STANDARD
FORM OF OFFICE LEASE

      The Real Estate Board of New
York, Inc.

      


      Agreement
of Lease, made as of this 17th
                   day
of September in the year
2009                   ,
between BRAUN MANAGEMENT, INC. 160 Broadway, First Floor, New York, NY 10038 as
agent for DAROR ASSOCIA1E party of the first part, hereinafter referred to as
OWNER, and ACCOUNTABILITIES, INC., a Delaware corporation, with an office at 160
Broadway, New York, NY 10038 party of the second part, hereinafter referred to
as TENANT, 

       

      Witnesseth,                    Owner
hereby leases to Tenant and Tenant hereby hires from Owner part of the eleventh
(11th) floor known as Suite 1100 as shown in Exhibit “A”, attached hereto and
made a part hereof in the building known as 160 Broadway in the Borough of
Manhattan                    ,City
of New York, for the term of (or until such term shall sooner cease and expire
as hereinafter provided) to commence on
the                    day
of                    in
the
year                   ,
and to end on
the                    day
of                    in
the
year                    both
dates inclusive, at the annual rental rate of

      


      [See
Paragraph 37.02 and Article 37 of the Rider for annual rental rates and rent and
term commencement dates] which Tenant agrees to pay in lawful money of the
United States, which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment, in equal monthly installments in
advance on the first day of each month during said term, at the office of Owner
or such other place as Owner may designate, without any setoff or deduction
whatsoever, except that Tenant shall pay the first monthly installment(s) on the
execution hereof (unless this lease be a renewal).

      In the
event that, at the commencement of the term of this lease, or thereafter, Tenant
shall be in default in the payment of rent to Owner pursuant to the terms of
another lease with Owner or with Owner's predecessor in interest, Owner may at
Owner's option and without notice to Tenant add the amount of such arrears to
any monthly installment of rent payable hereunder and the same shall be payable
to Owner as additional rent.

      The
parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:

      


      Rent: 1.
Tenant shall pay the rent as above and as hereinafter provided.

      Occupancy:
2. Tenant shall use and occupy the demised premises for offices for Tenant’s
temporary placement service and for no other purpose.

      


      
        
          	
                  Tenant
      Alterations: 3. Tenant shall make no changes in or to the demised premises
      of any nature without Owner's prior written consent Subject to the prior
      written consent of Owner, and to the provisions of this article, Tenant,
      at Tenant's expense, may make alterations, installations, additions or
      improvements which are non-structural and which do not affect utility
      services or plumbing and electrical lines, in or to the interior of the
      demised premises, using contractors or mechanics first approved in each
      instance by Owner. Tenant shall, at its expense, before making any
      alterations, additions, installations or improvements,  obtain
      all permits, approvals and certificates required by any governmental or
      quasi-governmental bodies and (upon completion) certificates of final
      approval thereof, and shall deliver promptly duplicates of all such
      permits, approvals and certificates to Owner. Tenant agrees to carry, and
      will cause Tenant's contractors and sub-contractors to carry, such
      worker's compensation, general liability, personal and property damage
      insurance as Owner may require. If any mechanic's lien is filed against
      the demised premises, or the building of which the same forms a part, for
      work claimed to have been done for, or materials furnished to, Tenant,
      whether or not done pursuant to this article, the same shall be discharged
      by Tenant within thirty (30) days thereafter, at Tenant's expense, by
      payment or filing a bond as permitted by law. All fixtures and all
      paneling, partitions, railings and like installations, installed in the
      demised premises at any time, either by Tenant or by Owner on Tenant's
      behalf, shall, upon installation, become the property of Owner and shall
      remain upon and be surrendered with the demised premises unless Owner, by
      notice to Tenant no later than twenty (20) days prior to the date fixed as
      the termination of this lease, elects to relinquish Owner's right thereto
      and to have them removed by Tenant, in which event the same shall be
      removed from the demised premises by Tenant prior to the expiration of the
      lease, at Tenant's expense. Nothing in this article shall be construed to
      give Owner title to, or to prevent Tenant's removal of, trade fixtures,
      moveable office furniture and equipment, but upon removal of same from the
      demised premises, or upon removal of other installations as may be
      required by Owner, Tenant shall immediately, and at its expense, repair
      and restore the demised premises to the condition existing prior to any
      such installations, and repair any damage to the demised premises or the
      building due to such removal. All property permitted or required to be
      removed by Tenant at the end of the term remaining in the demised premises
      after Tenant's removal shall be deemed abandoned and may, at the election
      of Owner, either be retained as Owner's property or removed from the
      demised premises by Owner, at Tenant's expense.

                   

                  Maintenance
      and Repairs: 4. Tenant shall, throughout the term of this lease, take good
      care of the demised premises and the fixtures and appurtenances therein.
      Tenant shall be responsible for all damage or injury to the demised
      premises or any other part of the building and the systems and equipment
      thereof, whether requiring structural or nonstructural repairs caused by,
      or resulting from, carelessness, omission, neglect or improper conduct of
      Tenant, Tenant's subtenants, agents, employees, invitees or licensees, or
      which arise out of any work, labor, service or equipment done for, or
      supplied to, Tenant or any subtenant, or arising out of the installation,
      use or operation of the property or equipment of Tenant or any subtenant
      Tenant shall also repair all damage to the building and the demised
      premises caused by the moving of Tenant's fixtures, furniture
      and

                	 
      	
                  equipment.
      Tenant shall promptly make, at Tenant's expense, all repairs in and to the
      demised premises for which Tenant is responsible, using only the
      contractor for the trade or trades in question, selected from a list of at
      least two contractors per trade submitted by Owner. Any other repairs in
      or to the building or the facilities and systems thereof, for which Tenant
      is responsible, shall be performed by Owner at the Tenant's expense. Owner
      shall maintain in good working order and repair the exterior and the
      structural portions of the building, including the structural portions of
      the demised premises, and the public portions of the building interior and
      the building plumbing, electrical, heating and ventilating systems (to the
      extent such systems presently exist) serving the demised premises. Tenant
      agrees to give prompt notice of any defective condition in the demised
      premises for which Owner may be responsible hereunder. There shall be no
      allowance to Tenant for diminution of rental value and no liability on the
      part of Owner by reason of inconvenience, annoyance or injury to business
      arising from Owner or others making repairs, alterations, additions or
      improvements in or to any portion of the building or the demised premises,
      or in and to the fixtures, appurtenances or equipment thereof. It is
      specifically agreed that Tenant shall not be entitled to any setoff or
      reduction of rent by reason of any failure of Owner to comply with the
      covenants of this or any other article of this lease. Tenant agrees that
      Tenant's sole remedy at law in such instance will be by way of an action
      for damages for breach of contract. The provisions of this Article 4 shall
      not apply in the case of fire or other casualty, which are dealt with in
      Article 9 hereof.

                   

                  Window
      Cleaning: 5. Tenant will not clean nor require, permit, suffer or allow
      any window in the demised premises to be cleaned from the outside in
      violation of Section  202 of the Labor Law or any other
      applicable law, or of the Rules of the Board of standards and Appeals, or
      of any other Board or body having or asserting jurisdiction.

                   

                  Requirements
      of Law, Fire Insurance, Floor Loads: 6. Prior to the commencement of the
      lease term, if Tenant is then in possession, and at all times thereafter,
      Tenant, at Tenant's sole cost and expense, shall promptly comply with all
      present and future laws, orders and regulations of all state, federal,
      municipal and local governments, departments, commissions and boards and
      any direction of any public officer pursuant to law, and all orders, rules
      and regulations of the New York Board of Fire Underwriters, Insurance
      Services Office, or any similar body which shall impose any violation,
      order or duty upon Owner or Tenant with respect to the demised premises,
      whether or not arising out of Tenant's use or manner of use thereof,
      (including Tenant's permitted use) or, with respect to the building if
      arising out of Tenant's use or manner of use of the demised premises or
      the building (including the use permitted under the lease). Nothing herein
      shall require Tenant to make structural repairs or alterations unless
      Tenant has, by its manner of use of the demised premises or method of
      operation therein, violated any such laws, ordinances, orders, rules,
      regulations or requirements with respect thereto. Tenant may, after
      securing Owner to Owner's satisfaction against all damages, interest,
      penalties and expenses, including, but not limited to, reasonable
      attorneys' fees, by cash deposit or by surety bond in an amount and in a
      company satisfactory to Owner, contest and appeal any such laws,
      ordinances, orders, rules, regulations
or

                


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                requirements
      provided same is done with all reasonable promptness and provided such
      appeal shall not subject Owner to prosecution for a criminal offense, or
      constitute a default under any lease or mortgage under which Owner may be
      obligated, or cause the demised premises or any part thereof to be
      condemned or vacated. Tenant shall not do or permit any act or thing to be
      done in or to the demised premises which is contrary to law, or which will
      invalidate or be in conflict with public liability, fire or other policies
      of insurance at any time carried by or for the benefit of Owner with
      respect to the demised premises or the building of which the demised
      premises form a part, or which shall or might subject Owner to any
      liability or responsibility to any person, or for property damage. Tenant
      shall not keep anything in the demised premises, except as now or
      hereafter permitted by the Fire Department, Board of Fire Underwriters,
      Fire Insurance Rating Organization or other authority having jurisdiction,
      and then only in such manner and such quantity so as not to increase the
      rate for fire insurance applicable to the building, nor use the demised
      premises in a manner which will increase the insurance rate for the
      building or any property located therein over that in effect prior to the
      commencement of Tenant's occupancy. Tenant shall pay all costs, expenses,
      fines, penalties, or damages, which may be imposed upon Owner by reason of
      Tenant's failure to comply with the provisions of this article, and if by
      reason of such failure the fire insurance rate shall, at the beginning of
      this lease, or at any time thereafter, be higher than it otherwise would
      be, then, Tenant shall reimburse Owner, as additional rent hereunder, for
      that portion of all fire insurance premiums thereafter paid by Owner which
      shall have been charged because of such failure by Tenant. In any action
      or proceeding wherein Owner and Tenant are parties, a schedule or
      "make-up" of rate for the building or the demised premises issued by the
      New York Fire Insurance Exchange, or other body making fire insurance
      rates applicable to said premises shall be conclusive evidence of the
      facts therein stated and of the several items and charges in the fire
      insurance rates then applicable to said premises. Tenant shall not place a
      load upon any floor of the demised premises exceeding the floor load per
      square foot area which it was designed to carry and which is allowed by
      law. Owner reserves the right to prescribe the weight and position of all
      safes, business machines and mechanical equipment.  Such
      installations shall be placed and maintained by Tenant, at Tenant's
      expense, in settings sufficient, in Owner's judgment, to absorb and
      prevent vibration, noise and annoyance

                 

                Subordination:
      7. This lease is subject and subordinate to all ground or underlying
      leases and to all mortgages which may now or hereafter affect such leases
      or the real property of which the demised premises are a part, and to all
      renewals, modifications, consolidations, replacements and extensions of
      any such underlying leases and mortgages. This clause shall be
      self-operative and no further instrument of subordination shall be
      required by any ground or underlying lessor or by any mortgagee, affecting
      any lease or the real property of which the demised premises are a
      part.  In confirmation of such subordination, Tenant shall from
      time to time execute promptly any certificate that Owner may
      request

                 

                Property
      Loss, Damage Reimbursement Indemnity. 8. Owner or its agents shall not be
      liable for any damage to property of Tenant or of others entrusted to
      employees of the building, nor for loss of or damage to any property of
      Tenant by theft or otherwise, nor for any injury or damage to persons or
      property resulting from any cause of whatsoever nature, unless caused by,
      or due to, the negligence of Owner, its agents, servants or employees.
      Owner or its agents shall not be liable for any damage caused by other
      tenants or persons in, upon or about said building, or caused by
      operations in construction of any private, public or quasi public work. If
      at any time any windows of the demised premises are temporarily closed,
      darkened or bricked up (or permanently closed, darkened or bricked up, if
      required by law) for any reason whatsoever including, but not limited to,
      Owner's own acts, Owner shall not be liable for any damage Tenant may
      sustain thereby, and Tenant shall not be entitled to any compensation
      therefore, nor abatement or diminution of rent, nor shall the same release
      Tenant from its obligations hereunder, nor constitute an eviction. Tenant
      shall indemnify and save harmless Owner against and from all liabilities,
      obligations, damages, penalties, claims, costs and expenses for which
      Owner shall not be reimbursed by insurance, including reasonable
      attorney’s fees, paid, suffered or incurred as a result of any breach by
      Tenant, Tenant's agents, contractors, employees, invitees, or licensees,
      of any covenant or condition of this lease, or the carelessness,
      negligence or improper conduct of the Tenant, Tenant's agents,
      contractors, employees, invitees or licensees. Tenant's liability under
      this lease extends to the acts and omissions of any sub-tenant, and any
      agent, contractor; employee, invitee or licensee of any sub-tenant In case
      any action or proceeding is brought against Owner by reason of any such
      claim, Tenant, upon written notice from Owner, will, at Tenant's expense,
      resist or defend such action or proceeding by counsel approved by Owner in
      writing, such approval not to be unreasonably withheld.

                 

                Destruction,
      Fire and Other Casualty: 9. (a) If the demised premises or any part
      thereof shall be damaged by fire or other casualty, Tenant shall give
      immediate notice thereof to Owner, and this lease shall continue in full
      force and effect except as hereinafter set forth. (b) If the demised
      premises are partially damaged or rendered partially unusable by fire or
      other casualty, the damages thereto shall be repaired by, and at the
      expense of, Owner, and the rent and other items of additional rent, until
      such repair shall be substantially completed, shall be apportioned from
      the day following the casualty, according to the part of the demised
      premises which is usable. (c) If the demised premises are totally damaged
      or rendered wholly unusable by fire or other casualty, then the rent and
      other items of additional rent, as hereinafter expressly provided, shall
      be proportionately paid up to the time of the casualty, and thenceforth
      shall cease until the date when the demised premises shall have been
      repaired and restored by Owner (or if sooner reoccupied in part by Tenant
      then rent shall be apportioned as provided in subsection (b) above),
      subject to Owner's right to elect not to restore the same as hereinafter
      provided. (d) If the demised premises are rendered wholly unusable or
      (whether or not the demised premises are damaged in whole or in part) if
      the building shall be so damaged that Owner shall decide to demolish it or
      to rebuild it, then, in any of such events, Owner may elect to terminate
      this lease by written notice to Tenant, given within ninety (90) days
      after such fire or casualty, or thirty (30) days after adjustment of the
      insurance claim for such fire or casualty, whichever is sooner, specifying
      a date for the expiration of the lease, which date shall not be more than
      sixty (60) days after the giving of such notice, and upon the date
      specified in such notice the term of this lease

              	 
      	
                shall
      expire as fully and completely as if such date were the date set forth
      above for the termination of this lease, and Tenant shall forthwith quit,
      surrender and vacate the demised premises without prejudice however, to
      Landlord's rights and remedies against Tenant under the lease provisions
      in effect prior to such termination, and any rent owing shall be paid up
      to such date, and any payments of rent made by Tenant which were on
      account of any period subsequent to such date shall be returned to Tenant.
      Unless Owner shall serve a termination notice as provided for herein,
      Owner shall make the repairs and restorations under the conditions of (b)
      and (c) hereof, with all reasonable expedition, subject to delays due to
      adjustment of insurance claims, labor troubles and causes beyond Owner's
      control. After any such casualty, Tenant shall cooperate with Owner's
      restoration by removing from the demised premises as promptly as
      reasonably possible, all of Tenant's salvageable inventory and movable
      equipment, furniture, and other property. Tenant's liability for rent
      shall resume five (5) days after written notice from Owner that the
      demised premises are substantially ready for Tenant's occupancy (e)
      Nothing contained hereinabove shall relieve Tenant from liability that may
      exist as a result of damage from fire or other casualty. Notwithstanding
      the foregoing, including Owner's obligation to restore under subparagraph
      (b) above, each party shall look first to any insurance in its favor
      before making any claim against the other party for recovery for loss or
      damage resulting from fire or other casualty, and to the extent that such
      insurance is in force and collectible, and to the extent permitted by law,
      Owner and Tenant each hereby releases and waives all right of recovery
      with respect to subparagraphs (b), (d), and (e) above, against the other,
      or anyone claiming through or under each of them by way of subrogation or
      otherwise. The release and waiver herein referred to shall be deemed to
      include any loss or damage to the demised premises and/or to any personal
      property, equipment, trade fixtures, goods and merchandise located
      therein. The foregoing release and waiver shall be in force only if both
      releasors' insurance policies contain a clause providing that such a
      release or waiver shall not invalidate the insurance. If, and to the
      extent, that such waiver can be obtained only by the payment of additional
      premiums, then the party benefiting from the waiver shall pay such premium
      within ten days after written demand or shall be deemed to have agreed
      that the party obtaining insurance coverage shall be free of any further
      obligation under the provisions hereof with respect to waiver of
      subrogation. Tenant acknowledges that Owner will not carry insurance on
      Tenant's furniture and/or furnishings or any fixtures or equipment,
      improvements, or appurtenances removable by Tenant, and agrees that Owner
      will not be obligated to repair any damage thereto or replace the same.
      (f) Tenant hereby waives the provisions of section 227 of the Real
      Property Law and agrees that the provisions of this article shall govern
      and control in lieu thereof.

                 

                Eminent
      Domain: 10. If the whole or any part of the demised premises shall be
      acquired or condemned by Eminent Domain for any public or quasi public use
      or purpose, then, and in that event, the term of this lease shall cease
      and terminate from the date of title vesting in such proceeding, and
      Tenant shall have no claim for the value of any unexpired term of said
      lease, and assigns to Owner, Tenant's entire interest in any such award.
      Tenant shall have the right to make an independent claim to the condemning
      authority for the value of Tenant's moving expenses and personal property,
      trade fixtures and equipment, provided Tenant is entitled pursuant to the
      terms of the lease to remove such property, trade fixtures and equipment
      at the end of the term, and provided further such claim does not reduce
      Owner's award.

                 

                Assignment,
      Mortgage, Etc.: 11. Tenant, for itself, its heirs, distributees,
      executors, administrators, legal representatives, successors and assigns,
      expressly covenants that it shall not assign, mortgage or encumber this
      agreement, nor underlet, or suffer or permit the demised premises or any
      part thereof to be used by others, without the prior written consent of
      Owner in each instance. Transfer of the majority of the stock of a
      corporate Tenant or the majority partnership interest of a partnership
      Tenant shall be deemed an assignment. If this lease be assigned, or if the
      demised premises or any part thereof be underlet or occupied by anybody
      other than Tenant, Owner may, after default by Tenant, collect rent from
      the assignee, under-tenant or occupant, and apply the net amount collected
      to the rent herein reserved, but no such assignment, underletting,
      occupancy or collection shall be deemed a waiver of this covenant, or the
      acceptance of the assignee, undertenant or occupant as tenant, or a
      release of Tenant from the further performance by Tenant of covenants on
      the part of Tenant herein contained. The consent by Owner to an assignment
      or underletting shall not in any way be construed to relieve Tenant from
      obtaining the express consent in writing of Owner to any further
      assignment or underletting.

                 

                Electric
      Current: 12.  Rates and conditions in respect to submetering or
      rent inclusion, as the case may be, to be added in RIDER attached hereto.
      Tenant covenants and agrees that at all times its use of electric current
      shall not exceed the capacity of existing feeders to the building or the
      risers or wiring installation, and Tenant may not use any electrical
      equipment which, in Owner's opinion, reasonably exercised, will overload
      such installations or interfere with the use thereof by other tenants of
      the building. The change at any time of the character of electric service
      shall in no way make Owner liable or responsible to Tenant, for any loss,
      damages or expenses which Tenant may sustain.

                 

                Access
      to Premises: 13. Owner or Owner's agents shall have the right (but shall
      not be obligated) to enter the demised premises in any emergency at any
      time, and, at other reasonable times, to examine the same and to make such
      repairs, replacements and improvements as Owner may deem necessary and
      reasonably desirable to the demised premises or to any other portion of
      the building or which Owner may elect to perform.  Tenant shall
      permit Owner to use and maintain and replace pipes, ducts, and conduits in
      and through the demised premises and to erect new pipes, ducts, and
      conduits therein, provided they are concealed within the walls, floor; or
      ceiling. Owner may, during the progress of any work in the demised
      premises, take all necessary materials and equipment into said premises
      without the same constituting an eviction, nor shall the Tenant be
      entitled to any abatement of rent while such work is in progress, nor to
      any damages by reason of loss or interruption of business or otherwise.
      Throughout the term hereof, Owner shall have the right to enter the
      demised premises at reasonable hours for the purpose of showing the same
      to prospective purchasers or
mortgagees

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                of
      the building, and during the last six months of the term, for the purpose
      of showing the same to prospective tenants. If Tenant is not present to
      open and permit an entry into the demised premises, Owner or Owner's
      agents may enter the same whenever such entry may be necessary or
      permissible by master key or forcibly, and provided reasonable care is
      exercised to safeguard Tenant's property, such entry shall not render
      Owner or its agents liable therefore, nor in any event shall the
      obligations of Tenant hereunder be affected. If during the last month of
      the term Tenant shall have removed all or substantially all of Tenant's
      property therefrom, Owner may immediately enter, alter, renovate or
      redecorate the demised premises without limitation or abatement of rent,
      or incurring liability to Tenant for any compensation, and such act shall
      have no effect on this lease or Tenant's obligations
      hereunder.

                 

                Vault,
      Vault Space, Area: 14. No vaults, vault space or area, whether or not
      enclosed or covered, not within the property line of the building, is
      leased hereunder, anything contained in or indicated on any sketch, blue
      print or plan, or anything contained elsewhere in this lease to the
      contrary notwithstanding. Owner makes no representation as to the location
      of the property line of the building. All vaults and vault space and all
      such areas not within the property line of the building, which Tenant may
      be permitted to use and/or occupy, is to be used and/or occupied under a
      revocable license, and if any such license be revoked, or if the amount of
      such space or area be diminished or required by any federal, state or
      municipal authority or public utility, Owner shall not be subject to any
      liability, nor shall Tenant be entitled to any compensation or diminution
      or abatement of rent, nor shall such revocation, diminution or requisition
      be deemed constructive or actual eviction. Any tax, fee, or charge of
      municipal authorities for such vault or area shall be paid by
      Tenant.

                 

                Occupancy:  15.
      Tenant will not at any time use or occupy the demised premises in
      violation of the certificate of occupancy issued for the building of which
      the demised premises are a part. Tenant has inspected the demised premises
      and accepts them as is, subject to the riders annexed hereto with respect
      to Owner's work, if any. In any event, Owner makes no representation as to
      the condition of the demised premises, and Tenant agrees to accept the
      same subject to violations, whether or not of record.

                 

                Bankruptcy:
      16. (a) Anything elsewhere in this lease to the contrary notwithstanding,
      this lease may be cancelled by Owner by the sending of a written notice to
      Tenant within a reasonable time after the happening of anyone or more of
      the following events: (1) the commencement of a case in bankruptcy or
      under the laws of any state naming Tenant as the debtor; or (2) the making
      by Tenant of an assignment or any other arrangement for the benefit of
      creditors under any state statute. Neither Tenant nor any person claiming
      through or under Tenant, or by reason of any statute or order of court,
      shall thereafter be entitled to possession of the premises demised but
      shall forthwith quit and surrender the demised premises. If this lease
      shall be assigned in accordance with its terms, the provisions of this
      Article 16 shall be applicable only to the party then owning Tenant's
      interest in this lease.

                (b)
      It is stipulated and agreed that in the event of the termination of this
      lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
      other provisions of this lease to the contrary, be entitled to recover
      from Tenant as and for liquidated damages, an amount equal to the
      difference between the rent reserved hereunder for the unexpired portion
      of the term demised and the fair and reasonable rental value of the
      demised premises for the same period. In the computation of such damages
      the difference between any installment of rent becoming due hereunder
      after the date of termination, and the fair and reasonable rental value of
      the demised premises for the period for which such installment was
      payable, shall be discounted to the date of termination at the rate of
      four percent (4%) per annum. If such demised premises or any part
      therefore re-let by the Owner for the unexpired term of said lease, or any
      part thereof, before presentation of proof of such liquidated damages to
      any court, commission or tribunal, the amount of rent reserved upon such
      re-letting shall be deemed to be the fair and reasonable rental value for
      the part or the whole of the demised premises so re-let during the term of
      the re-letting. Nothing herein contained shall limit or prejudice the
      right of the Owner to prove for and obtain as liquidated damages, by
      reason of such termination, an amount equal to the maximum allowed by any
      statute or rule of law in effect at the time when, and governing the
      proceedings in which, such damages are to be proved, whether or not such
      amount be greater, equal to, or less than, the amount of the difference
      referred to above.

                 

                Default:
      17. (1) If Tenant defaults in fulfilling any of the covenants of this
      lease other than the covenants for the payment of rent or additional rent,
      or if the demised premises become vacant or deserted; or if any execution
      or attachment shall be issued against Tenant or any of Tenant's property,
      whereupon the demised premises shall be taken or occupied by someone ether
      than Tenant; or if this lease be rejected under §365 of Title 11 of the US
      Code (Bankruptcy Code); or if Tenant shall fail to move into or take
      possession of the demised premises within thirty (30) days after the
      commencement of the term of this lease, then, in anyone or more of such
      events, upon Owner serving a written fifteen (15) days notice upon Tenant
      specifying the nature of said default, and upon the expiration of said
      fifteen (15) days, if Tenant shall have failed to comply with or remedy
      such default, or if the said default or omission complained of shall be of
      a nature that the same cannot be completely cured or remedied within said
      fifteen (15) day period, and if Tenant shall not have diligently commenced
      curing such default within such fifteen (15) day period, and shall not
      thereafter with reasonable diligence and in good faith, proceed to remedy
      or cure such default, then Owner may serve a written five (5) days notice
      of cancellation of this lease upon Tenant, and upon the expiration of said
      five (5) days this lease and the term thereunder shall end and expire as
      fully and completely as if the expiration of such five (5) day period were
      the day herein definitely fixed for the end and expiration of this lease
      and the term thereof, and Tenant shall then quit and surrender the demised
      premises to Owner, but Tenant shall remain liable as hereinafter
      provided.

                (2)
      If the notice provided for in (1) hereof shall have been given, and the
      term shall expire as aforesaid; or if Tenant shall make default in the
      payment of the rent reserved herein, or any item of additional rent herein
      mentioned, or any part of either, or in making any other
      payment

              	 
      	
                herein
      required; then, and in any of such events, Owner may without notice,
      re-enter the demised premises either by force or otherwise, and dispossess
      Tenant by summary proceedings or otherwise, and the legal representative
      of Tenant or other occupant of the demised premises, and remove their
      effects and hold the demised premises as if this lease had not been made,
      and Tenant hereby waives the service of notice of intention to re-enter or
      to institute legal proceedings to that end. If Tenant shall make default
      hereunder prior to the date fixed as the commencement of any renewal or
      extension of this lease, Owner may cancel and terminate such renewal or
      extension agreement by written notice.

                 

                Remedies
      of Owner and Waiver of Redemption: 18. In case of any such default,
      re-entry, expiration and/or dispossess by summary proceedings or
      otherwise, (a). the rent shall become due thereupon and be paid up to the
      tune of such re-entry, dispossess and/or expiration, (b) Owner may re-let
      the demised premises or any part or parts thereof, either in the name of
      Owner or otherwise, for a term or terms, which may at Owner's option be
      less than or exceed the period which would otherwise have constituted the
      balance of the term of this lease, and may grant concessions or free rent
      or charge a higher rental than that in this lease, and/or (c) Tenant or
      the legal representatives of Tenant shall also pay to Owner as liquidated
      damages for the failure of Tenant to observe and perform said Tenant's
      covenants herein contained, any deficiency between the rent hereby
      reserved and/or covenanted to be paid and the net amount, if any, of the
      rents collected on account of the lease or leases of the demised premises
      for each month of the period which would otherwise have constituted the
      balance of the term of this lease. The failure of Owner to re­let the
      demised premises, or any part or parts thereof, shall not release or
      affect Tenant's liability for damages. In computing such liquidated
      damages there shall be added to the said deficiency such expenses as Owner
      may incur in connection with re-letting, such as legal expenses,
      reasonable attorney's fees, brokerage, advertising and for keeping the
      demised premises in good order or for preparing the same for re-letting.
      Any such liquidated damages shall be paid in monthly installments by
      Tenant on the rent day specified in this lease, and any suit brought to
      collect the amount of the deficiency for any month shall not prejudice in
      any way the rights of Owner to collect the deficiency for any subsequent
      month by a similar proceeding. Owner, in putting the demised premises in
      good order or preparing the same for re-rental may, at Owner's option,
      make such alterations, repairs, replacements, and/or decorations in the
      demised premises as Owner, in Owner's sole Judgment, considers advisable
      and necessary for the purpose of re-letting the demised premises, and the
      making of such alterations, repairs, replacements, and/or decorations
      shall not operate or be construed to release Tenant from liability
      hereunder as aforesaid. Owner shall in no event be liable in any way
      whatsoever for failure to re-let the demised premises, or in the event
      that the demised premises are re-let, for failure to collect the rent
      thereof under such re­letting, and in no event shall Tenant be
      entitled to receive any excess, if any, of such net rents collected over
      the sums payable by Tenant to Owner hereunder. In the event of a breach or
      threatened breach by Tenant of any of the covenants or provisions hereof,
      Owner shall have the right of injunction and the right to invoke any
      remedy allowed at law or in equity as if re-entry, summary proceedings and
      other remedies were not herein provided for. Mention in this lease of any
      particular remedy, shall not preclude Owner from any other remedy, in law
      or in equity. Tenant hereby expressly waives any and all rights of
      redemption granted by or under any present or future laws in the event of
      Tenant being evicted or dispossessed for any cause, or in the event of
      Owner obtaining possession of the demised premises, by reason of the
      violation by Tenant of any of the covenants and conditions of this lease,
      or otherwise.

                 

                Fees
      and Expenses: 19. If Tenant shall default in the observance or performance
      of any term or covenant on Tenant's part to be observed or performed
      under, or by virtue of, any of the terms or provisions in any article of
      this lease, after notice, if required, and upon expiration of any
      applicable grace period, if any, (except in an emergency), then, unless
      otherwise provided elsewhere in this lease, Owner may immediately, or at
      any time thereafter and without notice, perform the obligation of Tenant
      thereunder. If Owner, in connection with the foregoing, or in connection
      with any default by Tenant in the covenant to pay rent hereunder, makes
      any expenditures or incurs any obligations for the payment of money,
      including but not limited to reasonable attorneys' fees, in instituting,
      prosecuting or defending any action or proceeding, and prevails in any
      such action or proceeding, then Tenant will reimburse Owner for such sums
      so paid, or obligations incurred, with interest and costs. The foregoing
      expenses incurred by reason of Tenant's default shall be deemed to be
      additional rent hereunder, and shall be paid by Tenant to Owner within ten
      (10) days of rendition of any bill or statement to Tenant therefore. If
      Tenant's lease term shall have expired at the time of making of such
      expenditures or including of such obligations, such sums shall be
      recoverable by Owner, as damages.

                 

                Building
      Alterations and Management: 20. Owner shall have the right at any time
      without the same constituting an eviction and without incurring liability
      to Tenant therefor, to change the arrangement and/or location of public
      entrances, passageways, doors, doorways, corridors, elevators, stairs,
      toilets or other public parts of the building, and to change the name,
      number or designation by which the building may be known. There shall be
      no allowance to Tenant for diminution of rental value and no liability on
      the part of Owner by reason of inconvenience, annoyance or injury to
      business arising from Owner or other Tenants making any repairs in the
      building or any such alterations, additions and improvements. Furthermore,
      Tenant shall not have any claim against Owner by reason of Owner's
      imposition of such controls of the manner of access to the building by
      Tenant's social or business visitors as the Owner may deem necessary for
      the security of the building and its occupants.

                 

                No
      Representations Owner: 21. Neither Owner nor Owner's agents have made any
      representations or promises with respect to the physical condition of the
      building, the land upon which it is erected or the demised premises, the
      rents, leases, expenses of operation or any other matter
  or

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
      
        	
                thing
      affecting or related to the demised premises, except as herein expressly
      set forth, and no rights, easements or licenses are acquired by Tenant by
      implication or otherwise, except as expressly set forth in the provisions
      of this lease. Tenant has inspected the building and the demised premises
      and is thoroughly acquainted with their condition and agrees to take the
      same "as-is", and acknowledges that the taking of possession of the
      demised premises by Tenant sha11 be conclusive evidence that the said
      premises and the building of which the same form a part were in good and
      satisfactory condition at the time such possession was so taken, except as
      to latent defects.  All understandings and agreements heretofore
      made between the parties hereto are merged in this contract, which alone
      fully and completely expresses the agreement between Owner and Tenant, and
      any executory agreement hereafter made shall be ineffective to change,
      modify, discharge or effect an abandonment of it in whole or in part,
      unless such executory agreement is in writing and signed by the party
      against whom enforcement of the change, modification, discharge or
      abandonment is sought.

                 

                End
      of Term: 22. Upon the expiration or other termination of the term of this
      lease, Tenant shall quit and surrender to Owner the demised premises,
      "broom-clean", in good order and condition, ordinary wear and damages
      which Tenant is not required to repair as provided elsewhere in this lease
      excepted, and Tenant shall remove all its property. Tenant's obligation to
      observe or perform this covenant shall survive the expiration or other
      termination of this lease. If the last day of the term of this lease or
      any renewal thereof, falls on Sunday, this lease shall expire at noon on
      the preceding Saturday, unless it be a legal holiday, in which case it
      shall expire at noon on the preceding business day.

                 

                Quiet
      Enjoyment: 23. Owner covenants and agrees with Tenant that upon
      Tenant paying the rent and additional rent and observing and performing
      all the terms, covenants and conditions, on Tenant's part to be observed
      and performed, Tenant may peaceably and quietly enjoy the premises hereby
      demised, subject, nevertheless, to the terms and conditions of this lease
      including, but not limited to, Article 31 hereof, and to the ground
      leases, underlying leases and mortgages hereinbefore
      mentioned.

                 

                Failure
      to Give Possession: 24. If Owner is unable to give possession of the
      demised premises on the date of the commencement of the term hereof
      because of the holding-over or retention of possession of any tenant,
      undertenant or occupants, or if the demised premises are located in a
      building being constructed, because such building has not been
      sufficiently completed to make the demised premises ready for occupancy,
      or because of the fact that a certificate of occupancy has not been
      procured, or for any other reason, Owner shall not be subject to any
      liability for failure to give possession on said date and the validity of
      the lease shall not be impaired under such circumstances, nor shall the
      same be construed in any way to extend the term of this lease, but the
      rent payable hereunder shall be abated (provided Tenant is not responsible
      for Owner's inability to obtain possession or complete construction) until
      after Owner shall have given Tenant written notice that the Owner is able
      to deliver possession in condition required by this lease. If permission
      is given to Tenant to enter into possession of the demises premises, prior
      to the date specified as the commencement of the term of this lease,
      Tenant covenants and agrees that such possession and/or occupancy shall be
      deemed to be under all the terms, covenants, conditions and provisions of
      this lease, except the obligation to pay the fixed annual rent set forth
      in the preamble to this lease. The provisions of this article are intended
      to constitute "an express provision to the contrary" within the meaning of
      Section 223-a of the New York Real Property Law.

                 

                No
      Waiver: 25. The failure of Owner to seek redress for violation of, or to
      insist upon the strict performance of, any covenant or condition of this
      lease or of any of the Rules or Regulations, set forth or hereafter
      adopted by Owner, shall not prevent a subsequent act which would have
      originally constituted a violation from having all the force and effect of
      an original violation. The receipt by Owner of rent and/or additional rent
      with knowledge of the breach of any covenant of this lease shall not be
      deemed a waiver of such breach, and no provision of this lease shall be
      deemed to have been waived by Owner unless such waiver be in writing
      signed by Owner. No payment by Tenant or receipt by Owner of a lesser
      amount than the monthly rent herein stipulated shall be deemed to be other
      than on account of the earliest stipulated rent, nor shall any endorsement
      or statement of any check or any letter accompanying any check or payment
      as rent be deemed an accord and satisfaction, and Owner may accept such
      check or payment without prejudice to Owner's right to recover the balance
      of such rent or pursue any other remedy in this lease provided. No act or
      thing done by Owner or Owner's agents during the term hereby demised shall
      be deemed an acceptance of a surrender of the demised premises, and no
      agreement to accept such surrender shall be valid unless in writing signed
      by Owner. No employee of Owner or Owner's agent shall have any power to
      accept the keys of said premises prior to the termination of the lease,
      and the delivery of keys to any such agent or employee shall not operate
      as a termination of the lease or a surrender of the demised
      premises.

                 

                Waiver
      of Trial by Jury: 26. It is mutually agreed by and between Owner and
      Tenant that the respective parties hereto shall, and they hereby do, waive
      trial by jury in any action proceeding or counterclaim brought by either
      of the parties hereto against the other (except for personal injury or
      property damage) on any matters whatsoever arising out of, or in any
      way connected with, this lease, the relationship of Owner and Tenant,
      Tenant's use of, or occupancy of, the demised premises, and any emergency
      statutory or any other statutory
      remedy. It is further mutually agreed that in the event Owner commences
      any proceeding or action for possession, including a summary proceeding
      for possession of the demised premises, Tenant will not interpose any
      counterclaim of whatever nature or description in any such proceeding,
      including a counterclaim under Article 4, except for statutory mandatory
      counterclaims.

                 

                Inability
      to Perform: 27. This lease and the obligation of Tenant to pay rent
      hereunder and perform all of the other

              	 
      	
                covenants
      and agreements hereunder on part of Tenant to be performed shall in no way
      be affected, impaired or excused because Owner is unable to fulfill any of
      its obligations under this lease, or to supply, or is delayed in
      supplying, any service expressly or impliedly to be supplied, or is unable
      to make, or is delayed in making, any repair, additions, alterations, or
      decorations, or is unable to supply, or is delayed in supplying, any
      equipment, fixtures, or other materials, if Owner is prevented or delayed
      from so doing by reason of strike or labor troubles or any cause
      whatsoever including, but not limited to, government preemption or
      restrictions, or by reason of any rule, order or regulation of any
      department or subdivision thereof of any government agency, or by
      reason  of the conditions which have been or are affected,
      either directly or indirectly, by war or other emergency

                 

                Bills
      and Notices: 28. Except as otherwise in this lease provided, a bill,
      statement, notice, or communication which Owner may desire or be required
      to give to Tenant, shall be deemed sufficiently given or rendered if, in
      writing,
      delivered to Tenant personally or sent by registered or certified mail
      addressed to Tenant at the building of which the demised premises form a
      part, or at the last known residence address or business address of
      Tenant, or left at any of the aforesaid premises addressed to Tenant, and
      the time of the rendition of such bill or statement and of the giving of
      such notice or communication shall be deemed to be the time when the same
      is delivered to Tenant, mailed, or left at the premises as herein
      provided.  Any notice by Tenant to Owner must be served by
      registered or certified mail addressed to Owner at the address first
      hereinabove given or at such other address as Owner shall designate by
      written notice.

                 

                Services
      Provided by Owners: 29. As long as Tenant is not in default under any of
      the covenants of this lease beyond the applicable grace period provided in
      this lease for the curing of such defaults, Owner shall provide: (a)
      necessary elevator facilities on business days from 8 a.m. to 6 p.m. and
      have one elevator subject to call at all other times; (b) heat to the
      demised premises when and as required by law, on business days from 8 am.
      to 6 p.m.; (c) water for ordinary lavatory purposes, but if Tenant uses or
      consumes water for any other purposes or in unusual quantities (of which
      fact Owner shall be the sole judge), Owner may install a water meter at
      Tenant's expense, which Tenant shall thereafter maintain at Tenant's
      expense in good working order and repair, to register such water
      consumption, and Tenant shall pay for water consumed as shown on said
      meter as additional rent as and when bills are rendered; (d) cleaning
      service for the demised premises on business days at Owner's expense
      provided that the same are kept in order by Tenant. If, however, said
      premises are to be kept clean by Tenant, it shall be done at Tenant's sole
      expense, in a manner reasonably satisfactory to Owner, and no one other
      than persons approved by Owner shall be permitted to enter said premises
      or the building of which they are a part for such purpose. Tenant shall
      pay Owner the cost of removal of any of Tenant's refuse and rubbish from
      the building; (e)
      if the demised premises are serviced by Owner's air
      conditioning/cooling and ventilating system, air conditioning/cooling will
      be furnished to Tenant from May 15th through September 30th on business
      days (Mondays through Fridays, holidays excepted) from 8:00 am to 6:00
      pm., and ventilation will be furnished on business days during the
      aforesaid hours except when air conditioning/cooling is being furnished as
      aforesaid. If Tenant requires air conditioning/cooling or ventilation for
      more extended hours on Saturdays, Sundays or on holidays, as defined under
      Owner's contract with the International Union of Operating Engineers Logal
      94, 94A, 94B,, Owner will furnish the same at Tenant's expense. RIDER to
      be added in respect to rates and conditions for such additional service;
      (f) Owner reserves the right to stop services of the heating, elevators,
      plumbing, air-conditioning, electric, power systems or cleaning or other
      services, if any, when necessary by reason of accident, or for repairs,
      alterations, replacements or improvements necessary or desirable in the
      judgment of Owner, for as long as may be reasonably required by reason
      thereof. If the building of which the demised premises are a part supplies
      manually operated elevator service, Owner at any time may substitute
      automatic control elevator service and proceed diligently with alterations
      necessary therefor without in any way affecting this lease or the
      obligations of Tenant hereunder.

                 

                Captions:
      30. The Captions are inserted only as a matter of convenience and for
      reference, and in no way define, limit or describe the scope of this lease
      nor the intent of any provisions thereof.

                 

                Definitions:
      31. The term "office", or" offices", wherever used in this lease, shall
      not be construed to mean premises used as a store or stores, for the sale
      or display, at any time, of goods, wares or merchandise, of any kind, or
      as a restaurant, shop, booth, bootblack or other stand, barber shop, or
      for other similar purposes, or for manufacturing. The term "Owner" means a
      landlord or lessor, and as used in this lease means only the owner, or the
      mortgagee in possession for the time being, of the land and building (or
      the owner of a lease of the building or of the land and building) of which
      the demised premises form a part, so that in the event of any sale or
      sales of said land and building, or of said lease, or in the event of a
      lease of said building, or of the land and building, the said Owner shall
      be, and hereby is, entirely freed and relieved of all covenants and
      obligations of Owner hereunder, and it shall be deemed and construed
      without further agreement between the parties or their successors in
      interest, or between the parties and the purchaser, at any such sale, or
      the said lessee of the building, or of the land and building, that the
      purchaser or the lessee of the building has assumed and agreed to carry
      out any and all covenants and obligations of Owner, hereunder The words
      "re-enter" and "re-entry" as used in this lease are not restricted to
      their technical legal meaning. The term "business days" as used in this
      lease shall exclude Saturdays, Sundays and all days as observed by the
      State or Federal Government as legal holidays and those designated as
      holidays by the applicable building service union employees service
      contract, or by the applicable Operating Engineers contract with respect
      to HVAC service. Wherever it is expressly provided in this lease that
      consent shall not be unreasonably withheld, such consent shall not be
      unreasonably delayed.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                Adjacent
      Excavation-Shoring: 32. If an excavation shall be made upon land adjacent
      to the demised premises, or shall be authorized to be made, Tenant shall
      afford to the person causing or authorized to cause such excavation, a
      license to enter upon the demised premises for the purpose of doing such
      work as said person shall deem necessary to preserve the wall or the
      building, of which demised premises form a part, from injury or damage,
      and to support the same by proper foundations, without any claim for
      damages or indemnity against Owner, or diminution or abatement of
      rent.

                 

                Rules
      and Regulations: 33. Tenant and Tenant's servants, employees, agents,
      visitors, and licensees shall observe faithfully, and comply strictly
      with, the Rules and Regulations and such other and further reasonable
      Rules and Regulations as Owner and Owner's agents may from time to time
      adopt. Notice of any additional Rules or Regulations shall be given in
      such manner as Owner may elect. In case Tenant disputes the reasonableness
      of any additional Rules or Regulations hereafter made or adopted by Owner
      or Owner's agents, the parties hereto agree to submit the question of the
      reasonableness of such Rules or Regulations for decision to the New York
      office of the American Arbitration Association, whose determination shall
      be final and conclusive upon the parties hereto. The right to dispute the
      reasonableness of any additional Rules or Regulations upon Tenant's part
      shall be deemed waived unless the same shall be asserted by service of a
      notice, in writing, upon Owner, within fifteen (15) days after the giving
      of notice thereof. Nothing in this lease contained shall be construed to
      impose upon Owner any duty or obligation to enforce the Rules and
      Regulations or terms, covenants or conditions in any other lease, as
      against any other tenant, and Owner shall not be liable to Tenant for
      violation of the same by any other tenant, its servants, employees,
      agents, visitors or licensees.

                 

                Security:
      34. Tenant has deposited with Owner the sum of $ 11,034.00 as
      security for the faithful performance and observance by Tenant of the
      terms, provisions and conditions of this lease; it is agreed that in the
      event Tenant defaults in respect of any of the terms, provisions and
      conditions of this lease, including, but not limited to, the payment of
      rent and additional rent, Owner may use, apply or retain the whole or any
      part of the security so deposited to the extent required for the payment
      of any rent and additional rent, or any other sum as to which Tenant is in
      default or for any sum which Owner may expend or may be required to expend
      by reason of Tenant's default in respect of any of the terms, covenants
      and conditions of this

              	 
      	
                lease,
      including but not limited to, any damages or deficiency in the re- letting
      of the demised premises, whether such damages or deficiency accrued before
      or after summary proceedings or other re-entry by Owner. In the event that
      Tenant shall fully and faithfully comply with all of the terms,
      provisions, covenants and conditions of this lease, the security shall be
      returned to Tenant after the date fixed as the end of the lease and after
      delivery of entire possession of the demised premises to Owner. In the
      event of a sale of the land and building, or leasing of the building, of
      which the demised premises form a part, Owner shall have the right to
      transfer the security to the vendee or lessee, and Owner shall thereupon
      be released by Tenant from all liability for the return of such security;
      and Tenant agrees to look to the new Owner solely for the return of said
      security, and it is agreed that the provisions hereof shall apply to every
      transfer or assignment made of the security to a new Owner. Tenant further
      covenants that it will not assign or encumber, or attempt to assign or
      encumber, the monies deposited herein as security, and that neither Owner
      nor its successors or assigns shall be bound by any such assignment
      encumbrance, attempted assignment or attempted encumbrance.

                 

                Estoppel
      Certificate: 35. Tenant at any time, and from time to time, upon at least
      ten (10) days prior notice by Owner, shall execute, acknowledge and
      deliver to Owner, and/or to any other person, firm or corporation
      specified by Owner, a statement certifying 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
      modifications), stating the dates to which the rent and additional rent
      have been paid, and stating whether or not there exists any default by
      Owner under this lease, and, if so, specifying each such
      default.

                 

                Successors
      and Assigns: 36. The covenants, conditions and agreements contained in
      this lease shall bind and inure to the benefit of Owner and Tenant and
      their respective heirs, distributees, executors, administrators,
      successors, and except as otherwise provided in this lease, their assigns.
      Tenant shall look only to Owner's estate for the collection of a judgment
      (or other judicial process) against Owner in the event of any default by
      Owner hereunder, and no other property or assets of such Owner (or any
      partner, member, officer or director thereof, disclosed or undisclosed),
      shall be subject to levy, execution or other enforcement procedure for the
      satisfaction of Tenant's remedies under, or with respect to, this lease,
      the relationship of Owner and Tenant hereunder, or Tenant's use and
      occupancy of the demised
premises.

              


      

    

    


    SEE RIDER
AND EXHIBIT ATTACHED HERETO AND MADE A PART HEREOF


     

    In Witness Whereof,
Owner and Tenant have respectively signed and sealed this lease as of the day
and year first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Witness
      for Owner:

                                                  	 
      	
                                                    BRAUN
      MANAGEMENT, INC. as agent for

                                                  	 
	 
      	 
      	
                                                    DAROR
      ASSOCIATES LLC

                                                  	 
	 
      	 
      	
                                                    By:

                                                  	      
                                                    /s/
      Naftali Braun

                                                  	 
	 
      	 
      	
                                                    Date:

                                                  	September
      25, 2009	 
      	 
	 
      	 
      	
                                                    Name:

                                                  	
                                                    Naftali
      Braun

                                                  	
                                                    Title:

                                                  
	 
      	 
      	 
      	 
      	 
      	 
	
                                                    Witness
      for Tenant:

                                                  	 
      	
                                                    ACCOUNTABILITIES,
      INC.

                                                  	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                                    By:
      /s/ Jay H. Schecter

                                                  	 
      	 
	 
      	 
      	
                                                    Name:
      Jay H. Schecter

                                                  	
                                                    Title:
      Chief Executive Officer

                                                  
	 
      	 
      	
                                                    Date:

                                                  	September
      25, 2009	 
      	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    On the
25th day of September in the year 2009, before me, the
undersigned, a Notary Public in and for said State, personally appeared Jay
Schecter, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.

     

    
      
        
          	
                  /s/ Pauline P. Padilla

                
	
                  Notary
      Public

                
	 
      
	
                  Pauline
      P. Padilla

                
	
                  Notary
      Public, State of New York

                
	
                  No.
      01PA6041230

                
	
                  Qualified
      in Queens County

                
	
                  Commission
      Expires May 1, 2010

                


        

          

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    GUARANTY

    


    
      
        
          	
                  FOR
      VALUE RECEIVED, and in consideration for, and as an inducement to Owner
      making the within lease with Tenant, the undersigned guarantees to Owner,
      Owner's successors and assigns, the full performance and observance of all
      the covenants, conditions and. agreements, therein provided to be
      performed and observed by Tenant, including the "Rules and Regu1ations" as
      therein provided, Without requiring any notice of non-payment,
      non-performance, or non-observance, or proof; or notice, or demand,
      whereby to charge the undersigned therefor, all of which the undersigned
      hereby expressly waives and expressly agrees that the validity of this
      agreement and the obligations of the guarantor hereunder shall in no way
      be terminated, affected or impaired by reason of the assertion by Owner
      against Tenant of any of the rights or remedies reserved to Owner pursuant
      to the provisions of the within lease. The undersigned further covenants
      and agrees that this guaranty shall remain and continue in full force and
      effect as to any renewal, modification or extension of this lease and
      during any period when Tenant is occupying the demised premises as a
      "statutory tenant." As a further inducement to Owner to make this lease,
      and in consideration thereof, Owner and the undersigned covenant and agree
      that in any action or proceeding brought by either Owner or the
      undersigned against the other on any matters whatsoever arising out
      of, under, or
      by virtue of; the terms of this lease or of this guarantee, that Owner and
      the undersigned shall and do hereby waive trial by jury.

                	 
      	 
      
	 	 	 
	 
      	 
      	
                  On
      the                       
      day
      of               in the
      year before me, the undersigned, a Notary Public in and for said State,
      personally appeared personally known to me or proved to me on the basis of
      satisfactory evidence to be the individual(s) whose name(s) is (are)
      subscribed to the within instrument and acknowledged to me that
      he/she/they executed the same in his/her/their capacity(ies), and that by
      his/her/their signature(s) on the instrument, the individual(s), or the
      person upon behalf of which the individual(s) acted, executed the
      instrument.

                


        

      

    

    


    ~
IMPORTANT-PLEASE READ ~            

    


    
      
        	
                RULES
      AND REGULATIONS ATTACHED TO AND

                MADE
      A PART OF THIS LEASE

                IN
      ACCORDANCE WITH ARTICLE 36.

                 

                1. The sidewalks,
      entrances, driveways, passages, courts, elevators, vestibules, stairways,
      corridors or halls shall not be obstructed or encumbered
      by Tenant or used for any purposes other than for ingress or egress
      from the demised premises, and for delivery of merchandise and
      equipment in a prompt and efficient manner using elevators and passageways
      designated fur such delivery by Owner. There shall not be used in any
      space, or in the public hall of the building. Either by any tenant or by
      jobbers or others in the delivery or receipt of merchandise, any hand
      trucks, except those equipped with rubber tires and sideguards. If said
      premises are situated on the ground floor of the building, Tenant shall
      further at Tenant's expense, keep the sidewalk and curb in front of said
      premises clean and free from ice, snow, dirt, and rubbish.

                2.  The
      water and wash closets and plumbing fixtures shall not be used for any
      purposes other than those for which
      they were designed or constructed, and no sweepings, rubbish, rags, acids
      or other substances shall be deposited therein, and the expense of any
      breakage, stoppage, or damage resulting from the violation of this rule
      shall be borne by Tenant, whether or not caused by the Tenant, its clerks,
      agents, employees or visitors.

                3. No
      carpet, rug or other article shall be hung or shaken out of any window of
      the building; and Tenant shall not sweep or throw, or permit to be swept
      or thrown, from the demised premises any dirt or other substances into any
      of the corridors or halls, elevators, or out of the doors or windows or
      stairways of the building, and Tenant shall not use, keep or permit to be
      used or kept, any foul or noxious gas or substance in the demised
      premises, or permit or suffer the demised premises to be occupied or
      used in a manner offensive or objectionable to Owner or other a occupants
      of the building by reason of noise, odors, and/or vibrations, or interfere
      in any way with other tenants or those having business therein, nor shall
      any bicycles, vehicles, animals, fish, or birds be kept in or about the
      building. Smoking or carrying lighted cigars or cigarettes in the
      elevators of the building is prohibited.

                4.
      No awnings or other projections shall be attached to the outside walls of
      the building without the prior written consent of Owner.

                5.
      No sign, advertisement, notice or other lettering shall be exhibited,
      inscribed, painted or affixed by Tenant in any part of the outside of the
      demised premises or the building or on the inside of the demised
      premise if the same is visible from the outside of the demised
      premises, without the prior written consent of Owner, except that the name
      of Tenant may appear on the entrance door of the demised premises. In the
      event of the violation of the foregoing by Tenant, Owner may remove same
      without any liability, and may charge the expense incurred by such removal
      to Tenant. Interior signs on door and directory tablet shall be inscribed,
      painted or affixed for Tenant by Owner at the expense of Tenant, and shall
      be of a size, color and style acceptable to Owner.

                6.
      Tenant shall not mark, paint, drill into, or in any way deface any part of
      the demised premises or the building of which they form a part. No boring,
      cutting, or stringing of wires shall be permitted, except with the prior
      written consent of Owner, and as Owner may direct. Tenant shall not
      lay linoleum or other
      similar floor covering so
      that the same shall come in direct contact with the floor of the demised
      premises, and, if linoleum or other similar floor covering is desired to
      be used, an interlining of builder's deadening felt shall be first affixed
      to the floor, by a paste or other material, soluble in water, the use of
      cement or other similar adhesive material being expressly
      prohibited.

                7..
      No additional locks or bolts of any kind shall be placed upon any of the
      doors or windows by Tenant, nor shall any changes be made in existing
      locks or mechanism thereof. Tenant must, upon the termination of his
      tenancy, restore to Owner all keys of stores, offices and toilet rooms,
      either furnished to, or otherwise procured by, Tenant, and in the event of
      the loss of any keys so furnished, Tenant shall pay to Owner the cost
      thereof.

                8.
      Freight, furniture, Business, equipment, merchandise and bulky matter
      of any description shall be delivered to and removed from the demised
      premises only on the freight elevators and through the service entrances
      and corridors, and only during hours

              	 
      	
                and
      in a manner approved by Owner. Owner reserves the right to inspect all
      freight to be brought into the building and to exclude from the building
      all freight which violates any of these Rules and Regulations of the
      lease, or which these Rules and Regulations are a part.

                9.
      Tenant shall not obtain for use upon the demised premises ice, drinking
      water, towel or other similar services, or accept barbering or
      bootblacking services in the demised premises, except from persons
      authorized by Owner, and at hours and under regulations fixed by
      Owner.  Canvassing, soliciting and peddling in the building is
      prohibited and Tenant shall cooperate to prevent the same.

                10.
      Owner reserves the right to exclude from the building all persons who do
      not present a pass to the building signed by Owner. Owner will furnish
      passes to persons for whom Tenant requests same in writing. Tenant shall
      be responsible for all persons for whom he requests such pass, and shall
      be liable to Owner for all acts of such persons. Notwithstanding the
      foregoing, Owner shall not be required to allow Tenant or any person to
      enter or remain in the building, except on business days from 8:00 a.m. to
      6:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m. Tenant shall not
      have a claim against Owner by reason of Owner excluding from the building
      any person who does not present such pass.

                11.
      Owner shall have the right to prohibit any advertising by Tenant which in
      Owner's opinion, tends to impair the reputation of the building or its
      desirability as a loft building,  and upon written notice from
      Owner, Tenant shall refrain from or discontinue such
      advertising.

                12.
      Tenant shall not bring or permit to be brought or kept in or on the
      demised premises, any inflammable, combustible, explosive, or hazardous
      fluid, material, chemical or substance, or cause or permit any odors
      of cooking or other processes, or any unusual or other objectionable
      odors, to permeate in, or emanate from the demised
      premises.

                13.
      Tenant shall not use the demised premises in a manner which disturbs or
      interferes with other tenants in the beneficial use of their
      premises. 14. Refuse and Trash. (1) Compliance by Tenant. Tenant
      covenants and agrees, at its sole cost and expense, to comply with all
      present and future laws, orders, and regulations, of all state, federal,
      municipal, and local governments, departments, commissions and boards
      regarding the collection, sorting, separation and recycling of waste
      products, garbage, refuse and trash. Tenant shall sort and separate
      such waste products, garbage, refuse and trash into such categories as
      provided by law. Each separately sorted category of waste products,
      garbage, refuse and trash shall be placed in separate receptacles
      reasonably approved by Owner. Tenant shall remove, or cause to be removed
      by a contractor acceptable to Owner, at Owner's sole discretion, such
      items as Owner may expressly designate. (2) Owner's Rights in Event of
      Noncompliance. Owner has the option to refuse to collect or accept from
      Tenant waste products, garbage, refuse or trash (a) that is not separated
      and sorted as required by law or (b) which consists of such items as Owner
      may expressly designate for Tenant's removal, and to require Tenant to
      arrange for such collection at Tenant's sole cost and expense,
      utilizing a contractor satisfactory to Owner.  Tenant shall
      pay all costs, expenses, fines, penalties, or damages that may be imposed
      on Owner or Tenant by reason of Tenant's failure to comply with the
      provisions of this Building Rule 15, and, at Tenant's sole cost and
      expense, shall indemnity, defend and hold Owner harmless (including
      reasonable legal fees and expenses) from and against any actions, claims
      and suits arising from such noncompliance, utilizing counsel reasonably
      satisfactory to Owner.

              


      

    

     

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Rider
attached to and made a part of office lease dated September 17, 2009 between
Braun Management Inc., as agent for DAROR ASSOCIATES LLC ("Landlord") and
ACCOUNTABILITIES, INC. ("Tenant") for space consisting of part of the eleventh
(11th) floor known as Suite 1100 (the “demised premises”) at 160 Broadway, New
York, NY 10038 (the “Building”).

    


    37.01 The
term of this Lease shall begin on November 1, 2009 (the "Commencement
Date"). The term
of this Lease shall expire on December 31, 2016 (the “Expiration Date”) unless
sooner terminated as herein provided.

    


    37.02.  Tenant
covenants and agrees to pay rent (the "Base Rent" or "Fixed Rent") to Landlord
in advance monthly installments on the first day of each and every calendar
month during the term of this Lease without any prior demand, offset or
deduction of any kind whatsoever (except for the first monthly installment
thereof, which shall be paid by Tenant upon execution hereof) at the following
annual rental rates:

    


    
      
        
          
            	
                    Lease Year or Period

                  	 	
                    Annual Base Rent.

                  	 	 	
                    Monthly Base Rent.

                  	 
	
                    November
      1, 2009-October 31, 2010

                  	 	$	66,204.00	 	 	$	5,517.00	 
	
                    November
      1, 2010-October 31, 2011

                  	 	$	67,859.10	 	 	$	5,654.93	 
	
                    November
      1, 2011-October 31, 2012

                  	 	$	69,555.58	 	 	$	5,796.30	 
	
                    November
      1, 2012-October 31, 2013

                  	 	$	71,294.47	 	 	$	5,941.21	 
	
                    November
      1, 2013-October 31, 2014

                  	 	$	73,076.83	 	 	$	6,089.74	 
	
                    November
      1, 2014-October 31, 2015

                  	 	$	74,903.75	 	 	$	6,241.98	 
	
                    November
      1, 2015-October 31, 2016

                  	 	$	76,776.34	 	 	$	6,398.03	 
	
                    November
      1, 2016-December 31, 2016

                  	 	$	78,695.75	 	 	$	6,557.98	 


          

        

      

    

    
      


    

    
      37.03.  Tenant
shall accept the demised premises in its "as is" condition except Landlord
shall, at Landlord’s cost and expense at or about the commencement of the term,
using Landlord’s building standard labor and materials, perform the following
work (“Landlord’s Work”) once:

    

    
      


    

    
      
        	
              	
                1.

              	
                Paint
      walls and trim in color to be selected by Tenant from Landlord’s building
      standard paint chart.

              


      

    

    
      
        	
              	
                2.

              	
                Carpet
      floors in color and style to be selected by Tenant from Landlord’s
      building standard carpet samples.

              


      

      
        	
              	
                3.

              	
                Build
      as per Plan annexed hereto as Exhibit
“C”.

              


      

    

    
      


      38.1. 
As used in this Article and this Lease the words and terms which follow mean and
include the following:

    

    
      


    

    
      (a) 
Intentionally omitted.

    

    
      


    

    
      (b) 
"Tax Year"
shall mean each period of twelve months, commencing on the first day of July of
each such period, in which occurs any part of the term of this Lease or such
other fiscal year as hereafter may be duly adopted as the fiscal year for real
estate tax purposes of the City of New York.

      


      (c) 
"Tenant's
Proportionate Share" shall mean one and fifty eight hundredths of one
percent (1.58%).

    

    
      


    

    
      (d) 
"Area of the demised
premises" shall mean the rentable square foot area of the demised
premises (which the parties have agreed shall be 2,452 square feet for the
purposes of this Lease).

    

    


    
      	
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____

            


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      (e) 
"Real Estate
Tax" shall mean any and all taxes and assessments (including, without
limitation, special and extraordinary assessments) levied, assessed and/or
imposed upon the Building(s) and the Land(s) of which the demised premises forms
a part without regard to tax abatements.  If there is a change in the
method of taxation which results in any franchise, income, rent, profit or other
tax, however designated, being levied against Landlord and/or the owner of the
Land(s) and Building(s) in substitution of, or in addition to any Real Estate
Tax, in whole or in part, such tax or taxes shall be considered to be a Real
Estate Tax for the purposes hereof.

    

    
      


    

    
      (f) 
"Real Estate Tax
Base" shall mean the Real Estate Taxes for the one year fiscal period
(i.e., July 1 to June 30) of 2009/10.

    

    
      


    

    
      (g) 
"Escalation
Statement" shall mean statement in writing signed by Landlord, setting
forth the amount payable by Tenant for a specified Tax Year pursuant to this
Article.

    

    
      


    

    
      38.2. 
If the Real Estate Taxes for any Tax Year shall be greater than the Real Estate
Tax Base, Tenant shall pay the Landlord as additional rent for the demised
premises for such Tax Year an amount equal to Tenant's Proportionate Share of
the difference between Real Estate Taxes for such Tax Year and the Real Estate
Tax Base.

    

    
      


      38.3.  Any such adjustment payable
by reason of the provisions of Section 38.2 hereof shall be payable within
fifteen (15) days after Landlord shall furnish to Tenant an Escalation Statement
with respect to Real Estate Taxes for any Tax Year.

      


    

    
      38.4. 
In the event (i) that the date of the expiration or other termination of this
Lease shall be a day other than the last day of a Tax Year or (ii) of any
increase or decrease in the Area of the demised premises (as may be provided
herein), then in each such event in applying the provisions of this Article with
respect to any Tax Year in which such event shall have occurred, appropriate
adjustments shall be made to reflect the occurrence of such event on a basis
consistent with the principles  underlying the provisions of this Article
taking into consideration:  (a) the portion of such Tax Year which shall
have elapsed prior to the date of such expiration or termination; or (b) in the
case of any such increase or decrease, the portion of the demised premises to
which the same relate.  Similarly, if the term of this Lease shall begin or
end on a date which is not the first (with respect to term commencement) or the
last (with respect to expiration or termination) day of a calendar month,
appropriate adjustments shall be made to Fixed Rent and additional rent for the
first or last month of the term, as the case may be, to reflect the portion of a
month falling within the term of this Lease.  However, nothing contained
herein shall relieve Tenant of liability for all Fixed Rent and additional rent
which would have been due following termination for Tenant's
default.

    

    
      


    

    
      38.5. 
Payments shall be made pursuant to this Article notwithstanding the fact that an
Escalation Statement is furnished to Tenant after the expiration of the term of
this Lease.

    

    
      


    

    
      38.6. 
In case the Real Estate Taxes for any Tax Year or part thereof shall be reduced
before Tenant shall have paid Tenant's Proportionate Share of any excess thereof
in respect of such Tax Year pursuant to Section 38.2 hereof, the Real Estate
Taxes for such Tax Year shall be deemed to include any expenses, including
counsel fees, incurred by Landlord in connection with reducing the assessed
valuation and/or in obtaining such reduction.

    

    
      


    

    
      38.7. 
In case the Real Estate Taxes for any Tax Year or part thereof shall be reduced
after Tenant shall have paid Tenant's Proportionate Share of any excess thereof
in respect of such Tax Year pursuant to Section 38.2 hereof, Tenant shall be
entitled to receive Tenant's Proportionate Share of such reduction after
Landlord's receipt of a refund or credit for said reduction, provided, however,
that the Real Estate Taxes for such Tax Year shall be deemed to include any
expenses, including counsel fees, incurred by Landlord in connection with
obtaining said reduction.

    

    
      


    

    39.  The
rental stipulated herein does not include electrical service.  Tenant
will pay the cost of electric current consumed in the Demised Premises directly
to the utility and shall pay all charges required by the utility company for its
directly metered electricity service and repair, replace, and maintain any
required meter at Tenant’s own expense.  Landlord shall permit Tenant
to use Landlord’s wires and conduits to the extent available and safely capable
to be used for Tenant’s purposes.

    


    
      	
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      40. 
All taxes, charges, costs and expenses which the Tenant is required to pay under
any terms of this Lease, together with all interest and penalties that may
accrue thereon, in the event of the Tenant's failure to pay such amounts and all
damages, costs and expenses which the Landlord may incur by reason of any
default of the Tenant or failure on the Tenant's part to comply with the terms
of this Lease, shall be deemed to be additional rent and, in the event of
nonpayment by the Tenant, the Landlord shall have all the rights and remedies
with respect thereto as the Landlord has for the nonpayment of the fixed
rent.  If Landlord does not receive full payment for rent (i.e., Fixed Rent
and/or additional rent) within ten (10) days after the date on which payment is
due, Tenant shall be liable to Landlord for all reasonable legal fees
and  interest on late payments at an annual rate equal to one percent
above the prime lending rate then in effect for loans of Citibank, N.A. (or its
successor) in the State of New York, which shall accrue on a daily basis from
the date on which the payment was due to the date on which Landlord collects
payment in full.  However, if the collection of interest at the rate
specified herein would be usurious or otherwise unenforceable, interest on late
payments shall accrue at the highest lawful rate.

    

    
      


    

    
      41.01. 
If the Landlord or any successor in interest shall be an individual, joint
venture, Tenants-in-common, firm or partnership, general or limited, or limited
liability company or partnership, there shall be no personal liability on such
individual or on the members of such joint venture, tenants-in-common, firm,
company, or partnership in respect to any of the covenants or conditions of this
Lease.  The Tenant shall look solely to the equity of the Landlord in the
property (i.e., the land and building of which the demised premises form a part)
for the satisfaction of the remedies of the Tenant in the event of a breach by
the Landlord of any of the covenants or conditions of this
Lease.

    

    
      


    

    
      41.02. 
Each party agrees, at any time and from time to time, as requested by the other
party, upon not less than ten (10) days' prior notice, to execute and deliver to
the other a statement certifying 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 modifications), certifying the dates to
which the Fixed Rent and additional rent have been paid, and stating whether or
not, to the best knowledge of the signer, the other party is in default in
performance of any of its obligations under 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 others with
whom the party requesting such certificate may be dealing.

    

    
      


    

    
      42. 
All notices required herein shall be in writing, addressed to Landlord and
Tenant at the addresses set forth herein, except after Tenant has commenced
occupancy of the demised premises, notices shall be sent to the demised premises
and shall be delivered personally or sent by certified mail, return receipt
requested.  The date of delivery or mailing shall be deemed to be the date
on which notice is given.  Either party may change the address to which
notices to it are to be sent on seven (7) day’s prior notice.

    

    
      


    

    
      43. 
Tenant warrants to Landlord that no real estate agent or broker except BRAUN
MANAGEMENT INC. brought about this Lease and agrees to indemnify and defend
Landlord on demand against all claims made by (other) brokers and agents for
fees or commissions with respect to this Lease.

    

    
      


    

    
      44. 
Landlord shall be entitled on at least one hundred eighty (180) day’s prior
written notice thereof, to cancel this Lease for the purpose of actually
demolishing the Building or changing the Building use to residential and this
Lease shall come to an end on the date in such notice specified with the same
force and effect as if such date were the date herein specified for the
expiration hereof and the rent, including any additional rent provided for under
this Lease, shall be apportioned and adjusted as of the effective date of such
cancellation.

    

    
      


    

    
      45. 
Landlord shall be entitled to relocate the Tenant for any reason whatsoever to
other space in the Building which is comparable as to amount, facilities and
improvements, on at least thirty (30) day’s prior written notice thereof, and
the Tenant shall remove peacefully from the demised premises which it is
occupying on the date specified in such notice, provided that Tenant's
reasonable costs of relocation shall be paid for by Landlord.

      


    

    
      	
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      46.01. 
Article 11 of this Lease is modified to the following extent.  If Tenant
shall desire to assign this Lease or sublet the leased demised premises, in
whole or in part, Landlord will not unreasonably withhold or delay its prior
written consent thereto provided:

    

    
      


    

    
      A.           Tenant
shall give Landlord prior notice ("Tenant's Notice") of its desire to assign
this Lease or sublet all, or any portion of the demised premises.  Tenant's
Notice must be given to Landlord at least sixty (60) days, but not more than one
hundred twenty (120) days prior to the date on which the assignment would become
effective, or at least sixty (60) days, but not more than one hundred twenty
(120) days prior to the date on which the term of the sublease would
start.  Tenant's Notice shall include a duplicate copy of the assignment or
sublease, if one has already been executed (but such execution must be subject
to Landlord's consent as herein provided) or, if the assignment or sublease has
not yet been executed, Tenant's Notice shall identify the proposed assignee or
subtenant and shall contain a copy of the proposed assignment or sublease which
conforms in all material respects to the one that Tenant wants Landlord to
consent to.

    

    
      


    

    
      B.           An
assignment shall include an assumption by the assignee, from and after the
effective date of such assignment, of the performance and observance of all of
the covenants and conditions in this Lease contained on Tenant's part to be
performed and observed as if the assignee had executed this Lease as the
original Tenant.  A sublease shall specify that it is subject to this Lease
and that the demised premises to be sublet shall be used solely for the same use
permitted hereunder for Tenant.  No sublease (for all or part of the
demised premises) or assignment of this Lease shall permit further assignment or
subletting (in whole or in part) without the prior written consent of Landlord
in each instance.

    

    
      


    

    
      C.           If
Tenant shall give Tenant's Notice of a desire to assign this Lease, or to sublet
all or part of the demised premises hereby leased, Landlord shall be entitled to
cancel this Lease on at least sixty (60) days', but not more than one hundred
twenty (120) days', prior notice thereof, and this Lease shall come to an end on
the date in such notice specified, with the same force and effect as if such
date were the date herein specified for the expiration hereof, and the rent
(i.e., Base Rent and additional rent) provided for under this Lease shall be
apportioned and adjusted as of the effective date of such cancellation. 
Landlord's notice of cancellation may be given at any time following Landlord's
receipt of Tenant's Notice and Landlord's right of cancellation shall persist
for the balance of the term of this Lease without regard to whether or not
Landlord's consent was given to any assignment of this Lease or sublease for all
or any portion of the demised premises.  Landlord's acceptance of rent
shall not constitute the waiver of any of Landlord's rights.

    

    
      


    

    
      D.           Whenever
Tenant shall claim under this Article or any other part of this Lease that
Landlord has unreasonably withheld or delayed its consent to some request of
Tenant, Tenant shall have no claim for damages by reason of such alleged
withholding or delay, and Tenant's sole remedies therefor shall be a right to
compel arbitration of the matter in dispute or to obtain specific performance,
but in any event without recovery of damages;

    

    
      


    

    
      E.           Tenant
shall have no right to sublet (in whole or in part) or to assign if it is in
default under this Lease.  No assignment of this Lease and no sublease for
all or any part of the demised premises shall relieve Tenant of liability to
Landlord for breach of this Lease.

    

    
      


    

    
      F.           In
the event that the monthly rental which Tenant receives from a sublease for all
or any portion of the demised premises permitted hereunder is greater than a sum
equal to the percentage of the total area of the demised premises which is
sublet multiplied by Tenant's rent (i.e., Base Rent and additional rent) per
month, the difference between said sums shall be paid to Landlord each month as
additional rent.  Any and all consideration required to be paid to Tenant
by an assignee in connection with an assignment permitted hereunder shall be
paid to Landlord by Tenant as additional rent.

    

    
      


    

    
      G.           No
subtenant or assignee shall be:  an employment agency, a governmental or
quasi-governmental organization; a non-for-profit corporation or organization; a
current or former tenant, subtenant or occupant of the Building; or a
prospective tenant who is negotiating with Landlord for space in the Building or
who has so negotiated within the previous six (6) months.

    

    


    
      	
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      H.           Anything
contained in this Article to the contrary
notwithstanding: 

    

    
      


    

    
      
        	
              	
                (i)

              	
                Landlord
      shall not be required to consent to any sublease which provides for a Base
      Rent per square foot per annum that is less than the quotient derived from
      adding Tenant's Base Rent per annum plus additional rent per annum being
      paid by Tenant pursuant to Article 38 at the time in question and dividing
      such sum by the Area of the demised
premises;

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                nor
      shall Landlord be required to consent to a sublease which provides for a
      rental that is less than the highest rental which Landlord could obtain
      for the space which Tenant proposes to sublet if Landlord put such space
      on the market at the time in
question.

              


      

    

    
      


    

    
      46.02.  Tenant
shall not publish or disseminate advertisements for a subtenant or assignee and
must use the real estate broker or agent designated by Landlord as the sole
broker or agent for a sublease or assignment permitted under this Article. 
Landlord shall be entitled to injunctive relief to enforce the provisions of
this Article and the parties agree that irreparable injury in the form of
damages to Landlord that are large, irreversible and difficult to precisely
evaluate shall be deemed to result from the breach of the provisions of this
Article by Tenant.

    

    
      


    

    
      46.03.  Tenant
shall not be a subtenant or an assignee pursuant to any assignment or sublease
whatsoever which relates to space in the Building of which the demised premises
forms a part.

    

    
      


    

    
      47.01.  Subject
to the provisions of this Article, this Lease may be assigned, or the demised
premises may be sublet, in whole or in part, to any corporation or other entity
which shall be an affiliate, subsidiary, or successor of
Tenant.

    

    
      


    

    
      47.02.  As
used in this Article "subsidiary", "affiliate" and "successor" of Tenant shall
mean the following:

    

    
      


    

    
      (a)          An
"affiliate" shall mean any corporation or other entity which controls Tenant, is
controlled by Tenant or is under common control with Tenant.  For this
purpose, "control" shall mean the possession of the power to direct or cause the
direction of the management and policies of such corporation, whether through
ownership of voting securities or by contract or otherwise.

    

    
      


    

    
      (b)          A
"subsidiary" shall mean any corporation or other entity not less than fifty-one
percent (51%) of whose outstanding stock or whose equity shall at the time be
owned by Tenant.

    

    
      


    

    
      (c)          A
"successor" shall mean:

    

    
      


    

    
      (i)           A
corporation or other entity into which or with which Tenant is merged or
consolidated, in accordance with applicable statutory provisions for merger or
consolidation of corporations, provided that by operation of law or by effective
provisions contained in the instruments of merger or consolidation the
liabilities of the corporations or other entity participating in such merger or
consolidation are assumed by the corporation surviving such merger or created by
such consolidation, or

    

    
      


    

    
      
        	
              	
                (ii)

              	
                A
      corporation or other entity acquiring this Lease and the term hereby
      demised and a substantial portion or all of the property and assets of
      Tenant, provided that such corporation shall have a positive (as opposed
      to a negative) net worth immediately after such acquisition and such net
      worth is not less than Tenant's net worth immediately prior to such
      acquisition.

              


      

    

    
      


    

    
      47.03
Acquisition by Tenant of a substantial portion of the assets, together with the
assumption of all or substantially all of the obligations and liabilities of any
corporation or other entity shall be deemed a merger of such corporation into
Tenant.

    

    


    
      	
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      47.04. 
An assignment of this Lease or a sublease relating to all or part of the demised
premises pursuant to this Article shall not relieve Tenant of liability to
Landlord for breach of this Lease.  Tenant shall not enter into an
assignment or sublease of any kind while Tenant is in default under this
Lease.  Tenant shall furnish Landlord, on demand, with such documents and
information as Landlord may reasonably require to substantiate relationships,
conditions and transactions described in this Article, including but not limited
to, an assignment and assumption agreement or sublease agreement, as the case
may be, conforming to the requirements of paragraph 46.01(B).  No sublease
for all or part of the demised premises and no assignment of this Lease shall
permit further assignment or the subletting of all or part of the demised
premises without Landlord's prior written consent in each instance. 
Landlord's acceptance of rent shall not constitute Landlord's waiver of any of
its rights.

    

    
      


    

    
      48.01.  In
the event Tenant shall become a debtor under Chapter 7 of the Bankruptcy Code as
it may be amended or to any other successor statute thereto, and the Trustee
and/or Tenant shall elect to assume this Lease for the purpose of assigning the
same or otherwise, such election and assignment may only be made if all of the
terms and conditions of paragraphs 48.02 and 48.03 hereof are
satisfied.  If such Trustee shall fail to elect or assume this Lease
within thirty (30) days after the filing of the Petition, this Lease shall be
deemed to have been rejected.  Landlord shall be thereupon immediately
entitled to possession of the demised premises without further obligation to
Tenant or Trustee, and this Lease shall be canceled, but Landlord’s right to be
compensated for damages in such liquidation proceeding shall
survive.  In the event Tenant or the Trustee fail to vacate the
demised premises after the Lease is rejected, Landlord may move the Bankruptcy
Court before which the case is pending for an order directing Tenant and/or
Trustee to vacate the demised premises.  It is agreed that such motion
by Landlord shall be deemed to be a "core proceeding" as that term is
contemplated by 28 U.S.C. 157.

    

    
      


    

    
      48.02.  In
the event a Petition for reorganization or adjustment of debts is filed
concerning Tenant under Chapter 11 of the Bankruptcy Code, or a proceeding is
filed under Chapter 7 of the Bankruptcy Code and is converted to Chapter 11, the
Trustee or Tenant, as Debtor-In-Possession, must elect to assume this Lease
within thirty (30) days from the date of the filing of the Petition under
Chapter 11 or the Trustee or Tenant shall be deemed to have rejected this
Lease.  In the event Tenant or the Trustee fail to vacate the demised
premises after the Lease is rejected, Landlord may move the Bankruptcy Court
before which the case is pending for an order directing Tenant and/or the
Trustee to vacate the demised premises.  It is agreed that such motion
by Landlord shall be deemed to be a "core proceeding" as that term is
contemplated by 28 U.S.C. 157.  No election by the Trustee or Tenant
to assume this Lease, whether under Chapter 7 or 11 shall be effective unless
each of the following conditions, which Landlord and Tenant acknowledge are
commercially reasonable in the context of Tenant’s bankruptcy proceeding, have
been satisfied, and Landlord and Tenant have so acknowledged in
writing:

    

    
      


    

    
      48.02.1.  The
Trustee or Tenant has cured all defaults under the Lease and has provided
Landlord adequate assurance of future performance of the Lease's terms on the
date of such assumption of the Lease.

    

    
      


    

    
      48.02.2.  The
Trustee or Tenant has provided Landlord with adequate assurance of the future
performance of each of Tenant’s or the Trustee's obligations under this Lease;
provided, however, that:

    

    
      


    

    
      
        	
              	
                (a)

              	
                The
      Trustee or Tenant shall also deposit with Landlord, as security for the
      timely payment of rent, an additional amount equal to three (3)
      installments of Base Rent and other monetary charges accruing under this
      Lease; and

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                If
      not otherwise required by the terms of this Lease, the Trustee or Tenant
      shall also pay in advance on the date Base Rent is payable 1/12th of
      Tenant's annual obligations under this Lease for additional rents (i.e.,
      real estate tax, porters wage escalations, electricity) and similar
      charges.

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                From
      and after the date of the assumption of this Lease, the Trustee or Tenant
      shall pay as rent an amount equal to the sum of the Base Rent otherwise
      payable hereunder, which amount shall be payable in advance in equal
      monthly installments on the date Base Rent is
  payable.

              


      

    

    


    
      	
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                (d)

              	
                The
      obligations imposed upon the Trustee or Tenant shall continue with respect
      to Tenant and/or any assignee of the Lease after the completion of
      bankruptcy proceeding.

              


      

    

    
      


    

    
      48.02.3.
The assumption of this Lease will not:

    

    
      


    

    
      
        	
              	
                (a)

              	
                Breach
      any provision in any other lease, mortgage, financing agreement or other
      agreement by which Tenant is bound relating to the demised
      premises.

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                Disrupt,
      in Landlord’s reasonable judgment, the tenant mix of the Building or any
      other attempt by Landlord to provide a specific variety of tenants in the
      Building, in Landlord’s judgment, would be most beneficial to all of the
      tenants at property where the Building is located and would enhance the
      image, reputation and profitability of the
  Building.

              


      

    

    
      


    

    
      48.03.  For
purposes of this Paragraph, Landlord and Tenant acknowledge that in the context
of Tenant’s bankruptcy proceeding, at a minimum "adequate assurance" shall
mean:

    

    
      


    

    
      48.03.1.  The
Trustee or Tenant has and will continue to have sufficient unencumbered assets
after the payment of all secured obligations and administrative expenses to
assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill
Tenant’s obligations under this Lease, and to keep the demised premises properly
used and staffed with sufficient employees to conduct a fully operational
actively promoted business on the demised premises; and

    

    
      


    

    
      48.03.2.  The
Bankruptcy Court shall have entered an Order segregating sufficient cash payable
to Landlord and/or the Trustee or Tenant shall have granted a valid and
perfected first lien and security interest and/or mortgage in Tenant’s or
Trustee's property, acceptable as to value and kind to Landlord, to secure to
Landlord the obligation of the Trustee or Tenant to cure the monetary and/or
non-monetary defaults under this Lease within the time periods set forth
above.

    

    
      


    

    
      48.03.3.  In
the event that this Lease is assumed by a Trustee appointed for Tenant or by
Tenant as Debtor-In-Possession under the provisions of Sub-paragraph 48.03.2
hereof and thereafter Tenant is liquidated or a subsequent Petition for
reorganization or adjustment of debts under Chapters 11 or 13 of the Bankruptcy
Code is filed, then, and in either of such events, Landlord may, at Landlord’s
option, terminate this Lease and all of Tenant’s rights hereunder, by giving
Tenant written notice of its election to so terminate, by no later than thirty
(30) days after the occurrence of either of such events.

    

    
      


    

    
      48.03.4.  If
the Trustee or Tenant has assumed the Lease pursuant to the terms and provisions
of Paragraphs 48.01 or 48.02 herein, for the purposes of assigning (or elects to
assign) Tenant’s interest under this Lease or the estate created thereby, to any
other person, such interest or estate may be so assigned only if Landlord shall
acknowledge in writing that the intended assignee has provided adequate
assurance as defined in this Sub-paragraph 48.03.4 of future performance of all
of the terms, covenants and conditions of this Lease to be performed by
Tenant.  For purposes of this Sub-paragraph 48.03.4, Landlord and
Tenant acknowledge that, in the context of Tenant’s Bankruptcy proceeding, at a
minimum "adequate assurance of future performance" shall mean that each of the
following conditions have been satisfied, and Landlord has so acknowledged in
writing that:

    

    
      


    

    
      (a)           The
assignee has submitted a current financial statement audited by a certified
public accountant which shows a net worth and working capital in amounts
reasonably determined to be sufficient by Landlord to assure the future
performance by such assignee of Tenant’s obligations under this
Lease;

    

    
      


    

    
      (b)           The
assignee, if requested by Landlord, shall have obtained and provided guarantees
in form and substance reasonably satisfactory to Landlord from one or more
persons who satisfy Landlord’s standards of creditworthiness;

    

    


    
      	
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      (c)          The
assignee has submitted in writing evidence, reasonably satisfactory to Landlord,
of substantial experience in the area of business permitted under this Lease;
and

    

    
      


    

    
      (d)          Landlord
has obtained all consents or waivers from any third party required under any
lease, mortgage, financing arrangement or other agreement by which Landlord is
bound to permit Landlord to consent to such assignment.

    

    
      


    

    
      48.03.5.  When,
pursuant to the Bankruptcy Code, the Trustee or Tenant shall be obligated to pay
reasonable use and occupancy charges for the use of the demised premises or any
portion thereof, such charges shall not be less than the Base Rent as defined in
this Lease and other of Tenant’s monetary obligations for the payment of
additional rents (i.e., operating cost and real estate tax escalations,
electricity) and similar charges.

    

    
      


    

    
      48.03.6.  Neither
Tenant’s interest in the Lease, nor any lesser interest herein, nor any estate
of Tenant’s hereby created, shall pay to any trustee, receiver, assignee for the
benefit of creditors, or any other person or entity, or otherwise by operation
of law under the laws of any state having jurisdiction of the person or Tenant’s
property (hereinafter referred to as the "state law") unless Landlord shall
consent to such transfer in writing.  No acceptance by Landlord of
rent or any other payments from any such trustee, receiver, assignee, person or
other entity shall be deemed to have waived, nor shall it waive the need to
obtain Landlord’s consent or Landlord’s right to terminate this Lease for any
transfer of Tenant’s interest under this Lease without such
consent.

    

    
      


    

    
      48.03.7.  In
the event Tenant’s estate created hereby shall be taken in execution or by other
process of law, or if Tenant or any guarantor of Tenant’s obligations hereunder
(hereinafter referred to as the "Guarantor") shall be adjudicated insolvent
pursuant to the provisions of any present or future insolvency law under state
law, or if any proceedings are filed by or against the guarantor under the
Bankruptcy Code, or any similar provisions of any future federal bankruptcy law,
or if a Receiver or Trustee of Tenant’s property or the guarantor shall be
appointed under state law by reason of Tenant’s or the Guarantor's insolvency or
if any assignment shall be made of Tenant’s or the Guarantor's interest in the
Lease for the benefit of creditors; then and in such event Landlord may, at
Landlord’s option, terminate this Lease and all of Tenant’s rights hereunder by
giving Tenant written notice of the election to so terminate within thirty (30)
days after the occurrence of such event.

    

    
      


    

    
      48.04.  As
collateral security for Tenant’s monetary obligations under this Lease, Tenant
hereby grants to the Landlord a security interest in and to all of the contents
of the demised premises, their proceeds and replacements which provided Tenant
is not in default of any of the monetary provisions of the Lease shall be
subordinate to all other debts and obligations of Tenant.  Tenant
hereby consents to Landlord executing and filing on Tenant’s behalf of all
necessary financing statements as may be required to perfect such security
interest as may be necessary under the Uniform Commercial Code.

       

      
        
          	
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      49.  Landlord
acknowledges that Tenant may request that Landlord join Tenant in executing the
Commercial Revitalization Program Application (the “Application”) for real
estate tax abatement (the “Abatement”) applicable to pre-1975 buildings in Lower
Manhattan effective October 29, 1995.  Landlord agrees to join Tenant
in executing the Application subject to Tenant’s paying all costs and expenses
to make Application, including but not limited to the filing fee, and Tenant’s
paying all other fees regarding the Abatement covering this Lease, and that
Tenant shall pursue the Abatement in a reasonable manner (and in this regard,
Tenant, and not Landlord, is fully responsible to timely submit and for the
accuracy of, the Application and all ancillary documents, and Landlord’s only
ancillary documentation), and Landlord’s only obligation in this matter shall be
to reasonably cooperate with Tenant at no cost or expense to
Landlord.  Landlord shall not be required to join Tenant in executing
the Application and all ancillary documentation if doing so would result in any
loss, cost or damage to Landlord or if the Application and all ancillary
documentation are not accurately completed.  Tenant acknowledges that
Landlord makes no representation that (i) this Lease or the demised premises
covered by this Lease is eligible for the Abatement, (ii) the Abatement covering
this Lease, if any, will be obtained (or once obtained that the Abatement will
continue in effect), and (iii) the effectiveness of this Lease and Tenant’s
obligation to pay basic annual rent, additional rent and other charges
(collectively, the “Rent”) under this Lease shall not be affected by whether or
not the Abatement covering this Lease is obtained (or once obtained the
Abatement continues in effect).  The Rent set forth in this Lease does
not reflect the Abatement, and if the Abatement covering this Lease is granted
and is in effect then the amount Landlord charges Tenant for Rent shall
accurately reflect said Abatement.  However, if and in the extent
Landlord is not required to pay real estate taxes for any reason other than the
Abatement, Landlord shall charge Tenant for Rent without Reflecting the
Abatement.  Landlord and Tenant acknowledge that an expenditure of not
less than $10.00 per square foot of the demised premises (the “Expenditure
Minimum”) must be timely made to the demised premises and/or the common areas of
the Building by Landlord and/or Tenant in order to qualify for the Abatement;
Landlord’s acknowledgment set forth above in this sentence does not require
Landlord to make any expenditure that Landlord has not otherwise agreed to make
or to consent to any improvements to be made by Tenant to which Landlord is not
otherwise required to consent, and therefore Landlord makes no representation
that the Expenditure Minimum will be timely reached for this
Lease.  The calculation of (i) the amount of the Abatement covering
this Lease, (ii) the Expenditure Minimum, and (iii) the square footage of the
demised premises for purposes of completing the Application and calculating the
Abatement covering this Lease, only shall apply the Department of Finance
calculation of the square footage of the Building and Tenant’s Proportionate
Share set forth in the Article of this Lease covering Real Estate Tax
Escalation, and Landlord and Tenant agree that the above-mentioned calculations
and square footage shall have no application except with regard to the
Abatement.  Landlord and Tenant acknowledge that the Abatement
covering this Lease may be revoked if real estate taxes or water or sewer
charges or other lienable charges on the Building are unpaid for one (1) year
(unless delinquent amounts are paid as provided for in the law covering the
Abatement).  Tenant agrees that Tenant is only entitled to the
benefits of the Abatement so long as Landlord’s actual real estate tax payments
are reduced to reflect the Abatement and therefore there shall be no reduction
in Tenant’s payment of Rent in anticipation of the Abatement or for any reason
other than the Abatement.  The additional rent due and payable under
the Article of this Lease regarding Real Estate Tax Escalation is independent of
and shall not be affected by or reflect the Abatement.

    

    
      


    

    50. The
moving into, or moving out of the Building, any oversized shipments or
deliveries, multiple use of one freight elevator or use of more than one freight
elevator, and any exclusive freight elevator usage of, by or for Tenant, at
Landlord's discretion, shall be on advance notice and involve freight elevator
use (subject to prior scheduling and availability) only on weekends and holidays
or after 4 PM on business days. Tenant shall pay Landlord's then current freight
elevator charges, including a four (4) hour minimum charge, and comply such
other rules and regulations relating to freight elevator usage as Landlord may
adopt from time to time.

    
      


    

    51.  The
total annual rental at the rates specified for the entire term is due in advance
and in full, but, as an accommodation to Tenant, Tenant is allowed to pay Annual
Base Rent in monthly installments as hereinabove provided, subject to
acceleration without further notice as provided below if this Lease is
terminated for a default of Tenant.  Anything to the contrary
contained in Article 18 notwithstanding, if there is a lease termination under
Article 17, Landlord may, at Landlord's option, forthwith be entitled to recover
from Tenant as and for liquidated damages with respect to any such lease
termination, an amount equal to the rent provided hereunder for the unexpired
portion of the term demised.  Upon the computation of such damages,
all rent payable hereunder after the date of termination, shall be discounted
from the date of termination at the rate of four (4%) percent per
annum.  In the event that the demised premises are relet after the
date of such termination and the date of the collection of the aforesaid
liquidated damages, then Landlord agrees that on the date (the "Expiry Date")
which would otherwise have been the normal expiration of this Lease but for the
termination of this Lease, Landlord shall pay to Tenant a sum equal to the
minimum rent actually paid Landlord from the date of such termination to the
Expiry Date, less any and all expenses of any type, kind or nature incurred by
Landlord in connection with the reletting of the demised premises whether
foreseen of unforeseen and whether ordinary or extraordinary as conclusively
determined by Landlord, provided, however, that such payment shall in no event
exceed the amount of liquidated damages actually paid by Tenant as
aforesaid.  The foregoing, however, shall not imply any obligation
upon Landlord to relet the demised premises in the event of any termination
pursuant to the provisions of Article 17, nor shall it constitute Landlord as
Tenant's agent with respect to any reletting of the demised
premises.  Nothing herein contained shall, however, limit or prejudice
the right of Landlord to prove for and obtain as liquidated damages by reason of
any such termination an amount equal to the maximum allowed by any statute or
rule of law in effect at the time when, and governing the proceedings in which,
such damages are to be proved, whether or not such amount be greater than, equal
to, or less that the amount referred to above. 

     

    
      
        	
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      52.  Tenant
will have no right to remain in possession of all or any part of the demised
premises after the expiration of the term. If Tenant remains in possession of
all or any part of the demised premises after the end of the term, with the
express or implied consent of Landlord: (a) such tenancy will be deemed to be a
periodic tenancy from month-to-month only; (b) such tenancy for such
month-to-month period will not constitute a renewal or extension of this Lease
for any further term other than month-to-month; (c) such tenancy may be
terminated by Landlord upon the earlier of thirty (30) days prior written notice
or the earliest date permitted by law; (d) such tenancy may be terminated by
Tenant only upon at least thirty (30) days prior written notice to Landlord with
any such termination by Tenant to be effective only as of the last day of a
month, and any surrender on any other day of the month shall not relieve Tenant
of liability through the end of the month.  In any such event, monthly
rent (the reasonable value of use and occupancy) will be increased to an amount
equal to one-twelfth (1/12th) of 150% of the sum of the Annual Base Rent plus
all additional rentals payable during last year of the term, and any other sums
due for additional rent under this Lease will be payable in the amount and at
the times specified in this Lease. Such month-to-month tenancy will be subject
to every other term, condition, and covenant contained in this Lease. Neither
the billing nor the collection of use and occupancy in the above amount shall be
deemed a waiver of any right of Landlord to collect damages for Tenant's failure
to vacate the demised premises after the expiration or sooner termination of
this Lease.  The provisions of this Article shall survive the
expiration or sooner termination of this Lease.

    

    
      


    

    
      53.  Conditional
Limitation:  In the event that twice in any twelve (12) month
period (A) a non-monetary default of the kind set forth in Article 17(1) shall
have occurred or (B) Tenant shall have defaulted in the payment of Annual Base
Rent or additional rent, or any part of either, and Landlord shall have
commenced a summary proceeding to dispossess Tenant in each such instance, then,
notwithstanding that such defaults may have been cured at any time after the
commencement of such summary proceeding, any further default by Tenant within
such twelve (12) month period shall be deemed to be a violation of a substantial
obligation of this lease by Tenant and Landlord may serve a written three (3)
days' notice of cancellation of this lease upon Tenant and, upon the expiration
of said three (3) days, this lease and the term shall end and expire as fully
and completely as if the expiration of such three (3) day period were the day
herein definitely fixed for the end and expiration of this lease and the term of
this lease and Tenant shall then quit and surrender the demised premises to
Landlord, but Tenant shall remain liable as elsewhere provided in this
lease.

    

    
      


    

    
      54.  A/C Maintenance:
Tenant shall, at its own cost and expense, operate, maintain, repair and replace
any existing air conditioning unit(s) located in and servicing the demised
premises. Such unit(s) shall be accepted by Tenant in "as is" condition and
surrendered to Landlord at the end of the term in good condition, ordinary wear
excepted.

    

    
      


    

    
      55.  Insurance: During the
term of this Lease and at all other times (if any) that Tenant has possession of
the demised premises, Tenant shall pay for and keep in force comprehensive
general liability policies with broad form endorsements and water damage legal
liability coverage against any and all liability occasioned by accident or
occurrence, such policies to be written by recognized and well-rated insurance
companies authorized to transact business in the State of New York, in the
minimum amounts of $2,000,000.00 for liability and $300,000.00 for property on a
per occurrence basis.  Tenant shall obtain "All Risk" insurance having
extended coverage for fire and other casualties for its personal property,
fixtures and equipment for the full replacement value thereof and such insurance
policies, and any other property damage policies of Tenant, shall have an
appropriate clause or endorsement whereby the insurer waives subrogation or
consents to a waiver of the right of recovery against Landlord and Landlord's
agent, and, to the extent permitted by law, Tenant hereby agrees not to make any
claim against, or seek to recover from Landlord or Landlord's agent for any loss
or damage to property of the type covered by such insurance without regard to
whether Tenant's claims exceed the coverage limits of its insurance
policies.  If the waiver and release set forth in the previous
sentence shall be prohibited by law, the liability of any party that would have
been released shall be secondary to the other's insurance.  If at any
time during the term of this Lease it appears that public liability or property
damage limits in the City of New York for premises similarly situated, due
regard being given to the use and occupancy thereof, are higher than the
foregoing limits, then Tenant shall increase the foregoing limits
accordingly.  Landlord and its agent(s), underlying lessor(s) and
mortgagee(s) shall be named as additional insureds in the aforesaid general
liability insurance policies.  All policies shall provide that
Landlord shall be afforded thirty (30) days' prior notice of cancellation of
such insurance.  Tenant shall deliver certificates of insurance
evidencing such policies prior to taking possession or the commencement of the
term of this Lease, whichever occurs first.  All premiums and charges
for the aforesaid insurance shall be paid by Tenant and if Tenant shall fail to
make such payment when due, Landlord may pay it and the amount thereof shall be
repaid to Landlord by Tenant on demand and the amount thereof may, at the option
of Landlord be added to and become a part of the additional rent payable
hereunder.  Tenant shall not violate or permit to be violated any
condition of any of said policies and Tenant shall perform and satisfy the
requirements of the companies writing such policies.  If Tenant fails
to obtain or keep in effect any insurance policy required hereunder, Landlord
may obtain it for Tenant and pay the premiums required to keep it in effect at
Tenant’s expense with the payments so made to be due and payable as additional
rent.

    

     

    
      
        	
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      56.  Miscellaneous Provisions
Relating To Landlord’s Work:

    

    
       

      
        	
              	
                A.

              	
                The
      term "building standard" or “Building Standard” means work performed in
      the manner and with the materials selected by Landlord as the standard for
      the Building subject to availability and Landlord's right to select
      equivalent alternative types, models, brands, grades, designs,
      manufacturers and suppliers from time to time as the building
      standard.  “Landlord’s Work” (defined above) shall be done in a
      building standard manner using building standard labor and
      materials.  Landlord’s Work shall be deemed to have been
      substantially completed despite the existence of incomplete minor or
      so-called punchlist items and incomplete items which can be finished
      without material unreasonable interference with Tenant, or any items which
      cannot, consistent with the dictates of sound construction practices, be
      completed until performance of work permitted or required to be done by
      Tenant. If Tenant wants Landlord to perform or supply any additional or
      non-Building Standard work or installations (“Extra Work”) over and above,
      or in lieu of Landlord’s Work to be done by Landlord described above,
      Landlord may refuse such request for Extra Work.  Any and all
      costs incurred by Tenant (or by Landlord, at Tenant's request) for the
      preparation, filing or approval of plans and specifications relating to
      Extra Work shall be paid for by Tenant without regard to whether or not
      Landlord agrees to do Extra Work.  If Tenant fails to make any
      agreed payment for Extra Work within five (5) days after it is due,
      Landlord shall have the same remedies for such non-payment as it has for
      non-payment of rent in addition to whatever other remedies are available
      to Landlord. Anything contained herein or elsewhere in this Lease to the
      contrary notwithstanding, if Landlord is delayed in substantial completion
      of Landlord’s Work or there is any increase in Landlord’s cost for
      Landlord’s Work as a result of:  (i) Landlord's performance of
      Extra Work, Tenant's request for materials, finishes, or installations
      other than Landlord's Building Standard or Tenant’s failure to make its
      selection from Landlord’s Building Standard selection; or (ii) the
      performance or completion of any work or installations by a party employed
      by Tenant, then, in such event, (a) Tenant shall be responsible for the
      increase in Landlord’s cost for Landlord’s Work, and (b) if the term
      and/or rent commencement dates of this Lease have been postponed by delays
      caused by Tenant, the obligations of Tenant to pay Annual (Monthly) Base
      Rent shall be advanced by the number of days of such
      delays.  Nothing contained herein shall relieve Tenant of its
      obligations to repair, replace and maintain as necessary anything altered
      or installed by or for Tenant as necessary to keep the same in good
      working order and condition and in compliance with laws at Tenant’s
      expense.

              


      

       

    

    
      
        	
              	
                B.

              	
                "Extra
      Work" as defined in paragraph A of this Article includes items that are an
      "Upgrade" and items that are "Additional Work" as defined
      below.  The cost to be charged for Extra Work shall be
      determined as follows:

              


      

    

    
      	
               
      

            	
              A.

            	
              "Upgrades"
      are items which represent a substitution for a Building Standard item, the
      price of which shall be based on the difference between the "Landlord's
      Cost" (defined below) for the Building Standard item and the Landlord's
      Cost for the upgrade item, when the latter exceeds the
      former.  If the Landlord's Cost for an Upgrade is less than the
      Landlord's Cost for the Building Standard item that it is being
      substituted for, there will be no charge and no credit for the
      Upgrade.

            


    

    
      	
               
      

            	
              B.

            	
              "Additional
      Work" are items representing additional items in excess of the scope of
      Landlord's Work and the Landlord's Cost for the Additional Work shall be
      the price for the Additional Work.

            


    

    
      	
               
      

            	
              C.

            	
              As
      used herein, "Landlord's Cost" means the total cost to Landlord for labor
      and materials plus 10% thereof (for Landlord's overhead) and 10% of the
      total cost plus overhead (for Landlord's
  profit).

            


    

     

    
      
        	
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      57.  Governmental
Regulations: Notwithstanding anything contained in the lease to the
contrary, if at any time during the term of this lease, Landlord expends any
sums for alterations or improvements to the Building which are required to be
made pursuant to any “Legal Requirement” (as hereinafter defined), Tenant shall
pay to Landlord, as additional rent, Tenant's Proportionate Share of such costs
within ten (10) days after demand therefor. For the purposes hereof: (i) the
cost of any alteration or improvement shall be deemed to include the cost of
labor and materials and the costs for preparing any necessary plans and the fees
for filing such plans; and (ii) the term "Legal Requirements" shall mean laws,
statutes and ordinances (including building codes and zoning regulations and
ordinances) and the orders, rules, regulations, directives and requirements of
all federal, state, county, city and borough departments, bureaus, boards,
agencies, offices, commissions and other subdivisions thereof, or of any
official thereof, or of any other governmental public or quasi-public authority,
whether now or hereafter in force, which may be applicable to the land and
improvements constituting the Building or the demised premises or any part
thereof, including the sidewalks, curbs or areas adjacent thereto and all
requirements, obligations and conditions of all instruments of
record.

    

    
      


    

    58.  This agreement shall be
a binding and enforceable contract from and after the date on which it has been
signed and delivered by both parties without regard to whether or
not the term of this lease and Tenant’s rights to occupy the demised
premises have commenced as of such date of full execution and delivery of
this instrument under the other provisions of this lease.

    
      


    

    
      59.  Limited Personal
Guaranty: It is a material inducement, consideration and condition to
Landlord entering into this Lease that the limited personal guaranty attached
hereto and made a part hereof be signed and delivered by the guarantor(s)
described therein without regard to the dates written or printed in the
documents (or the order in which the parties have signed this Lease and the
guarantor(s) have signed the limited personal guaranty), as the parties
acknowledge and agree that, anything contained in this Lease to the contrary
notwithstanding, Landlord will not deliver a fully executed original of this
Lease (signed by Landlord and Tenant) to Tenant until after Landlord has
received this Lease signed by Tenant, checks for the first month's rent and
security, and the limited personal guaranty signed by the
guarantor(s).  It shall be a condition of the surrender instrument
described in the enclosed limited personal guaranty that the security deposit of
Tenant be forfeited, without relieving Tenant of any liability.

       

      
        
          	
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    EXHIBIT
“A”

    
      The
demised premises

      Not to
scale; all dimensions approximate; subject to actual conditions.

      


      

      
         

        
          
            	
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      Exhibit
"C"

      PLAN

    

    
       

      
        
          	
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____