tenant
pursuant to this Lease (unless otherwise expressly provided in this Lease), provided that
Tenant shall have received copies of any default notice(s) and a reasonable opportunity to
cure any such default.


    (3)	The issuance or transfer of the stock, partnership interests or other equity interests of Tenant or
the general partner of Tenant (i) as a result of the public offering or trading of Tenant's
stock on a nationally or internationally recognized exchange or on the NASDAQ over-the-counter market or (ii) as a result of a private placement or other raising of funds to be
invested in Tenant for future expansion or additional working capital, shall not be deemed
to be an assignment, transfer or change in control requiring Landlord's consent.


    (4)	Anything contained herein to the contrary notwithstanding, Tenant shall have the right, without
Landlord's consent, to license any of the operations referred to in the permitted use clause
herein, or to permit concessionaires or franchisees to conduct such operations within the
Demised Premises or to share the office portion of the Demised Premises with another,
unrelated entity, provided Tenant shall not separately demise the Demised Premises in
connection with any of the foregoing and provided further that such operations and/or
sharing are ancillary to Tenant's business and that substantially all of the Demised
Premises are occupied by Tenant.


    (5)	For the purposes of this Lease, the term "Affiliate" shall mean Tenant's parent or any division,
subsidiary or affiliate of Tenant as Tenant's parent, or any other entity controlling,
controlled by, or under common control or ownership with Tenant, Tenant's parent or any
successor to any of the aforesaid.


ARTICLE 11

No Liability On Landlord


Section 11.01. Landlord and its agents shall not be liable for any damage to property
of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage
to any property of Tenant or Persons Within Tenant's Control by theft or otherwise.
Landlord and its agents shall not be liable for any injury or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow
or leaks from any part of the Building or from the pipes, appliances or plumbing works or
from the roof, street or subsurface or from any other place or by dampness or by any other
cause of whatsoever nature, unless caused by or due to the negligence or willful
misconduct of Landlord, its agents, or employees and even then, Section 8.04 shall, if
applicable, control; nor shall Landlord or its agents be liable for any such damage caused
by other tenants or persons in the Building or caused by operations in construction of any
private, public or quasi-public work.


Section 11.02. If at any time, as a requirement of law, any windows of the Demised
Premises are temporarily closed, darkened or covered for any reason whatsoever including
Landlord's own acts, Landlord shall utilize scaffolding, netting, sidewalk shed or similar
structures above the level of Tenant's facade and storefront with due regard for Tenant's
business and so as to minimize any disruption to Tenant's business or the ingress or egress
thereto.


Section 11.02.  (a) If at any time, for reasons within Landlord's control, any
windows of the Demised Premises are temporarily closed, darkened or covered for any
reason whatsoever for a period in excess of 30 days, or are substantially permanently
closed, darkened or covered for reasons beyond Landlord's reasonable control or Laws
and Ordinances, Landlord shall not be liable for any damage Tenant may sustain thereby
nor shall the same release Tenant from its obligations hereunder or constitute an eviction,
except that Tenant shall be entitled to an abatement of Fixed Rent in an amount to be
determined pursuant to the provisions of Section 44 of the Rider hereto.


Section 11.03. Tenant agrees, irrespective of whether Tenant shall be negligent, to
indemnify, defend and save harmless, the Board of Managers, Landlord and its members,
partners, officers, directors, contractors, agents and employees from and against any and
all liability (statutory or otherwise), claims, suits, demands, damages, judgments, costs,
fines, penalties, interest and expenses (including reasonable counsel fees and
disbursements incurred in any action or proceeding), to which Landlord or any such
member, partner, officer, director, contractor, agent or employee may be subject or suffer
to the extent arising from, or in connection with, (i) any liability or claim for any injury to,
or death of, any person or persons or damage to property (including any loss of use
thereof), in or about the Demised Premises, or (ii) the use and occupancy of the Demised
Premises or from any work, installation or thing whatsoever done or omitted (other than
by Landlord or its contractors or the agents or employees of either) in the Demised
Premises during the Term and during the period of time, if any, prior to the
Commencement Date that Tenant may have been given access to the Demised Premises, or
(iii) any default by Tenant in the performance of Tenant's obligations under this Lease or
from any act, omission, carelessness, or negligence of Tenant or Persons Within Tenant's
Control.


Section 11.04. Tenant shall reimburse and compensate Landlord as additional rent
within thirty (30) days after rendition of a statement for all expenditures, costs, fees,
expenses, judgments, penalties, damages, and fines sustained or incurred by Landlord
(including reasonable counsel fees and disbursements incurred in connection with any
action or proceeding) due to the operation of this Article, or non-performance or non-compliance with or breach or failure by Tenant to observe any term, covenant, agreement,
provision or condition of this Lease, or breach of any warranty or representation by Tenant
made in this Lease. If in any action or proceeding naming both Landlord and Tenant,
liability arising out of the negligence of Tenant is established, Tenant agrees (i) to indemnify
Landlord in accordance with the provisions of this Article and (ii) to waive any right of
contribution against Landlord except to the extent that Landlord may be a contributing
cause to the damage for which an action or proceeding was brought. Reference in this
Article 11 to Landlord shall for all purposes be deemed to include each Mortgagee.


Section 11.05. Landlord agrees not to unreasonably withhold or delay its consent
or approval in connection with any matter under this Lease for which its consent or
approval is required. Tenant agrees that its sole remedy in cases where it believes that
Landlord has reasonably withheld its consent or approval in connection with a matter
under this Lease for which Landlord's consent or approval is required, or any rider or
separate agreement relating to this Lease, shall be those in the nature of an injunction,
declaratory judgment, or specific performance, the rights to money damages or other
remedies being hereby specifically waived Unless Landlord is adjudicated to have acted
arbitrarily or capriciously.


ARTICLE 12

Condemnation


Section 12.01. If the whole of the Demised Premises shall be lawfully condemned or
taken in any manner for any public or quasi-public use, this Lease and the term and estate
hereby granted shall forthwith cease and terminate as of the date of vesting of title.  If only
a part of the Demised Premises shall be so condemned or taken, then, effective as of the date
of vesting of title, the Fixed Rent and additional rent hereunder shall be abated in an
amount thereof apportioned according to the area of the Demised Premises so condemned
or taken. If only a part of the Building shall be so condemned or taken (including the
Demised Premises), then (i) Landlord may, at its sole option, terminate this Lease and the
term and estate hereby granted as of the date of such vesting of title by notifying Tenant
in writing of such termination within sixty (60) days following the date on which Landlord
shall have received notice of vesting of title, and (ii) if such condemnation or taking shall
deprive Tenant of access to the Demised Premises and Landlord shall not have provided
or undertaken steps to provide other reasonable means of access thereto, or fifty (50%)
percent or more of the Demised Premises is taken in any such event Tenant may, at
Tenant's option, by delivery of notice in writing to Landlord within sixty (60) days following
the date on which Tenant shall have received notice of vesting of title, terminate this Lease
and the term and estate hereby granted as of the date of vesting of title.  If neither Landlord
nor Tenant elects to terminate this Lease, as aforesaid, this Lease shall be and remain
unaffected by such condemnation or taking, except that the Fixed Rent and additional rent
shall be abated to the extent, if any, hereinbefore provided in this Article 12. If only a part
of the Demised Premises shall be so condemned or taken and this Lease and the term and
estate hereby granted are not terminated as hereinbefore provided, Landlord will, with
reasonable diligence and at its expense, restore the remaining portion of the Demised
Premises as nearly as practicable to the same condition as it was in prior to such
condemnation or taking provided that such restoration shall not exceed the scope of the
work done by Landlord in originally constructing the Building.


Section 12.02. In the event of any condemnation or taking hereinbefore mentioned
of all or part of the Building or the Demised Premises, Landlord shall be entitled to receive
the entire award in the condemnation proceeding, including any award made for the value
of the estate vested by this Lease in Tenant, and Tenant hereby expressly assigns to
Landlord any and all right, title and interest of Tenant now or hereafter arising in or to any
such award or any part thereof, and Tenant shall be entitled to receive no part of such award.
In any condemnation proceeding Tenant may submit a separate claim against the
condemning authority for the value of tenant's trade fixtures and the cost of removal or
relocation, if such separate claims are allowable as such.


ARTICLE 13

Entry; Right to Change Portions of the Building


Section 13.01. Landlord reserves the right at any time and from time to time (without
thereby creating an actual or constructive eviction or incurring any liability to Tenant
therefore) to place such structures and to make such relocations, changes, alterations,
additions, improvements, repairs and replacements on the Land and in or to the Building
and the Building Systems as well as in or to the street entrances, subway entrances, lobbies,
halls, plazas, washrooms, passages, tunnels, elevators, escalators, stairways and other parts
thereof, and to erect, maintain and use pipes, ducts and conduits in and through the
Demised Premises, all as Landlord may in its discretion deem necessary or desirable, but
subject to Section 13.07.  Nothing contained in this Article 13 shall be deemed to relieve
Tenant of any duty, obligation or liability of Tenant with respect to making any repair,
replacement or improvement or complying with any Laws and ordinances as in this Lease
provided.


Section 13.02. Neither this Lease nor any use by Tenant shall give Tenant any right
or easement in or to the use of any doors (except the street door of the Demised Premises)
or hallways, or any passages or any tunnel nor to any connection of the Building with any
other building or to any public conveniences, and the use of such doors, hallways,
passages, tunnels, and connections and of such conveniences may without notice to Tenant
be regulated or discontinued at any time and from time to time by Landlord without
Landlord incurring any liability to Tenant therefore and without affecting the obligations
of Tenant under this Lease.


Section 13.03. Landlord, the Board of Managers and any Mortgagee, and their
respective representatives, may (subject to Section 13.07) enter the Demised Premises at all
reasonable hours upon reasonable prior notice and with a representative of Tenant present
and, in the event of an emergency, without Tenant being present, (although Landlord will
attempt telephonic notice to Tenant to the extent reasonably practical) for the purpose of
inspection or of making repairs, alterations, additions, restorations, replacements or
improvements in or to the Demised Premises or the Building or Building Systems or of
complying with Laws and Ordinances or the requirements of Insurance Boards, provided
that the foregoing shall not be deemed to impose any obligation on Landlord or any
Mortgagee to make any repairs or Alterations which Landlord is not otherwise obligated to
make under this Lease.


Section 13.04. Landlord may, at reasonable times upon reasonable prior notice, and
with a representative of Tenant present (unless despite such notice Tenant's representative
fails to attend) show the Demised Premises to any prospective purchaser, lessee,
mortgagee, or assignee of the Building and/or the Land, or of Landlord's interest therein,
and their representatives. During the period of twelve (12) months next preceding the
Expiration Date Landlord may similarly show the Demised Premises or any part thereof to
any person contemplating the leasing of all or a portion of the same as hereinabove
provided.


Section 13.05. Without incurring any liability to Tenant, Landlord may permit access
to the Demised Premises and open the same, whether or not Tenant shall be present, upon
demand of any receiver, trustee, assignee for the benefit of creditors, sheriff, marshal or
court officer entitled to, or reasonably purporting to be entitled to (Landlord shall use
reasonable caution in determining whether a person "purporting" to be entitled, is, in fact,
entitled, provided, however that Landlord shall not be obligated to make any independent
inquiry) such access for the purpose of taking possession of, or removing Tenant's
property or for any other lawful purpose (but this provision and any action by Landlord
hereunder shall not be deemed a recognition by Landlord that the person or official
permitted such access has any right to such access or interest in or to this Lease, or in or to
the Demised Premises), or upon demand of any representative of the fire, police, building,
sanitation or other department of the city, state or federal governments.


Section 13.07. Whenever Landlord is permitted to enter the Demised Premises, and
whenever Landlord makes repairs, alterations or improvements to the Building which
affect the Demised Premises, Landlord shall use reasonable efforts to minimize the
inconvenience to Tenant that may arise therefrom and any interference with the conduct
of Tenant's business; provided, however, that nothing herein contained shall obligate
Landlord to incur any additional or overtime costs or expenses except in the event of an
emergency.


ARTICLE 14

Bankruptcy


Section 14.01.  If at any time prior to the Lease Commencement Date or if at any time
during the Term there shall be filed by or against Tenant in any court pursuant to any statute
either of the United States or of any State a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a portion of Tenant's
property, and within ninety (90) days thereafter Tenant fails to secure a discharge thereof of
if Tenant makes an assignment for the benefit of creditors or petitions for or enters into an
arrangement, this Lease, at the option of Landlord, exercised by written notice to Tenant
within a reasonable time after notice to Landlord of the happening of any one or more of
such events, may be canceled and terminated, in which event the Term shall expire and
neither Tenant nor any person claiming through or under Tenant as a successor to Tenant's
rights in this Lease by virtue of any statute or of an order of any court shall be entitled to
possession or to remain in possession of the Demised Premises, but shall forthwith quit and
surrender the Demised Premises, and Landlord, in addition to the other rights and
remedies Landlord has by virtue of any other provision herein or elsewhere in this Lease
contained or by virtue of any statute or rule of law, may retain as liquidated damages any
rent, additional rent, security, deposit or monies received by it from Tenant or others in
behalf of Tenant.


Section 14.02.  Without limiting any of the foregoing provisions of this Article, if
pursuant to the United States Bankruptcy Code Tenant is permitted to assign this Lease
notwithstanding the restrictions contained in this Lease, Tenant agrees that adequate
assurance of future performance by an assignee expressly permitted under such Code shall
be deemed to mean (a) the deposit of cash security in an amount equal to the sum of six
(6) months' Fixed Rent plus additional rent under Article 19 of this Lease for the calendar
year preceding the year in which such assignment is intended to become effective, which
deposit shall be held by Landlord for the balance of the Term, without interest, as security
for the full performance of all of the obligations under this Lease on the part of tenant to be
performed, and (b) evidence by financial statement dated not more than six (6) months prior
to submission, prepared and certified by a certified public accountant or a principal owner
of the assignee that the assignee has a net worth, after including the assignment and
excluding the value of the leasehold, sufficient to meet the remaining rental obligations
under this Lease, and (c) evidence of experience in direct ownership and operation of a
retail establishment.


ARTICLE 15

Defaults, Remedies, Damages


Section 15.01. If any one or more of the following events ("Events of Default") shall
occur:


    (a)	Tenant shall default in the payment of any Fixed Rent, additional rent or any other charge
payable hereunder by Tenant to Landlord on any date upon which the same becomes due,
and such default shall continue for five (5) days after written notice (which notice shall be
a condition of the accruing of interest pursuant to Section 3.04); or


    (b)	Tenant shall do anything or permit anything to be done, whether by action or inaction, contrary to
any covenant, agreement, term, provision or condition of this Lease, or any exhibit
annexed hereto, on the part of Tenant to be kept, observed or performed (other than a
default of the character referred to in paragraph (a) of this Section 15.01), and such
situation shall continue and shall not be remedied by Tenant within thirty (30) days after
Landlord shall have given to Tenant a written notice specifying the same, except in
connection with a situation or default not susceptible to being cured within said thirty (30)
day period, in which event the time of Tenant within which to cure the same shall be
extended for such time as shall be necessary to cure the same, provided Tenant within such
thirty (30) day period commences promptly and thereafter proceeds diligently to cure the
same, and provided further that such period of time shall not be so extended as to
jeopardize the interest of Landlord in the Land and/or the Building or so as to subject
Landlord or the Board of Managers to any liability, civil or criminal, or


    (c)	any event shall occur or any contingency shall arise whereby this Lease or the estate hereby
granted or the unexpired balance of the Term would, by operation of law or otherwise,
devolve upon or pass to any person, firm, association or corporation other than Tenant,
except as may be expressly authorized herein.


    THEN IN ANY of said events Landlord may at any time thereafter give to Tenant a notice
of termination of the of the Term setting forth a termination date five (5) days from the
date of the giving of such notice, and, upon the giving of such notice, this Lease and the
term and estate hereby granted (whether or not the term shall theretofore have
commenced) shall expire and terminate upon the expiration of said five (5) days with the
same effect as if that day were the date originally set for the Expiration Date, but Tenant
shall remain liable for damages as provided in this Article.


Section 15.02. (a) If an Event of Default shall have occurred and be continuing,
Landlord or Landlord's agents and servants, whether or not the Term shall have been
terminated pursuant to Articles 14 or 15, may, without notice to Tenant, immediately or at
any time after the giving of such notice and expiration of such cure periods as are provided
for in Section 15.01 in case of such default reenter into or upon the Demised Premises or
any part thereof, by summary dispossess proceedings or by any suitable action or
proceeding at law, without being liable to indictment, prosecution or damages therefor,
and may repossess the same, and may remove any persons or property therefrom, to the
end that Landlord may have, hold and enjoy the Demised Premises again as and of its first
estate and interest therein.  The words "reenter" "reentry" and "reentered" as used in this
Lease are not restricted to their technical legal meanings. In the event of any termination
of this Lease under the provisions of Article 14 or 15 or in the event that Landlord shall
reenter the Demised Premises under the provisions of this Article 15 or in the event of the
termination of this Lease (or of reentry) by or under any summary dispossess or other
proceeding or action or any provision of law, Tenant shall thereupon pay to Landlord the
Fixed Rent, additional rent and any other charges payable hereunder by Tenant to Landlord
up to the time of such termination of this Lease, or of such recovery of possession of the
Demised Premises by Landlord, as the case may be, plus the expenses incurred or paid by
Landlord in terminating this Lease or of reentering the Demised Premises and securing
possession thereof, including reasonable attorneys' fees and costs of removal and storage
of Tenant's property, and Tenant shall also pay to Landlord damages as provided in Section
15.03.


    (b)	In the event of the reentry of the Demised Premises by Landlord under the provisions of this
Section 15.02, and if this Lease shall not be terminated, Landlord may (but shall not be
obligated to), not in Landlord's own name, but as agent for Tenant, relet the whole or any
part of the Demised Premises for any period equal to or greater or less than the remainder
of the original term of this Lease, for any sum which Landlord may deem suitable,
including rent concessions, and for any use and purpose which Landlord may deem
appropriate.


    (c)	In the event of a breach or threatened breach on the part of Tenant with respect to any of the
covenants, agreements, terms, provisions or conditions on the part of or on behalf of Tenant
to be kept, observed or performed, Landlord shall also have the right of injunction.


    (d)	In the event of (i) the termination of this Lease under the provisions of Article 14 or 15, or (ii)
the reentry of the Demised Premises by Landlord under the provision of this Section
15.02, or (iii) the termination of this Lease (or reentry) by or under any summary
dispossess or other proceeding or action or any provision of law by reason of default
hereunder on the part of Tenant, Landlord shall be entitled to retain all monies, if any, paid
by Tenant to Landlord, whether as advance rent, additional rent, security deposit or
otherwise, but such monies shall be credited by Landlord against any Fixed Rent,
additional rent or any other charge due from Tenant at the time of such termination or
reentry or, at Landlord's option, against any damages payable by Tenant under Section
15.03 or pursuant to law.


    (e)	The specified remedies to which Landlord may resort under this Lease are cumulative and
concurrent and are not intended to be exclusive of each other or of any other remedies or
means of redress to which Landlord may lawfully be entitled at any time, and Landlord
may invoke any remedy allowed under this Lease or at law or in equity as if specific
remedies were not herein provided for, and the exercise by Landlord of any one or more
of the remedies allowed under this Lease or in law or in equity shall not preclude the
simultaneous or later exercise by the Landlord of any or all other remedies allowed under
this Lease or in law or in equity. Notwithstanding the foregoing, but subject to the
provisions of Section 25.02, the parties hereby mutually and expressly waive against each
other claims for punitive and consequential damages.


Section 15.03. (a) In the event of any termination of this Lease under the provisions
hereof or under any summary dispossess or other proceeding or action or any provision
of law or in the event that Landlord shall reenter the Demised Premises under the
provisions of this Lease, Tenant will pay to Landlord as damages, at the election of
Landlord, either:


    (i)	a sum which at the time of such termination of this Lease or at the time of any such reentry by
Landlord, as the case may be, represents the then value of the excess, if any, of (A) the
aggregate of the installments of Fixed Rent, and the additional rent (if any) which would
have been payable hereunder by Tenant, had this Lease not so terminated, for the period
commencing with such earlier termination of this Lease or the date of any such reentry, as
the case may be, and ending with the date hereinbefore set for the expiration of the full
term hereby granted pursuant to Articles 1 and 2, over (B) the aggregate rental value of the
Demised Premises for the same period, both discounted to present value at the rate then
being paid on newly issued US Treasury Notes often year maturity, or


    (ii)	sums equal to the aggregate of the installments of Fixed Rent, and additional rent (if any) which
would have been payable by Tenant had this Lease not so terminated, or had Landlord not
so reentered the Demised Premises, payable upon the due dates therefor specified herein
following such termination or such reentry and until the date hereinbefore set for the
expiration of the full term hereby granted; provided, however, that if Landlord shall relet the
Demised Premises during said period, Landlord shall credit Tenant with the net rents
received by Landlord from such reletting, such net rents to be determined by first deducting
from the gross rents as and when received by Landlord from such reletting the expenses
incurred or paid by Landlord in terminating this Lease and of reentering the Demised
Premises and of securing possession thereof, including attorneys, fees and costs of removal
and storage of Tenant's property, as well as the expenses of reletting, including repairing,
restoring, altering, decorating and preparing the Demised Premises for new tenants,
brokers, commissions, advertising costs, attorneys' fees, and all other similar or dissimilar
expenses chargeable against the Demised Premises and the rental therefrom in connection
with such reletting, it being understood that any such reletting may be for a period equal to
or shorter or longer than the remaining term of this Lease; provided further, that (A) in no
event shall Tenant be entitled to receive any excess of such net rents over the sums payable
by Tenant to Landlord hereunder, (B) in no event shall Tenant be entitled in any suit for the
collection of damages pursuant to this paragraph (ii) to a credit in respect of any net rents
from a reletting except to the extent that such net rents are actually received by Landlord
prior to the commencement of such suit, and (C) if the Demised 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 of the expenses
of reletting.


    (b)	For the purposes of paragraph (i) of Section 15.03(a), the amount of additional rent which would
have been payable by Tenant under Article 19 and 34 for each year, as therein provided,
ending after such termination of this Lease or such reentry, shall be deemed to be an amount
equal to the amount of such additional rent, respectively, payable by Tenant for the
calendar year and Tax Year ending immediately preceding such termination of this Lease
or such reentry. Suit or suits for the recovery of such damages, or any installments thereof
may be brought by Landlord from time to time at its election, and nothing contained herein
shall be deemed to require Landlord to postpone suit until the date when the term of this
Lease would have expired if it had not been terminated under the provisions of Articles 14
or 15, or under any provision of law, or had Landlord not reentered the Demised Premises.


    (c)	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. The failure or refusal of Landlord to relet the Demised Premises or any
part or parts thereof or the failure of Landlord to collect the rent thereof under such
reletting, shall not release or affect Tenant's liability for damages.


Section 15.04. Tenant, for Tenant, and on behalf of any and all persons, firms,
corporations and associates claiming through or under Tenant, including creditors of all
kinds, does hereby waive and surrender all right and privilege which they or any of them
might have under or by reason of any present or future law to redeem the Demised
Premises or to have a continuance of this Lease for the term hereby demised after Tenant
is dispossessed or ejected therefrom by process of law or under the terms of this Lease or
after the expiration or termination of this Lease as herein provided or pursuant to law.
Tenant also waives the provision of any law relating to notice and/or delay in levy of
execution in case of an eviction or dispossess of a tenant for non-payment of rent, and of any
other law of like import now or hereafter in effect. It is further mutually agreed that in the
event Landlord commences any summary proceeding for non-payment of rent or for
holding over after the termination of this Lease, Tenant will not interpose any
counterclaim of whatever nature or description in any such proceeding unless failure to
so interpose in such proceeding would constitute a waiver of Tenant's right to bring a
separate action based thereon.


ARTICLE 16

Curing Tenant's Defaults - Additional Rent


    If Tenant shall default in the performance of any covenant, agreement term,
provision or condition herein contained (other than those covenants set forth in Article 6
of this lease which shall be governed by Article 6), Landlord, without thereby waiving such
default, may perform the same for the account and at the expense of Tenant, without notice
in a case of emergency or when Landlord may be subject to any civil or criminal liability,
and in any other case if such default continues after thirty(30) days from the date that
Landlord gives written notice to Tenant of its intention to do so, unless such other default
cannot, despite Tenant's reasonably diligent efforts, be cured within 30 days and Tenant
has commenced curing such default within said 30 day period and thereafter continues
diligently to cure Bills for any reasonable expense incurred by Landlord in connection with
any such performance by Landlord for the account of Tenant, as well as bills for any
property, material, labor or services provided, furnished or rendered, or caused to be
provided, furnished or rendered, by Landlord to Tenant may be sent by Landlord to Tenant
monthly, or immediately, at Landlord's option, and shall be due and payable by Tenant
within thirty (30) days after the same is sent to Tenant by Landlord, and the amounts thereof
shall be deemed to be additional rent under this Lease. If Tenant or (with Tenant's
authorization) any subtenant requests consent or approval to any act that requires
Landlord's consent or approval under this Lease and if Landlord, in its sole discretion,
refers to the matter to its attorneys or other professionals or experts, then, whether or not
such consent or approval is granted, Tenant agrees to reimburse Landlord for all such
reasonable fees incurred by Landlord in connection with the consideration of such request
and/or the preparation of any documents pertaining thereto, as additional rent and the
same may be billed to, and shall be payable by, Tenant as provided in the previous sentence.


ARTICLE 17

Covenant of Quiet Enjoyment


    Landlord covenants that so long as this Lease has not been terminated as herein
provided, Tenant may peaceably and quietly enjoy the Demised Premises, subject to the
terms and conditions of this Lease.


ARTICLE 18

Services and Equipment


Section 18.01. Landlord shall deliver the Premises broom clean and vacant. Tenant
acknowledges that Landlord is not furnishing, installing or supplying any air-conditioning,
heating, ventilation, electric, cleaning or other services or equipment in and to the
Demised Premises, except that Landlord represents that three-phase, four wire 200 amp
electric service, domestic water, chilled water, sewer and fire sprinkler lines are stubbed to
the Premises, and that Landlord has supplied perimeter heating elements


Section 18.02. Tenant, at its sole cost and expense, and subject to the provisions of
Article 5, shall be permitted to connect its domestic hot and cold water, waste and HVAC
chilled water lines into those of the Building. Tenant shall, at its expense, furnish and install
meters or other means to measure Tenant's electric, domestic water and chilled water
consumption. Tenant agrees to pay for the maintenance of said meter equipment and/or
to pay Landlord's cost of other means of measuring such water consumption by Tenant.
Tenant shall reimburse Landlord for the actual cost of all domestic and chilled water
consumed as measured by said meter or meters or as otherwise measured, including sewer
rents.


Section 18.03. Tenant shall, at Tenant's expense, keep the Demised Premises clean
and in order, to the reasonable satisfaction of Landlord (including, without limitation, the
cleaning of the storefronts and windows and sidewalks and compliance with all recycling
requirements of Laws and Ordinances) and for that purpose shall employ a person, firm
or corporation reasonably acceptable to Landlord. Tenant shall, at Tenant's own expense,
make all repairs and replacements to the sidewalks and curbs adjacent to the front of the
Demised Premises made necessary by Tenant's misuse thereof, or negligence, and keep the
sidewalks, arcade and curbs adjacent to the Demised Premises free from snow, ice, dirt
and rubbish. Tenant agrees to have Tenant's refuse removed daily at Tenant's expense. If
Tenant fails to remove any accumulation of refuse or garbage, Landlord may after notice to
Tenant and the expiration of the applicable cure period (except where sooner action is
required to cure violations of law, ordinances, regulations or other municipal requirements
or violations of the Condominium's By-Laws, Rules and Regulations) remove the same,
and Tenant shall pay to Landlord the reasonable cost of removal of any of Tenant's refuse
and rubbish from the Building. Bills for the same shall be rendered by Landlord to Tenant
at such time as Landlord may elect and shall be due and payable within thirty (30) days
thereafter and the amount of such bills shall be deemed to be, and be paid, as additional
rent.  Tenant shall store its refuse in such manner as Landlord shall reasonably require
prior to the daily pickup thereof. Tenant shall not leave garbage outside the Building for
carter pickup except during the hours and in the location required by Landlord. All
garbage shall be tightly packaged. All deliveries to the Demised Premises, and the removal
of garbage and refuse shall be subject to reasonable rules and regulations to be established
by the Landlord, and/or the Condominium Board, in their reasonable judgment and
discretion, with due regard to the character and operation of the Building and the
Authorized Use.  Landlord shall not discriminate against Tenant in enforcing said rules and
regulations however. Tenant shall cause all garbage and waste to be stored in the Demised
Premises until removal for carter pick-up.


Section 18.04. Landlord reserves the right to stop the furnishing of the Building
services and to stop service of the Building Systems, when necessary, by reason of accident,
or emergency, or for Repairs and Alterations in the judgment of Landlord desirable or
necessary to be made, until said Repairs and Alterations shall have been completed; and
Landlord shall have no responsibility or liability for failure to supply air conditioning, heat,
elevator, plumbing, water, electric, cleaning or other services during said period or when
prevented from so doing by strikes, lockouts, difficulty of obtaining materials, accidents or
by any cause beyond Landlord's control, or by Laws and ordinances or failure of
electricity, water, steam, coal, oil or other suitable fuel or power supply, or inability by
exercise of reasonable diligence to obtain electricity, water, steam, coal, oil or other suitable
fuel or power, To the extent covered by insurance, no diminution or abatement of rent or
other compensation shall or will be claimed by Tenant as a result therefrom, nor shall this
Lease or any of the obligations of Tenant be affected or reduced by reason of such
interruption, curtailment or suspension, nor shall the same constitute an actual or
constructive eviction provided that Landlord shall use reasonable efforts to minimize
interference with Tenant's business when making any repairs which cause an interruption
in Building Services or a shutdown of Building Systems.


Section 18.05. Tenant shall be entitled to non-exclusive use of the basement service
access on the Eighth Avenue side of the Building only (the "Service Corridors"), including
ingress and egress through the service entrance(s) which provide access to the Service
Corridors from time to time, which serve the floors in the Building in which the Demised
Premises is located for deliveries of merchandise, trade equipment, materials and supplies.
Landlord shall not discriminate against Tenant in enforcing Landlord's rules and
regulations with respect to use of the Service Corridors until a service elevator is installed
in the Building, Tenant shall have the right to use the grated areaway adjacent to the
subway entrance located on the 14th Street side of the Building for access to the basement.
Thereafter, Tenant shall not use any service or other access on the 14th Street side of the
Building. Tenant shall have exclusive use of the window boxes on the 8th Avenue side of
the building for display purposes.


Section 18.06. Landlord shall provide Tenant reasonable access to the Building's
plumbing, mechanical, electrical and other engineering systems (including, without
limitation, sources of steam, fresh air intakes, exhaust systems and smoke purges)
(hereinafter collectively referred to as "Engineering Systems") necessary to build and
operate the Demised Premises in accordance with the Building Code of the New York City
and other applicable laws. In the event that the Demised Premises contains no point of entry
for any Engineering Systems, Tenant may, at its sole expense, upon reasonable prior notice
to Landlord and in the presence of Landlord's engineer or Building supervisor if Landlord
so requires, perform such work outside of the Demised Premises as is reasonably necessary
to connect the Premises to such Engineering Systems, including, without limitation, the
installation of ductwork, piping, risers, conductors, conduits and feeders. Notwithstanding
anything to the contrary in this Lease, ANY AND ALL PLUMBING, ELECTRICAL, FIRE
ALARM AND MECHANICAL WORK SHALL BE PERFORMED ONLY BY J. VULPIS &
SON, INC. (plumbing and sprinkler), MASTER COOLING (mechanical work)
SCIENTIFIC ELECTRIC (electrical and fire safety systems), and IBK (EIFFS system and
exterior enclosures) at Tenant's sole expense provided that said contractors charge
commercially reasonable rates. Tenant shall repair any damage to the Building or the
Engineering Systems caused by or resulting from such work and shall indemnify and hold
Landlord and the Board of Managers harmless from any loss, cost or damage suffered by
Landlord as a result of or in any way relating to the performance of such work.


Section 18.07.  Landlord shall provide an area (the Mechanical Area) outside of the
Demised Premises on the west mezzanine above the water closets set forth in Schedule
"A" for Tenant's placement of its mechanical equipment. Tenant shall have the option of
using the Mechanical Area for the installation of a chilled air HVAC system. Tenant's use
of the Mechanical Area is by Landlord's revocable permission only. Nothing in this lease
is intended to nor shall it be deemed to create a landlord-tenant relationship between
Landlord and Tenant with respect to the Mechanical Area.


ARTICLE 19

Adjustment of Rent


Section 19.01. In addition to the Fixed Rent and additional rent hereinbefore
reserved, Tenant covenants and agrees to pay Landlord as additional rent, sums computed
in accordance with the following provisions of this Article:


Section 19.02. For the purposes of this Lease:


    (a) "Taxes" shall mean Tenant's Share of all real estate taxes and assessments
(including water rates and sewer rents), general or special, foreseen or unforeseen,
ordinary or extraordinary, of any nature whatsoever, levied, confirmed, charged, payable
or imposed upon or attributable to Commercial Unit No. 2, or Landlord's interest therein,
and any Business Improvement District or similar charges assessed against the same. Any
special assessment or levy which is imposed upon the Land, the Building or Landlord's
interest therein shall be deemed to be included in the term "Taxes"; and if, but only if, due
to a future change in or addition to the method of taxation, an income, gross receipts,
capital, franchise, transfer, estate, inheritance, capital stock or other tax shall be levied
against Landlord in substitution for, in lieu of any tax in the nature of a real estate tax or
assessment, such income, gross receipts, capital, franchise, transfer, estate, inheritance,
capital stock or other tax shall be deemed to be included in the term "Taxes", but only to
the extent of the amount thereof that would be levied if the Landlord's interest in
Commercial Unit No. 2 were the only asset of Landlord.


    (b)	"Tax Year" shall mean every 12 consecutive month period, all or any part of which occurs during
the term of this Lease, commencing each July 1st or such other date as shall be the first
day of the fiscal tax year of the City of New York of other governmental agency
determined by Landlord to be responsible to the collection of substantially all Taxes.


    (c)	"Base Tax Year" shall mean the twelve (12) month fiscal

Tax Year commencing July 1, 2001.


    (d)	"Base Taxes" shall mean the Taxes for the Base Tax Year.


Section 19.03. (a) If the Taxes for any Tax Year shall be greater than the Base Taxes,
then Tenant shall pay to Landlord as additional rent for each such Tax Year an amount equal
to Tenant's Share (as defined in Section 1.01) of such excess for such Tax Year. As soon as
practicable after the issuance by the governmental authority having jurisdiction thereover,
of tax bills for Taxes for any Tax Year, Landlord shall submit to Tenant a statement,
together with a copy of the applicable tax bill, which shall indicate the amount, if any,
required to be paid by Tenant as additional rent as in this Section provided. Within thirty
(30) days after the issuance of the statement, Tenant shall pay such additional rent, if any,
as set forth on such statement.


    (b)	If, following the delivery of any statement, Landlord shall receive a refund of Taxes for any Tax
Year for which Tenant has paid any additional rent under the provisions of this Section,
Tenant's Share of the net proceeds of such refund, after deduction of reasonable legal fees,
appraiser's fees and other expenses reasonably incurred in obtaining reductions and refunds
and collecting the same shall be applied and allocated to the periods for which the refund
was obtained and, Landlord shall, as applicable, offset such refund against Rent,
Additional Rent or other monies due under this lease from Tenant to Landlord or refund
Tenant's Share of such refund. In no event shall any refund due Tenant hereunder exceed
the sum paid by Tenant for such particular Tax Year. Tenant shall not have the right, nor
Landlord the obligation, to seek from the taxing authority any refund or reduction of
Taxes.  Any additional payment due for any Tax Year shall be made by Tenant within
thirty (30) days after the furnishing of the revised statement.


    (c)	Intentionally deleted.


    (d)	Tenant shall pay, before delinquency, all occupancy taxes and all property taxes and assessments
on the furniture, fixtures, equipment and other property of Tenant at any time situated on
or installed in the Demised Premises, and on additions and improvements in the Demised
Premises made or installed by Tenant subsequent to the Commencement Date, if any.


Section 19.04. Nothing contained in any provision of this Lease dealing with
adjustments of rent or additional rent shall be construed so as to reduce the Fixed Rent
below the sum set forth in Section 1.01 plus any increases therein pursuant to any provision
of this Lease.


Section 19.05. Any payments due hereunder for any period of less than a full Tax
Year at the end of the Term shall be prorated. Landlord's failure to render any statement
under the provisions of this Article shall not prejudice its right to thereafter render said
statement for such year or any subsequent years, provided that any such statement is
rendered by no later than the end of the calendar year following the end of subject tax year.
If Tenant shall fail to object in writing to any statement issued by Landlord under this
Article within 90 days after receipt, all contents of such statement shall thereafter be
deemed binding and conclusive upon Tenant. The obligations of Landlord and Tenant
with respect to any payment and/or refund of additional rent pursuant to this Article
applicable to the last fiscal year of the Term shall survive the expiration of the Term.


ARTICLE 20

Electricity


Section 20.01. Tenant shall arrange to obtain electric current directly from the public
utility corporation supplying electric current to the Building. Tenant shall be permitted to
use the risers, conductors, conduits, electrical panel and such other equipment and
facilities, if any, which presently supply electricity to the Demised Premises (collectively,
"Electrical Equipment").


Section 20.02. Landlord shall provide service of a minimum of three-phase, four
wire, 200 amp electrical service. However, Landlord shall not in any way be liable or
responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur
if either the quantity or character of electric service is changed or is no longer available or
suitable for Tenant's requirements provided that any loss of electricity shall not be the
result of Landlord's, or its agent's, employees or contractors', negligence.  Tenant's use of
electric current in the Demised Premises shall not at any time exceed the capacity of any of
the Electrical Equipment serving the Demised Premises.  If Tenant's electrical needs exceed
the capacity of existing Electrical Equipment, Tenant may, after obtaining Landlord's prior
written consent (which shall not be unreasonably withheld or delayed), install such
additional Electrical Equipment or modify the existing Electrical Equipment as may be
necessary to provide for Tenant's electrical needs. Should Landlord grant such consent, all
costs and expenses in connection with any modification or replacement of or addition to the
Electrical Equipment, including those for filing and, in the event that Scientific Electric does
not perform the work, Landlord's reasonable costs for supervision, shall be paid by,
Tenant.


ARTICLE 21

Broker


    The parties warrant and represent to each other that there was no broker with whom
they dealt in connection with the Demised Premises, the Building and/or this transaction,
and that this Lease was not brought about or procured through the use, negotiation
and/or instrumentality of any agent or broker, except the broker(s) referred to as the
Designated Broker specified in Section 1.01.  The parties covenant and agree to pay,
indemnify and hold each other harmless from and against any and all loss, cost, expense
or damages, arising from any claim for commissions or other compensation, together with
all costs and expenses incurred in resisting any claims (including reasonable attorneys'
fees), made by any agent or agents and/or any broker or brokers other than the
Designated Broker. The fees of the Designated Broker shall be paid by Landlord pursuant
to a separate agreement.


ARTICLE 22

Subordination


Section 22.01. Subject to the conditions hereinafter set forth, this Lease and all of
Tenant's rights hereunder, including Tenant's rights under Article 27 (Persons Bound), are
and shall be subject and subordinate to (i) the Condominium Documents and (ii) all
Mortgages and other agreements now or hereafter affecting the title to the Demised
Premises, and to all advances heretofore or hereafter made under any such Mortgages and
to all renewals, modifications, consolidations, replacements, spreaders, substitutions,
additions and extensions of any such Mortgages or Condominium Documents.


Section 22.02. The subordination set forth in Section 22.01 is subject to the condition
that any present or future holder of a Mortgage and/or condominium association or
corporation under the Condominium Documents shall execute and deliver to Tenant an
agreement ("SNDA Agreement") providing that such party will recognize this Lease and
not disturb Tenant's possession of the Demised Premises in the event of foreclosure if
Tenant is not then in default hereunder beyond any applicable cure period. Tenant agrees,
upon receipt of such SNDA Agreement, to execute such further reasonable instrument(s)
as may be necessary to subordinate this Lease to the lien of any such Mortgage, or the
Condominium Documents in accordance with this Section 22.02.


Section 22.03. Tenant agrees that upon the request of the holder of a Mortgage, or
the purchaser at a sale in foreclosure of a Mortgage, or other person, who shall succeed to
the interests of Landlord (which such lessor, Mortgagee, purchaser or other person is
hereafter in this paragraph referred to as "such successor in interest"), Tenant covenants
and agrees to attain to such successor in interest and recognize such successor in interest
as its landlord under this Lease.  Tenant agrees to execute an instrument in writing
reasonably satisfactory to such successor in interest, whereby Tenant attorns to such
successor in interest.


Section 22.04. If, in connection with obtaining financing or refinancing for the
Building or Land, any Mortgagee or prospective Mortgagee shall request modifications
to this Lease as a condition to such financing or refinancing, Tenant will not unreasonably
withhold or delay its consent thereto, provided that such modifications do not increase the
obligations of Tenant hereunder or adversely affect the leasehold interest hereby created.


ARTICLE 23

Estoppel Certificate


    The parties agree, at any time and from time to time, not more than fifteen (15) days'
after request, to execute, acknowledge and deliver a statement in writing addressed to the
requesting party or as such party direct, certifying to such reasonable information regarding
this Lease as may be requested, including that this Lease is unmodified and in full force and
effect (or, if there have been modifications, that the same is in full force and effect as
modified and stating the modification), stating the dates to which the Fixed Rent,
additional rental and other charges have been paid; and stating whether or not, to the best
knowledge of the signer of such certificate, there exists any default by the other party in the
performance of any covenant, agreement, term, provision or condition contained in this
Lease, and, if so, specifying each such default of which the signer may have knowledge, it
being intended that any such statement delivered pursuant hereto may be relied upon by
the requesting party or a purchaser of the requesting party's interest in the Demised
Premises and by any Mortgagee or prospective mortgagee affecting the Building or the
Land, or both, or part or parts thereof.


ARTICLE 24

Waiver of Jury Trial


    Each of Landlord and Tenant waives the right to trial by jury in any action,
proceeding or counterclaim that may hereafter be instituted by or against it, provided such
waiver is not prohibited by law.


ARTICLE 25

Surrender of Premises; Holding Over


Section 25.01. Upon the expiration or other termination of the Term, Tenant shall
quit and surrender the Demised Premises in good order and condition, ordinary wear and
tear and damage by fire or other insured casualty excepted, and shall remove all its
property therefrom, except as otherwise provided in this Lease, and shall at Tenant's
expense repair any damages resulting from the such removal.  Tenant's obligation to
observe or perform this covenant shall survive the expiration or other termination of the
Term.


Section 25.02. Tenant consents and agrees that if Tenant shall hold over after the
expiration or sooner termination of this Lease, Tenant shall pay, as a use and occupancy
charge for each month or fraction thereof during which Tenant shall hold over, except for
a holdover in excess of 60 days, as liquidated damages for such holding over, such sum as
equals the greater of the then fair market value (without deduction of the cost of
commissions or concessions) of the Demised Premises or one and one-half times the then
Fixed Rent payable hereunder plus any additional rent pursuant to Article 19 hereof which
would be payable under this Lease if this Lease had not ended. The aforesaid payment
shall be in addition to, and not the exclusion of, any other remedy or payment that may be
available to Landlord under this Lease or at law, including damages for holding over, for
loss of any new lease, for vacancy due to inability to lease or cancellation by a prospective
successor lessee, for expenses incurred in paying a successor lessee's damages or losses
flowing from delayed delivery, and reasonable attorneys' fees.


ARTICLE 26

Rules and Regulations


    Tenant, and Persons Within Tenant's Control shall faithfully observe and comply
with the rules and regulations set forth in the Condominium Documents and hereby made
a part hereof and such additional rules and regulations as Landlord and/or the Board of
Managers hereafter at any time or from time to time may reasonably make and may
communicate in writing to Tenant, which, in the reasonable judgment of Landlord and/or
the Board of Managers, shall be necessary or desirable for the reputation, safety, care or
appearance of the Building and Building Systems, or in the preservation of good order
therein, or the operation or maintenance of the Building and Building Systems, or the
comfort of tenants or others in the Building; provided, however, that in the case of any
conflict between the provisions of this Lease and any such rules or regulations, the
provisions of this Lease shall control, and provided further that nothing contained in this
Lease shall be construed to impose upon Landlord any duty or obligation to enforce the
rules and regulations or the terms, covenants or conditions in any other lease as against
any other tenant, provided that Landlord use reasonable efforts to minimize the
inconvenience to Tenant that may arise therefrom and any interference with the conduct
of Tenant's business; and provided further that Landlord shall not be liable to Tenant for
violation of the same by any other tenant, its servants, employees, agents, visitors, invitees,
subtenants or licensees. In case Tenant disputes the reasonableness of any additional rule
or regulation hereafter made or adopted by Landlord or Landlord's agents, the parties
hereto agree to submit the question of the reasonableness of such rule or regulation for
decision to the Chairman of the Board of Directors of the Management Division of The Real
Estate Board of New York, Inc. or to such impartial person or persons as he may designate,
whose determination shall be final and conclusive upon the parties hereto.


ARTICLE 27

Persons Bound


    The covenants, agreements, terms, provisions and conditions of this Lease shall bind
and inure to the benefit of the respective heirs, distributees, executors, administrators,
successors, assigns and legal representatives of the parties hereto with the same effect as
if mentioned in each instance where a party hereto is named or referred to, except that no
violation of the provisions of Article 10 shall operate to vest any rights in any successor,
assignee or legal representative of Tenant, and that the provisions of this Article 27 shall not
be construed as modifying the conditions of limitation contained in Articles 14 and 15.  The
term "Landlord" as used in this Lease shall mean the Landlord at the particular time in
question and Tenant agrees that if Landlord transfers its interest in the Building and the
transferee shall assume the obligations of Landlord hereunder that the covenants and
obligations of Landlord shall not be binding upon the Landlord named herein with respect
to any period subsequent to the transfer of its interest under this Lease, and that in the
event of any such transfer, Tenant agrees to look solely to the transferee for the performance
of the obligations of Landlord hereunder, but only with respect to the period beginning with
such transfer and ending with a subsequent transfer of such interest. In addition,
notwithstanding anything to the contrary provided in this Lease, Tenant agrees that there
shall be no personal liability on the part of Landlord or any party comprising Landlord
arising out of any default by Landlord under this Lease, and that Tenant shall look solely
to the interest of Landlord in the Demised Premises, and, subject to the provisions of Sections
15.02(e) and 22, to the income and proceeds therefrom, for the enforcement and
satisfaction of any defaults by Landlord hereunder.


ARTICLE 28

Notices


    Any notice, approval, consent, request or demand permitted or required to be given
by the terms and provisions of this lease, or by any Law or ordinance, either by Landlord
to Tenant or by Tenant to Landlord, shall be in writing. Unless otherwise required by such
Law or Ordinance, such notice, request or demand shall be given by certified mail, enclosed
in a securely closed postpaid wrapper, in a United States post office or official depository,
addressed to the recipient at its address as stated on the first page of this Lease and shall be
deemed given upon receipt, upon the day on which delivery thereof was refused or upon
the date of first attempted delivery Either party may, by notice as aforesaid, designate a
different address or addresses for notices, requests or demands to it, and may also instruct
that its attorneys be given copies of all notices. Copies of default notices to Tenant shall
simultaneously be sent by like means to the Demised Premises, Attn: Store Manager.


ARTICLE 29

Basement


No vault or basement space not within the property line of the Building is leased
hereunder, anything to the contrary indicated elsewhere in this Lease notwithstanding. Any
vault or basement space not within the property line of the Building, which Tenant may be
permitted to use or occupy, shall be used or occupied under revocable license, and if the
amount of such space be diminished or acquired by any governmental authority having
jurisdiction, Landlord shall not be subject to any liability nor shall Tenant be entitled to
abatement of rent, nor shall such diminution be deemed a constructive or actual eviction.
Any fee or license charge or tax of municipal authorities for, or allocable to, any vault or
basement space occupied by Tenant shall be paid by Tenant to Landlord as additional rent
within thirty (30) days after written demand therefor. If such fee, tax or charge shall be for
vault or basement space greater in area than that occupied by Tenant, the charge to Tenant
shall be prorated.


ARTICLE 30

No Waiver; Entire Agreement


Section 30.01.  The failure of either party to seek redress for violation of, or to insist
upon the strict performance of any covenant, agreement, term, provision or condition of this
Lease, or any of the rules and regulations, shall not constitute a waiver thereof, and the
parties shall have all remedies provided herein and by applicable law with respect to any
subsequent act, which would have originally constituted a violation. The receipt by
Landlord of rent with knowledge of the breach of any covenant, agreement, term, provision
or condition of this Lease shall not be deemed a waiver of such breach.  No provision of this
Lease shall be deemed to have been waived by Landlord, unless such waiver be in writing
signed by Landlord.  No payment by Tenant or receipt by Landlord of a lesser amount than
that monthly Fixed Rent herein stipulated shall be deemed to be other than on account of
such Fixed Rent or additional rent or other charge owing by Tenant, as Landlord shall elect,
nor shall any endorsement or statement on any check or any letter accompanying any check
or payment as rent be deemed binding on Landlord or an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's right to
recover the balance of the Fixed Rent, additional rent or other charges owing by Tenant, and
to pursue each and every remedy in this Lease or by law provided.  The receipt and
retention by Landlord of Fixed Rent or additional rent from anyone other than Tenant shall
not be deemed a waiver by Landlord of any breach by Tenant of any covenant, agreement,
term, provision or condition herein contained, or the acceptance of such other person as a
tenant, or a release of Tenant from the further performance by Tenant of the covenants,
agreements, terms, provision and conditions herein contained.


Section 30.02. This Lease with the schedules, riders and exhibits, if any, annexed
hereto contains the entire agreement between Landlord and Tenant, and any agreement
hereafter made between Landlord and Tenant shall be ineffective to change, modify, waive,
release, discharge, terminate or effect a surrender or abandonment of this Lease, in whole
or in part, unless such agreement is in writing and signed by the party against whom
enforcement is sought. If Tenant shall have any right to an extension or renewal of the
Term, or any right to lease other space from Landlord, Landlord's exercise of Landlord's
right to terminate this Lease shall operate, ipso facto, to terminate such renewal extension
or other right, whether or not theretofore exercised by Tenant.  Any option on the part of
Tenant herein contained for an extension or renewal hereof shall not be deemed to give
Tenant any option for a further extension beyond the renewal or extended term provided
for herein.


ARTICLE 31

Miscellaneous


Section 31.01. The Index and Article headings of this Lease are for convenience only
and shall not limit or define the meaning or content hereof. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as
the identity of the person or persons may require.


Section 31.02. If the term "Tenant", as used in this Lease, refers to more than one
person, then, as used in this Lease, said term shall be deemed to include all of such persons
or any one of them; and of this Lease shall have been assigned, the term "Tenant" as used
in Article 14 shall be deemed to include the assignee and the assignor, or either of them
under any such assignment.


Section 31.03.  The submission of this Lease shall not be deemed an offer and Tenant
shall not have any rights with respect hereto or to the Demised Premises and may not rely
hereon in any respect, unless and until Landlord, by an authorized representative, shall
execute a copy of this Lease and deliver such to Tenant or its representative.


Section 31.04.  If any words in this Lease shall have been stricken out or otherwise
eliminated, whether or not any other words have been added in their place, this Lease shall
be construed as if the words so stricken out or otherwise eliminated, were never included
in this Lease and no implication or inference shall be drawn from the fact that said words
were so stricken out or otherwise eliminated.


Section 31.05.  If Tenant or Landlord shall bring any action for any relief against the
other, declaratory or otherwise, arising out of or under this Lease, including any suit by
Landlord for the recovery of rent or possession of the Demised Premises, the losing party
shall reimburse the successful party for all reasonable attorneys' fees and disbursements
incurred by the successful party in such suit and such attorneys' fees shall be deemed to
have accrued on the commencement of such action and shall be paid whether or not such
action is prosecuted to judgment.


Section 31.06. With the exception of consequential damages sustained by Landlord
as a result of a holdover as provided for in Section 25.02 above, the parties hereby mutually
waive any and all claims for consequential and/or punitive damages arising from the
performance or non-performance of this Lease.


ARTICLE 32

Inability to Perform


Section 32.01. This Lease and the obligations of Tenant to pay Fixed Rent and
additional rent hereunder, and perform and comply with all of the other covenants and
agreements hereunder on the part of Tenant to be performed or compiled with, except as
herein specifically set forth shall in nowise be affected, impaired or excused because of
Landlord's delay or failure to perform or comply with any of the covenants and agreements
hereunder on the part of Landlord to be performed or complied with, or to furnish any
service or facility, if such failure to perform, comply or furnish occurs due to reasons
beyond the reasonable control of Landlord, including strikes, lockouts or labor problems,
governmental preemption, or by reason of any Laws and ordinances, or by reason of the
conditions of supply and demand which have been or shall be affected by war or other
emergency or general market conditions. Tenant's delay or failure to perform the
covenants and agreements hereunder, other than the payment of Fixed Rent and additional
rent, as a result of strikes, lockouts or labor problems, Governmental preemption, or by
reason of any Laws and ordinances, or by reason of the conditions of supply and demand
which have been or shall be affected by war or other emergency or general market
conditions, shall not constitute an Event of Default.


Section 32.02.  If any provision of this Lease or the application thereof to any person
or circumstance shall be determined to be illegal, invalid or unenforceable, the remaining
provisions of this Lease or the application of such provision to persons or circumstances
other than those to which it is held illegal, invalid or unenforceable shall not be affected
thereby and shall be valid and enforceable to the fullest extent permitted by law, unless
such invalidity or unenforceability is, in the sole determination of Landlord, essential to the
rights of both parties, in which event Landlord shall have the right to terminate this Lease
by giving Tenant not less than thirty (30) days' prior written notice of such termination.


ARTICLE 33

Security Deposit


Section 33.01. Tenant has deposited with Landlord an irrevocable letter of credit in
the amount of $225,000.00 as security for the full and faithful observance and performance
by Tenant of the terms, covenants and conditions of this Lease. If Tenant defaults in the
observance or performance of any term, covenant or condition of this Lease, including
without limitation the payment of Rent and additional rent, Landlord may, after notice to
Tenant and the expiration of the applicable cure period, use, apply or retain the whole or
any part of the security so deposited to the extent required for the payment of any Rent or
any other sum as to which Tenant is in default or for any sum which Landlord may expend
or may be required to expend by reason of Tenant's default, including without limitation
any damages or deficiency accrued before or after summary proceedings or other reentry
by Landlord. If no Event of Default shall have occurred, then commencing with the
second anniversary of rent commencement, the security deposit shall be reduced to an
amount to $150,000.00.  If Tenant shall fully and faithfully observe and perform all of the
terms, covenants and conditions of this Lease, the security, without interest, shall be returned
to Tenant after the end of the Lease Term and after delivery of entire possession of the
Demised Premises to Landlord.


Section 33.02.  In the event of a sale, transfer or leasing of the Demised Premises by
Landlord, Tenant shall have the right to transfer the security to the vendee, transferee or
lessee, and upon such transferee's written assumption thereof Landlord thereupon shall be
released by Tenant from all liability for the return of such security. Tenant agrees to look
solely to such new owner or landlord for the return of said security.  The provisions of this
paragraph shall apply to every transfer or assignment of the security to a new owner or
landlord. Tenant shall not assign or encumber or attempt to assign or encumber the
security, and neither Landlord nor the successors or assigns of Lessee shall be bound by any
such assignment encumbrance, or attempted assignment or encumbrance.


Section 33.03.  If Landlord applies or retains all or any portion of the security as
herein provided, Tenant on demand shall pay to Landlord the amount so applied or
retained which shall be added to the security so that the same shall be replenished to its
former amount and so that at all times the amount deposited shall be equal to the amount
of security required under Section 33.01.


ARTICLE 34

Signage


    Tenant shall, at its sole expense, have the right to install exterior signage, including
flags, and interior signage visible from the exterior of the Building provided that such
signage is in accordance with governing New York City authorities including but not
limited to the Landmarks Preservation Commission (the "LPC").


    Tenant shall, at its expense, diligently and in good faith pursue the application for
required approvals from the LPC.  Landlord will cooperate with Tenant in formulating a
signage plan satisfactory to the LPC.


ARTICLE 35

Condominium Documents


    This Lease is subject to the terms and provisions of the Condominium Documents,
and in the event of any inconsistency between he terms and provisions of this Lease and
the terms and provisions of the Condominium Documents, the terms and provisions of the
Condominium Documents shall control.  Except for Landlord's duties and obligations
expressly described in this Lease, Tenant shall be responsible for causing the Demised
Premises to be in compliance with the terms of the Condominium Documents.


ARTICLE 36

Renewal Option


Section 36.01. Tenant if not in default hereunder beyond any applicable cure period,
shall have an option (the Renewal Option) to extend the term of this lease for one period of
5 years (the Renewal Period).  The Renewal Period shall, if the option therefor is exercised,
commence upon the day immediately succeeding the expiration date of the original term.
If Tenant elects to exercise the Renewal Option, it shall do so by giving written notice of
such election to Landlord as provided in Article 28 at least 12 months prior to the date
which would be the commencement date of the Renewal Period. If Tenant exercises the
Renewal Option, the term of this lease shall be automatically extended for the Renewal
Period without the necessity for the execution of any further lease, instrument or agreement.
Except as provided in Section 36.03, the Renewal Period shall be subject to all of the same
terms and conditions of this lease as are in effect for the period immediately proceeding the
commencement date of the Renewal Period.


Section 36.02. The annual Fixed Rent payable by Tenant for the Renewal Period shall
be an amount equal to the greater of 95% of the then fair market rental value, without
deduction for the costs of brokerage and concessions, of the Demised Premises or
$299,475.00.  The annual Fixed Rent determined under this Section for the Renewal Period
shall increase by 10% on the third anniversary of the commencement of the Renewal Period.


Section 36.03. The fair market rental value (Fair Market Rent) of the Demised
Premises for purposes of Section 36.02 shall be determined pursuant to the provisions of this
Section 36.03.  Within five (5) business days after Landlord receives Tenant's notice that it
is exercising the Renewal Option ("Renewal Notice"), Landlord shall notify Tenant of
Landlord's determination of the Fair Market Rent. Within five (5) business days after
Tenant's receipt of Landlord's determination, Tenant shall notify Landlord whether Tenant
accepts or rejects said determination.  In the event Tenant fails to notify Landlord within the
foregoing five (5) business day period, Tenant shall be deemed to have accepted Landlord's
determination.  If Tenant gives Landlord timely notice of its objection to Landlord's
determination, Landlord and Tenant acknowledge and agree that the arbitration process
hereinafter set forth shall determine the Fair Market Rent. Each party, at their own expense,
shall then designate a real estate broker with not less than fifteen (15) years experience in
commercial leasing transactions in the area in which the Demised Premises is located who
shall determine and promptly report (and in no event later than the twentieth (20th) day
following Landlord's receipt of the Renewal Notice) to both parties in writing the Fair
Market Rent of the Demised Premises.  If the reports indicate proposed rental amounts that
are within five (5%) percent of each other, Landlord and Tenant agree that the Fair Market
Rent shall be an average of such amounts.  However, if after receiving the reports, the
parties are unable to agree on the Fair Market Rent (and the amounts are not within five
(5%) percent of each other) within five (5) days, both parties shall jointly appoint a separate
broker (meeting the aforesaid criteria) who shall determine the Fair Market Rent by
selecting either Landlord's Fair Market Rent determination or Tenant's Fair Market Rent
determination according to whichever of the two valuations as set forth in the reports from
Landlord's broker or Tenant's broker, respectively, is closer to the actual Fair Market Rent
in the opinion of such third broker. The third broker shall have no discretion other than
to select one or the other report as aforesaid. The costs of such third broker shall be shared
equally by Landlord and Tenant. The parties must work together and coordinate efforts
to obtain such third broker's report in writing no later than the thirty-fifth (35th) day
following the date of Landlord's receipt of the Renewal Notice. Pending such
determination and in the event the term for the Renewal Period commences prior to the
final determination of the Fair Market Rent, Tenant shall pay to Landlord the Fair Market
Rent as fixed by Landlord, subject to adjustment (with interest thereon at the rate of 8%
per annum) upon resolution of such dispute.


IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed
this Lease as of the day and year first above written.


14TH STREET DEVELOPMENT, LLC

Landlord

By: /s/ Richard C. Fiore

Richard C. Fiore, President


NICKEL USA, INC. d/b/a NICKEL

Tenant

By: /s/ Philippe Dumont

Name: President