Exhibit 10.24


LEASE AGREEMENT


BY AND BETWEEN


CONTINENTAL INVESTORS, L.P.,

A New Jersey Limited Partnership, Lessor


- AND -


WAVE 2 WAVE COMMUNICATIONS INC.,
Lessee


DATED: February 17, 2000





TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 
	
 BASIC LEASE PROVISIONS AND DEFINITIONS

 	
  

 	
 1

 
	
  

 	
  

 	
  

 
	
 1.

 	
 DESCRIPTION

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 TERM

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 BASIC RENT

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 USE AND OCCUPANCY

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 CARE AND REPAIR OF PREMISES/ENVIRONMENTAL

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 ALTERATIONS, ADDITIONS OR IMPROVEMENTS

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 ACTIVITIES INCREASING FIRE INSURANCE RATES

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 ASSIGNMENT AND SUBLEASE

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 COMPLIANCE WITH RULES AND REGULATIONS

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 
	
 10.

 	
 DAMAGES TO BUILDING

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 
	
 11.

 	
 WAIVER OF SUBROGATION

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 
	
 12.

 	
 EMINENT DOMAIN

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 
	
 13.

 	
 INSOLVENCY OF LESSEE

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 
	
 14.

 	
 LESSOR’S REMEDIES ON DEFAULT

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 
	
 15.

 	
 DEFICIENCY

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 16.

 	
 SUBORDINATION OF LEASE

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 17.

 	
 SECURITY DEPOSIT

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 18.

 	
 RIGHT TO CURE LESSEE’S BREACH

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 
	
 19.

 	
 LIENS

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 
	
 20.

 	
 RIGHT TO INSPECT AND REPAIR

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 21.

 	
 SERVICES TO BE PROVIDED BY LESSOR

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 22.

 	
 AFTER-HOURS USE

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 23.

 	
 INTERRUPTION OF SERVICES OR USE

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 
	
 24.

 	
 ELECTRICITY

 	
  

 	
 21

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.

 	
 ADDITIONAL
 RENT

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 Operating
 Cost Escalation

 	
  

 	
 25

 
	
  

 	
 (B)

 	
 Fuel,
 Utilities and Electric Cost Escalation

 	
  

 	
 26

 
	
  

 	
 (C)

 	
 Tax
 Escalation

 	
  

 	
 26

 
	
  

 	
 (D)

 	
 Lease
 Year

 	
  

 	
 27

 
	
  

 	
 (E)

 	
 Payment

 	
  

 	
 28

 
	
  

 	
 (F)

 	
 Books
 and Records

 	
  

 	
 28

 
	
  

 	
 (G)

 	
 Right
 of Review

 	
  

 	
 29

 
	
  

 	
 (H)

 	
 Occupancy
 Adjustment

 	
  

 	
 29

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.

 	
 LESSEE’S
 ESTOPPEL

 	
  

 	
 29

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.

 	
 HOLDOVER
 TENANCY

 	
  

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.

 	
 RIGHT
 TO SHOW PREMISES

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.

 	
 LESSOR’S
 WORK - LESSEE’S DRAWINGS

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 30.

 	
 WAIVER
 OF TRIAL BY JURY

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.

 	
 LATE
 CHARGE

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 
	
 32.

 	
 INSURANCE

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 Lessee’s
 Insurance

 	
  

 	
 32

 
	
  

 	
 (B)

 	
 Lessor’s
 Insurance

 	
  

 	
 35

 
	
  

 	
 (C)

 	
 Waiver
 of Subrogation

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.

 	
 NO
 OTHER REPRESENTATIONS

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 
	
 34.

 	
 QUIET
 ENJOYMENT

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.

 	
 INDEMNITY

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 
	
 36.

 	
 RULES
 OF CONSTRUCTION/APPLICABLE LAW

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 
	
 37.

 	
 APPLICABILITY
 TO HEIRS AND ASSIGNS

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 
	
 38.

 	
 PARKING

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 
	
 39.

 	
 LESSOR’S
 EXCULPATION

 	
  

 	
 38

 
	
  

 	
  

 	
  

 	
  

 
	
 40.

 	
 COMMISSION

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 
	
 41.

 	
 RECORDATION

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 
	
 42.

 	
 NO
 OPTION

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 
	
 43.

 	
 DEFINITIONS

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 Affiliate

 	
  

 	
 39

 
	
  

 	
 (B)

 	
 Business
 Days and Building Hours

 	
  

 	
 39

 
	
  

 	
 (C)

 	
 Common
 Facilities

 	
  

 	
 39

 
	
  

 	
 (D)

 	
 Force
 Majeure

 	
  

 	
 41

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (E)

 	
 Lessee’s
 Percentage

 	
  

 	
 41

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 44.

 	
 LEASE
 COMMENCEMENT

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 
	
 45.

 	
 NOTICES

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 
	
 46.

 	
 ACCORD
 AND SATISFACTION

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 
	
 47.

 	
 EFFECT
 OF WAIVERS

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 
	
 48.

 	
 LESSOR’S
 RESERVED RIGHT

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 
	
 49.

 	
 RELOCATION
 BY LESSEE

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 
	
 50.

 	
 CORPORATE
 AUTHORITY

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 
	
 51.

 	
 NUMBER
 AND GENDER

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 
	
 52.

 	
 LESSEE
 RESTRICTION

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 
	
 53.

 	
 GOVERNMENT
 REQUIREMENTS

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 
	
 54.

 	
 YEAR
 2000 COMPLIANCE

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 
	
 55.

 	
 RENT
 CONCESSION

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 
	
 56.

 	
 ANTENNA

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 
	
 57.

 	
 LIMITATION
 OF LESSOR’S LIABILITY

 	
  

 	
 47

 



          The
following Exhibits attached to this Lease are incorporated herein and made a
part hereof:


	
  

 	
  

 	
  

 
	
  

 	
 Exhibit
 A

 	
 Premises

 
	
  

 	
 Exhibit
 A-1

 	
 Parcel

 
	
  

 	
 Exhibit
 B

 	
 Rules
 and Regulations

 
	
  

 	
 Exhibit C

 	
 Workletter

 










          LEASE,
made the 17th day of February 2000, between CONTINENTAL INVESTORS, L.P., A New
Jersey Limited Partnership, whose address is 1500 Market Street, 3000 Centre
Square West, Philadelphia, Pennsylvania 19102 (hereinafter called “Lessor”); and WAVE 2 WAVE COMMUNICATIONS INC., a Delaware
corporation, whose address is ___________________________ (hereinafter
called “Lessee”).


REFERENCE PAGE


CONTINENTAL PLAZA


BASIC LEASE PROVISIONS AND DEFINITIONS


          In addition
to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease
should have only the meanings set forth in this Section, unless such meanings
are expressly modified, limited or
expanded elsewhere herein.


          (1) Additional Rent: All sums in addition to Term Fixed Basic Rent payable by Lessee to Lessor pursuant
to the provisions of this Lease for the collection of which Lessor shall
have all the remedies as are permitted for the collection of Fixed Basic Rent.


          (2) Base Period Costs: As to the following:


	
  

 	
  

 
	
  

 	
           (A) Base Operating Costs: Those costs incurred for the Building, Complex and Parcel during
 Calendar Year 2000.

 
	
  

 	
  

 
	
  

 	
           (B)
 Base Real Estate Taxes: Those Real
 Estate Taxes assessed against the
 Building, Complex and Parcel applicable to Calendar Year 2000.

 
	
  

 	
  

 
	
  

 	
           (C)
 Base
 Utility and Energy Costs: Those costs determined by multiplying the Base Utility Rate (as Building, Complex and Parcel during Calendar
 Year 2000.

 



          (3) Base Utility Rate: The rate in effect (including fuel surcharges
and/or adjustments) on January 1, 2000.


          (4) Broker: Cushman & Wakefield of New Jersey, Inc.


          (5) Building: 433 Hackensack Avenue, Hackensack, New Jersey.


          (6) Commencement Date: February 1, 2000 and shall for purposes hereof be subject to Sections 29 and 44
hereof.


1






          (7)
Demised Premises or Premises: Approximately 3,315 gross rentable square feet on a portion of the
sixth (6th) floor as shown on Exhibit A hereto, which includes an allocable share of the Common Facilities
as defined in Subsection 43(C).


          (8)
Electric Rent Inclusion Factor: Four Thousand One Hundred Forty-Three and
75/100 ($4,143.75) Dollars per annum.


          (9)
Term Fixed Basic Rent: Five Hundred Eighty-Four Thousand Five Hundred and
80/100 ($584,500.80) Dollars for the Term, payable as follows:


                    (A)
Annual Fixed Basic Rent: One Hundred Nine Thousand Five Hundred Ninety-Three and 90/100
($109,593.90) Dollars;


                    (B)
Monthly
Fixed Basic Rent: Nine
Thousand One Hundred Thirty-Two and 83/100
($9,132.83) Dollars; all subject to further adjustment as in Subsection
24(B)(i) provided.


          (10)
Lessee’s
Percentage: (.5696) percent subject to adjustment as in
Subsection 43(E) provided.


          (11)
Parcel: Lot 5.A Block 512.A, Lot 1 Block 514 on the tax map of the City of
Hackensack; Lot 3 Block 98 on the tax map of the Borough of River Edge.


          (12)
Parking Spaces: A total of thirteen (13) spaces, nine (9) of which shall be
covered and four (4) of which shall be uncovered.


          (13)
Permitted Use: General office for executive and administrative purposes.


          (14)
Security Deposit: Fifty-Four Thousand Seven Hundred Ninety-Seven and 00/100 ($54,797.00) Dollars
by means of an unconditional irrevocable
commercial letter of credit, with an expiration
date no less than twelve (12) months from the date of issue, issued by a commercial bank
which is a member of the Federal
Reserve Bank and the Federal Deposit Insurance Corp. and otherwise reasonably
acceptable to Lessor, with the understanding that although a particular bank
may be acceptable to Lessor during a given Lease Year, such bank may no longer
be acceptable to Lessor in any
subsequent Lease Year during the Term of this Lease. The letter of credit shall be renewed on or before thirty (30)
days prior to its expiration date with a similar letter of credit, on an
ongoing basis throughout the Term, provided the Lessee is not in default at the time of such renewal. In the event of a
default, Lessor is authorized to negotiate the letter of credit and retain the cash proceeds or so much
as shall remain


 2






after curing any default for the balance of the Term as provided in this Section, and Lessee shall thereafter lose
its entitlement to post the Security
Deposit by means of a letter of credit. months from the Commencement Date unless extended pursuant to any option
contained herein.


          (15)
Term: Five (5) years four (4) months
from the Commencement Date unless
extended pursuant to any option contained herein.


          (16)
Termination Date: The
sixty-fourth (64th) month anniversary of the
Commencement Date.


 3






W I T N E S S E T H:


          For and in
consideration of the covenants herein contained, and upon the
terms and conditions herein set forth, Lessor and Lessee agree as follows:


         1.
DESCRIPTION. Lessor hereby leases to
Lessee, and Lessee hereby hires from
Lessor, the Demised Premises as defined on the Reference Page (hereinafter called “Demised Premises” or “Premises”),
as shown on the plan or plans, initialed by the parties hereto, marked Exhibit A attached hereto and made part of this
Lease in the Building as defined on the Reference Page (hereinafter called the “Building”) which is situated as part of that Complex of Buildings known as 401, 407, 411
and 433 Hackensack Avenue, Hackensack, New Jersey, also known as Continental
Plaza (hereinafter called the “Complex”), all located on that certain Parcel as defined on the Reference
Page (hereinafter called the “Parcel”),
as described on Exhibit A-1, together
with the right to use in common with other lessees of the Building, their
invitees, customers and employees, those  public areas of the Common Facilities as hereinafter defined.


          2.
TERM.
The Premises are leased for the Term
to commence on the Commencement Date,
and to end at 12:00 midnight on the Termination
Date, all as defined on the Reference Page.


          3.
BASIC
RENT. The Lessee shall pay to the
Lessor during the Term, the Term Fixed Basic Rent as defined on the Reference Page (hereinafter called the “Term Fixed Basic
Rent”), payable in such coin or
currency of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts.
The Term Fixed Basic Rent shall accrue at the Annual Fixed Basic Rent as defined on the Reference Page and shall be payable in advance on the first day of
each calendar month during the Term
in installments of Monthly Fixed Basic Rent as defined on the Reference Page, except that a proportionately lesser
sum may be paid for the first and last months of the Term of this Lease if the Term commences on a day
other than the first day of the
month, in accordance with the provisions of this Lease herein set forth. Lessor acknowledges receipt
from Lessee of the first installment of Monthly Fixed Basic Rent for the
Term, by check, subject to collection.
Lessee shall pay Fixed Basic Rent and any Additional Rent as hereinafter
provided, to Lessor at Lessor’s above
stated address, or at such other place as Lessor may designate in writing,
without demand and without counterclaim,
deduction or setoff. The aforesaid Fixed Basic Rent shall be subject to adjustment as in Section 24 provided. As used in this Lease, Fixed Basic Rent shall
mean either Term Fixed Basic Rent,
Annual Fixed Basic Rent or Monthly Fixed Basic Rent, as appropriate.


4






          4.
USE AND OCCUPANCY. Lessee shall use
and occupy the Premises for the
Permitted Use as defined on the Reference Page and for no other purpose.
Notwithstanding anything to the contrary contained in this Lease, Lessee, in
the use and occupancy of the Premises and
in the prosecution and conduct of any business thereon, shall comply
with all requirements of all laws, orders, ordinances, rules and regulations of
the Federal, State, county and municipal
authorities and with any direction or certificate of occupancy issued
pursuant to any law of or by any public
officer or officers. Lessee covenants that it will not use or permit to be used any part of the Premises
for any unlawful purpose or for any
dangerous, noxious or offensive trade or business and will not cause or
maintain any nuisance in, at or on the Premises.


          5.
CARE
AND REPAIR OF PREMISES/ENVIRONMENTAL. (A)
Lessee covenants to commit no act of
waste and to take good care of the Premises
and the fixtures and appurtenances thereon, and shall, in the use and occupancy of the Premises, comply
with all present and future laws, orders and regulations of the Federal, State
and municipal governments or any of their departments affecting the Premises and with any and all environmental
requirements resulting from the
Lessee’s use of the Premises; this covenant to survive the expiration or sooner termination of the Lease. Lessor shall, at Lessee’s expense, make all
necessary repairs to the Premises.
Lessor shall make all necessary repairs to the Common Facilities and to the parking areas, if any, the same to be included as an Operating Cost pursuant to
Section 25 herein, except where the repair has been made necessary by
misuse or neglect by Lessee or Lessee’s agents, servants, visitors or licensees, in which event Lessor shall
nevertheless make the repair but Lessee shall pay to Lessor, as
Additional Rent, immediately upon demand,
the costs therefor (net of any insurance proceeds which Lessor may receive on account of such repair). Lessor shall comply with all present and future
laws, orders and regulations of the
federal, state and municipal governments or any of their departments affecting the Common Facilities, the same to be included as an Operating Cost, except
where the need for such compliance has been made necessary by the specific
manner of Lessee’s use, in which case Lessor shall effect the compliance but Lessee shall pay to Lessor, as
Additional Rent, immediately upon
demand, the costs thereof. All improvements made by Lessee to the
Premises, which are so attached to the Premises
that they cannot be removed without material injury to the Premises, shall become the property of Lessor
upon installation. Not later than the
last day of the Term, Lessee shall,
at Lessee’s expense, remove all Lessee’s personal property and those
improvements made by Lessee which have not become the property of Lessor, including trade fixtures (other than built-in cabinetwork), movable paneling partitions,
electrical, telephone, computer and antenna wiring, cabling and related
conduit, connection boxes, switches and
outlets installed in the ceilings,


5






floors and walls of the Demised Premises and the like; repair all injury done by or in connection with the
installation or removal of said property, improvements, wiring and the
like; cap or terminate all electrical and telephone connections at service entry panels as required by law; and
surrender the Premises in as good condition as they were at the
beginning of the Term, reasonable wear and damage by fire, the elements,
casualty, or other cause not due to the
misuse or neglect by Lessee, Lessee’s agents,
servants, visitors or licensees excepted. All other property of Lessee remaining on the Premises after
the last day of the Term of this
Lease shall be conclusively deemed abandoned and may be removed by
Lessor, and Lessee shall reimburse Lessor for
the cost of such removal. Lessor may have any such property stored at Lessee’s
risk and expense.


                    (B)
Lessee acknowledges the existence of environmental laws, rules
and regulations, including but not limited to the provisions of ISRA, as hereinafter defined. Lessee shall comply with any and all such laws, rules and regulations.
Lessee represents to Lessor that
Lessee’s Standard Industrial Classification
(SIC) Number as designated in the Standard Industrial Classifications
Manual prepared by the Office of Management
and Budget in the Executive Office of the President of the United States
will not subject the Demised Premises to ISRA applicability.
Any change by Lessee to an operation with an SIC Number subject to ISRA shall require Lessor’s written consent. Any such proposed change shall be sent in writing
to Lessor sixty (60) days prior to the
proposed change. Lessor, at its sole option,
may deny consent.


                    (C)
Lessee hereby agrees to execute such documents as Lessor reasonably deems necessary and to make such
applications as Lessor reasonably requires to assure compliance with
ISRA. Lessee shall bear all costs and expenses incurred by Lessor associated
with any required ISRA compliance resulting from Lessee’s use of the Demised Premises including but not limited to State
agency fees, engineering fees, clean-up costs, filing fees and suretyship
expenses. As used in this Lease, ISRA compliance shall include applications for determinations of nonapplicability by the appropriate governmental authority. The
foregoing undertaking shall survive
the termination or sooner expiration of the Lease and surrender of the
Demised Premises and shall also survive sale, or lease or assignment of the
Demised Premises by Lessor. Lessee agrees to indemnify and hold Lessor harmless
from any violation of ISRA occasioned by
Lessee’s use of the Demised Premises. The Lessee shall immediately
provide the Lessor with copies of all
correspondence, reports, notices, orders, findings, declarations and
other materials pertinent to the Lessee’s compliance
and the requirements of the New Jersey Department of Environmental
Protection (“NJDEP”) under ISRA as they are issued or received by the Lessee.


6






                    (D)
Lessee agrees not to generate, store, manufacture, refine, transport, treat, dispose of, or
otherwise permit to be present on or
about the Demised Premises, any Hazardous Substances. As used herein, Hazardous Substances shall be defined
as any “hazardous chemical,” “hazardous substance” or similar term as defined
in the Comprehensive Environmental Responsibility
Compensation and Liability Act, as amended (42 U.S.C. 9601, et seq.),
the New Jersey Environmental Cleanup Responsibility Act, as amended, N.J.S.A.
13:1K-6 et seq.
and/or the Industrial Site Recovery Act
(“ISRA”), the New Jersey Spill Compensation
and Control Act, as amended, N.J.S.A. 58:10-23.11b, et seq.,
any rules or regulations promulgated thereunder, or in any other applicable Federal, State or local law, rule or regulation dealing with environmental protection.
It is understood and agreed that the provisions contained in this
Section shall be applicable notwithstanding the fact that any substance shall not be deemed to be a Hazardous
Substance at the time of its use by the Lessee but shall thereafter be
deemed to be a Hazardous Substance.


                    (E)
In the event Lessee fails to comply with ISRA as stated in this Section or any other governmental
law as of the termination or sooner expiration of the Lease and as a
consequence thereof Lessor is unable to rent the Demised Premises, then the Lessor shall treat the Lessee
as one who has not removed at the end of its Term, and thereupon be entitled to
all remedies against the Lessee
provided by law in that situation including
a monthly rental of two hundred (200%) percent of the installment of Monthly Fixed Basic Rent for the
last month of the Term of this Lease or any renewal term, payable in advance on
the first day of each month, until
such time as Lessee provides Lessor with a negative declaration or
confirmation that any required clean-up plan
has been successfully completed.


                    (F)
Lessee agrees that Lessee, its agents and contractors, licensees, or invitees
shall not handle, use, manufacture, store or dispose of any Hazardous
Substances on, under, or about the Premises, without Lessor’s prior written consent (which consent may be given or withheld
in Lessor’s sole discretion), provided that Lessee may handle, store,
use or dispose of products containing small
quantities of Hazardous Substances,
which products are of a type customarily found in offices and households
(such as aerosol cans containing insecticides,
toner for copies, paints, paint remover, and the like), and provided further that Lessee shall handle, store, use and dispose of any such Hazardous Substances in a
safe and lawful manner and shall not
allow such Hazardous Substances to contaminate
the Premises or the environment.


                    (G)
Without limiting the above, Lessee agrees to reimburse, defend, indemnify and
hold harmless the Lessor and each mortgagee
of the Demised Premises from and against any and


7






all
liabilities, damages, claims, losses, judgments, causes of action, costs and expenses, including without
limitation, loss of rental income, loss due to business interruption,
and the reasonable fees and expenses of
counsel which may be incurred by the Lessor or any such mortgagee or threatened
against the Lessor or such mortgagee,
arising out of or in any way connected with the use, manufacture, storage or disposal of Hazardous Substances by Lessee, its agents or contractors on, under or
about the Premises including, without
limitation, the costs of any required or necessary investigation, repair,
cleanup or detoxification, and the
preparation of any closure or other required plans in connection herewith,
whether voluntary or compelled by governmental authority, or any breach by
Lessee of the undertakings set forth in this
Section. The indemnity obligations of Lessee under this clause shall
survive any termination or expiration of the
Lease.


                    (H)
Notwithstanding anything set forth in this Lease, Lessee shall only be responsible for
contamination of Hazardous Substances
or any cleanup resulting directly therefrom, resulting directly from matters occurring or Hazardous
Substances deposited (other than by
contractors, agents or representatives controlled by Lessor) during the
Lease Term, and any other period of time during
which Lessee is in actual or constructive occupancy of the Premises. Lessee shall take reasonable precautions
to prevent the contamination of the
Premises with Hazardous Substances by third parties.


                    (I)
It shall not be unreasonable
for Lessor to withhold its consent to any proposed assignment or
sublease if (i) the proposed assignee’s or
sublessee’s anticipated use of the Premises involves the generation,
storage, use, treatment or disposal of Hazardous Substances; (ii) the proposed
assignee or sublessee has been required by any prior landlord, lender or
governmental authority to take remedial action in connection with  Hazardous Substances contaminating a property if
the contamination resulted from such
assignee’s or sublessee’s actions or
use of the property in question; or (iii) the proposed assignee or
sublessee is subject to an enforcement order issued by any governmental
authority in connection with the use,  disposal, or storage of a Hazardous
Substance.


          6.
ALTERATIONS, ADDITIONS OR IMPROVEMENTS. Lessee shall not, without first
obtaining the written consent of Lessor, make Premises.


          7.
ACTIVITIES
INCREASING FIRE INSURANCE RATES. Lessee
shall not do or suffer anything to be
done on the Premises which will
increase the rate of fire insurance on the Building.


8






          8.
ASSIGNMENT AND SUBLEASE. Lessee may
not mortgage, pledge, hypothecate, assign, transfer, sublet or otherwise
deal with this Lease or the Premises in any
manner except as specifically provided for in this Section 8: 


	
  

 	
  

 
	
  

 	
           (A)
 In the event that the Lessee desires to sublease
 or assign the Premises or sublease all or any portion of the Premises
 to any other party, the terms and
 conditions of such sublease or assignment and the identity of the sublessee or assignee, provided
 all by means of an executed
 agreement conditioned on Lessor’s approval,
 shall be communicated to the Lessor in writing not less than thirty
 (30) days prior to the effective date of
 any such sublease or assignment, and, prior to such effective date, the
 Lessor shall have the option, exercisable in writing to the Lessee
 within twenty (20) days following Lessor’s
 receipt of the above-referenced agreement, to recapture the within Lease so that such prospective sublessee or
 assignee shall then become the sole lessee of Lessor hereunder  or alternatively to recapture said space and
 the within Lessee shall be fully
 released from any and all obligations
 hereunder.

 
	
  

 	
  

 
	
  

 	
           (B)
 In the event that the Lessor elects not to recapture
 the Lease or part thereof as the case may be in accordance with (A)
 above, the Lessee may nevertheless assign
 this Lease or sublet the whole or any
 portion of the Premises so offered to Lessor, subject to the Lessor’s prior written consent, which consent shall not be unreasonably withheld, and
 subject to the consent of any mortgagee, trust deed holder or ground lessor, on the basis of the terms and
 conditions enumerated herein in this Subsection 8(B). However, Lessor shall not be deemed unreasonable if it
 refuses to consent to any proposed
 sublease or an assignment of the
 Lease to a tenant, subtenant or other occupant of the Building or
 Complex (or to a subsidiary or affiliate),
 or if, in the reasonable judgment of Lessor,
 the business of such proposed subtenant or assignee is not compatible
 with the type of occupancy of the
 Building, violates any exclusive granted to any other tenant in the Building, or such business
 will create substantial increased use of the Common Facilities of the Parcel and/or Building or if
 the proposed sublease or assignment
 is to any State, Federal or municipal agency or bureau.

 






	
  

 	
  

 
	
  

 	
                     (1)
 The Lessee shall provide to the Lessor the name and address of the assignee or sublessee, and copies of financial reports and other relevant

 



9









	
  

 	
  

 
	
  

 	
 financial information of
 the assignee or sublessee reasonably
 required by Lessor.

 
	
  

 	
  

 
	
  

 	
                     (2)
 The assignee or sublessee shall assume, by written instrument, all of the obligations of
 this Lease, and a copy of such
 assumption agreement shall be furnished to
 the Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee’s rights against the Lessor
 shall be no greater than those of
 the Lessee.

 
	
  

 	
  

 
	
  

 	
                     (3)
 The
 Lessee and each assignee shall be and remain liable for the observance of all
 the covenants
 and provisions of this Lease, including, but not limited to, the payment of
 Term Fixed Basic Rent and Additional Rent reserved herein as and when required to be paid, through the entire
 Term of this Lease, as the same may be
 renewed, extended or otherwise modified.

 
	
  

 	
  

 
	
  

 	
                     (4)
 The
 Lessee and any assignee shall promptly pay to Lessor any consideration received for any assignment or all of the rent (Fixed
 Basic and Additional), and any other
 consideration payable by the subtenant
 to Lessee under or in connection with the sublease (including, but not limited to, sums paid for the sale
 or rental of Lessee’s fixtures, leasehold improvements,
 equipment, furniture, or other personal property unless said sums are reasonable, bona fide payments made
 solely for the sale or rental of said items
 and not in lieu of rent or other consideration for the assignment or sublet, all as reasonably determined by Lessor), as and when received, in
 excess of the Term Fixed Basic Rent
 and Additional Rent required to be
 paid by Lessee for the period affected by said assignment or sublease for the
 area sublet, computed on the basis
 of an average square foot rent for
 the gross square footage Lessee has leased.

 
	
  

 	
  

 
	
  

 	
                     (5)
 In any event, the acceptance by the Lessor of any rent (Fixed Basic and Additional)
 from the
 assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of
 the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee
 assuming this Lease, from any and all of the obligations herein during and for the
 entire Term of this Lease.

 
	
  

 	
  

 
	
  

 	
                     (6)
 Lessor shall require a Five Hundred and 00/100 ($500.00) Dollar payment to cover its
 handling

 



10









	
  

 	
  

 
	
  

 	
 charges for each request for consent to any sublet or assignment prior to its consideration of the
 same.

 
	
  

 	
  

 
	
  

 	
                     (7)
 Lessee shall have no claim, and
 hereby waives the right to any
 claim, against Lessor for money damages
 by reason of any refusal, withholding or delaying by Lessor of any
 consent, and in such event, Lessee’s only
 remedies therefor shall be an action for specific performance,
 injunction or declaratory judgment to
 enforce any such requirement.

 






	
  

 	
  

 
	
  

 	
           (C) Any
 sublet or assignment to an “Affiliate” as hereinafter defined
 shall not be subject to the provisions of
 Subsections 8(A), 8(B)(4) or 8(B) (6) hereof and shall not require Lessor’s prior written consent, but all other provisions of this
 Section shall apply.

 
	
  

 	
  

 
	
  

 	
           (D) In the event that any or all of Lessee’s interest in the Premises and/or this Lease is
 transferred by operation of law to any trustee, receiver, or other representative or agent of
 Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee’s interest in
 the Premises and/or this Lease is
 offered or to be offered by Lessee or any trustee, receiver, or other
 representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the “Grantor”), for assignment,
 conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such
 transaction being hereinafter
 referred to as a “Disposition”), it is
 agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise
 acquire, the same upon the same terms and conditions as the Grantor
 thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition
 the Grantor shall give written notice to Lessor
 in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the
 same but prior to accepting the
 same, and Grantor shall not make the Disposition until and unless
 Lessor has failed or refused to accept
 such right of first refusal as to the Disposition, as set forth herein.

 
	
  

 	
  

 
	
  

 	
           Lessor
 shall have sixty (60) days next following
 its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee’s
 interest by such Disposition, and the exercise of the option by Lessor shall be effected by notice to that
 effect sent to the Grantor; but nothing herein

 



11









	
  

 	
  

 
	
  

 	
 shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of
 any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to
 submit other offers hereunder to Lessor. In the event Lessor accepts
 such offer of first refusal, the transaction shall be consummated pursuant to
 the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such
 offer of first refusal, Grantor may
 consummate the Disposition with such other person, firm, or entity;
 but any decrease in price of more than
 two (2%) percent of the price sought from Lessor or any change in the terms
 of payment for such Disposition shall constitute a new transaction
 requiring a further option of first refusal to
 be given to Lessor hereunder.

 
	
  

 	
  

 
	
  

 	
           (E) Without
 limiting any of the provisions of Sections 13 and 14, if
 pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted
 having the same general purpose), or if
 pursuant to any State insolvency
 or bankruptcy law, Lessee is permitted to assign this Lease, notwithstanding the restrictions contained in this Lease, adequate assurance of
 future performance by an assignee expressly permitted under such code or law shall be deemed to mean the
 deposit of cash security in an
 amount equal to the sum of one (1) year’s
 Annual Fixed Basic Rent and Additional Rent for the next succeeding
 twelve (12) months (which Additional Rent shall be reasonably estimated by Lessor), which deposit shall be held by Lessor
 for the balance of the Term, without interest, as Additional Security Deposit, as hereinafter defined, for
 the full performance of all of
 Lessee’s obligations under this Lease, to be held and applied in the
 manner specified for the Security Deposit
 in Section 17 hereof.

 
	
  

 	
  

 
	
  

 	
           (F) The sale or transfer of stock control, if Lessee be a corporation, shall be deemed an
 assignment of this Lease unless: (a)
 it involves the sale or issuance
 of securities registered under the Securities Act of 1933, as amended,
 (b) it is made amongst the existing
 stockholders of Lessee, or (c) it results from the death of a stockholder of Lessee.

 
	
  

 	
  

 
	
  

 	
           (G) Except as specifically set forth above, no portion of the Demised Premises or of Lessee’s
 interest in this Lease may be acquired by any other person or entity, whether by assignment, mortgage,
 sublease, transfer, operation of
 law or act of the Lessee, nor shall
 Lessee pledge its interest in this Lease or in any Security Deposit required hereunder.

 



12









	
  

 	
  

 
	
  

 	
           (H)
 If Lessee is a corporation other than a corporation whose stock is listed and traded on a
 nationally
 recognized stock exchange, the provisions of this Subsection 8(H) shall apply to a transfer
 (however accomplished,
 whether in a single transaction or in a series of related or unrelated transactions) of
 stock [or
 any other mechanism such as, by way of example, the issuance of additional
 stock, a stock voting agreement or change in class(es) of stock] which results in a
 change of control of Lessee as if such transfer of stock (or other
 mechanism) which results in a change of control of Lessee were an assignment of this
 Lease, and if
 Lessee is a partnership or joint venture, said provisions shall apply with
 respect to a transfer (by one or more transfers) of an interest in the distributions of
 profits and losses of such partnership or joint venture (or other mechanism, such as, by
 way of
 example, the creation of additional general partnership or limited
 partnership interests) which results in a change of control of such a partnership or
 joint
 venture as if such transfer of an interest in the distributions of
 profits and losses of such partnership or joint venture which results in a change of
 control of such partnership or joint venture were an assignment of this
 Lease; but said provisions shall not apply to transactions with a corporation into or with
 which Lessee is merged or
 consolidated or to which all or substantially
 all of Lessee’s assets are transferred or to any corporation which controls or is controlled by Lessee or is
 under common control with Lessee, provided that in the event of such merger,
 consolidation or transfer of all or
 substantially all of Lessee’s assets, (i) the successor to Lessee has
 a net worth computed in accordance with
 generally accepted accounting principles at least equal to the greater of (a) the net worth of
 Lessee immediately prior to such merger, consolidation or transfer or (b) the net worth of Lessee herein named
 on the date of this Lease, and (ii) proof satisfactory to Lessor of such net worth
 shall have been delivered to Lessor at least ten (10) days prior to the
 effective date of any such transaction.

 



          9.
COMPLIANCE WITH RULES AND REGULATIONS. Lessee shall observe and comply with the Rules and Regulations hereinafter set forth in Exhibit B attached hereto and made a part
hereof and with such further
reasonable Rules and Regulations as Lessor may prescribe, on notice to the Lessee, for the safety, care and cleanliness of the Building and the comfort, quiet
and convenience of other occupants of
the Building.


13






          10.
DAMAGES TO BUILDING. If the Building is
damaged by fire
or any other cause to such extent that the cost of restoration, as reasonably
estimated by Lessor, will equal or exceed twenty-five (25%) percent of the replacement value
of the Building
(exclusive of foundations) just prior to the occurrence of the damage, then
Lessor may, no later than the sixtieth (60th) day following the damage, give Lessee a notice of
election to terminate
this Lease, or if the cost of restoration will equal or exceed fifty (50%)
percent of such replacement value and if the Premises shall not be reasonably usable for the
purpose for which they are leased hereunder, then Lessee may, no later than the sixtieth (60th) day
following the damage, give Lessor a notice of election to terminate this Lease. In either said
event of election,
this Lease shall be deemed to terminate on the thirtieth (30th) day after the giving of said
notice, and Lessee shall surrender possession of the Premises within a reasonable time thereafter; and the
Term Fixed Basic Rent and any Additional Rent shall be apportioned as of the date of said
surrender, and any Term Fixed Basic Rent or Additional Rent paid for any period beyond the latter of the
thirtieth (30th) day after said notice, or the date Lessee surrenders possession, shall be
repaid to Lessee.
If the cost of restoration shall not entitle Lessor to terminate this Lease or
if, despite the cost, Lessor does not elect to terminate this Lease, Lessor shall
restore the Building and the Premises with reasonable promptness, subject to Force Majeure, as hereinafter
defined, and except as stated above, Lessee shall have no right to terminate this
Lease. Lessor need not restore fixtures and improvements owned by Lessee.


                    Except
as provided in Section 5 hereof, notwithstanding the provisions of this
Section or any other provision of this Lease, Lessor shall not have any obligation
whatsoever to repair, reconstruct, or restore the Premises when the damages resulting from any casualty
covered by the provisions of this Section occur during the last twelve (12)
months of the Term or any extension thereof.


                    In
any case in which use of the Premises is affected by any damage to the
Building, there shall be either an abatement or an equitable reduction in Term Fixed Basic Rent and
an equitable reduction in the Base Period Costs as established in Section 25
depending on the period for which and the extent to which the Premises are not
reasonably usable for the purpose for which they are leased hereunder. The words “restoration” and
“restore” as used
in this Section 10 shall include repairs. If the damage results from the fault
of the Lessee, or Lessee’s agents, servants, visitors or licensees, Lessee shall not be
entitled to any
abatement or reduction in Term Fixed Basic Rent or Additional Rent, except to the
extent of any rent insurance received by Lessor.


14






          11.
WAIVER OF SUBROGATION. Except as
provided in Section 5 hereof,
notwithstanding the provisions of this Section or any other provision of this Lease, in the event of any
loss or damage to the Building, the Premises and/or any contents (herein
“property damage”), each party waives all
claims against the other for any such loss or damage and each party shall look
only to any insurance which it has
obtained to protect against such loss (or in the case of Lessee, waives
all claims against any tenant of the
Building that has similarly waived claims against such Lessee), and each party shall obtain, for
each policy of such insurance, provisions waiving any claim against the
other party [and against any other tenant(s)
in the Building that has waived subrogation against the Lessee] for loss or
damage within the scope of such insurance. 


          12. EMINENT DOMAIN. If
Lessee’s use of the Premises is materially
affected due to the taking by eminent domain of (a) the Premises or any part
thereof or any estate therein; or (b) any
other part of the Building; then, in either event, this Lease shall terminate on the date when title vests
pursuant to such taking. The Term Fixed Basic Rent and any Additional
Rent shall be apportioned as of said
termination date and any Term Fixed Basic
Rent or Additional Rent paid for any period beyond said date shall be
repaid to Lessee. Lessee shall not be entitled to any part of the award for
such taking or any payment in lieu thereof,
but Lessee may file a separate claim for any taking of fixtures and improvements owned by Lessee which
have not become the Lessor’s
property, and for moving expenses, provided the same shall in no way
affect or diminish Lessor’s award. In the event of a partial taking which does
not effect a termination of this Lease but
does deprive Lessee of the use of a portion of the Demised Premises,
there shall either be an abatement or an equitable
reduction of the Term Fixed Basic Rent, and an equitable adjustment reducing the Base Period Costs depending on the period for which and the extent to which the
Premises so taken are not reasonably
usable for the purpose for which they are leased hereunder.


          13.
INSOLVENCY
OF LESSEE. Either (a) the appointment
of a receiver to take possession of
all or substantially all of the assets of Lessee, or (b) a general assignment
by Lessee for the benefit of
creditors, or (c) any action taken or suffered by Lessee under any insolvency or bankruptcy act,
shall constitute a default of this
Lease by Lessee, and Lessor may terminate this Lease forthwith and upon notice
of such termination Lessee’s right to
possession of the Demised Premises shall cease, and Lessee shall then quit and surrender the Premises
to Lessor but Lessee shall remain
liable as hereinafter provided in Section 14 hereof.


          14.
LESSOR’S
REMEDIES ON DEFAULT. If Lessee
defaults in the payment of Term Fixed
Basic Rent or any Additional Rent, or


15






defaults in
the performance of any of the other covenants and conditions hereof or permits
the Premises to become deserted, abandoned
or vacated, or defaults in the performance of any other lease held by
Lessee or its Affiliates from Lessor or from any landlord in which Lessor’s principals have at least a twenty-five (250)
percent interest, Lessor may give Lessee notice of such default, and if Lessee does not cure any Term Fixed Basic Rent or Additional
Rent default within five (5) days of the giving of such notice or other default
within fifteen (15) days after giving of
such notice [or if such other default is of such nature that it cannot be completely cured within such
period, if Lessee does not commence such curing within such fifteen (15)
days and thereafter proceed with reasonable
diligence and in good faith to cure such default], then Lessor may
terminate this Lease on not less than ten
(10) days’ notice to Lessee, and on the date specified in said notice,
Lessee’s right to possession of the Demised Premises shall cease, and Lessee
shall then quit and surrender the Premises
to Lessor, but Lessee shall remain liable as hereinafter provided. If this Lease shall have been so terminated by Lessor pursuant to Sections 13 or 14
hereof, Lessor may at any time
thereafter resume possession of the Premises by any lawful means and
remove Lessee or other occupants and their effects.


          15. DEFICIENCY. In any case where Lessor has recovered possession of the Premises by reason of Lessee’s
default, Lessor may, at Lessor’s
option, occupy the Premises or cause the Premises to be redecorated, altered, divided, consolidated with other
adjoining premises, or otherwise changed or prepared for reletting, and may relet the Premises or any part
thereof as agent of Lessee or
otherwise, for a term or terms to expire prior to, at the same time as, or subsequent to, the original expiration date of this Lease, at Lessor’s option,
and receive Term Fixed Basic Rent and
Additional Rent therefor. Term Fixed Basic
Rent or Additional Rent so received shall be applied first to the
payment of such expenses as Lessor may have incurred in connection with the recovery of possession, redecorating, altering, dividing, consolidating with other
adjoining premises, or otherwise
changing or preparing for reletting, and the reletting, including brokerage and reasonable attorney’s fees, and
then to the payment of damages in amounts equal to the Term Fixed Basic Rent and Additional Rent hereunder and
to the costs and expenses of performance of the other covenants of
Lessee as herein provided. Lessee agrees, in any such case, whether or not
Lessor has relet, to pay to Lessor damages equal to the Term Fixed Basic Rent and Additional Rent and other
sums herein agreed to be paid by
Lessee, as and when due, less the net proceeds of the reletting, if any, as ascertained from time to
time, as of the due date, and the
same shall be payable by Lessee on the several rent days above
specified. Lessee shall not be entitled to
any surplus accruing as a result of any such reletting, nor shall any surplus be applied to offset the damages
referred to in


16






the preceding
sentence. In reletting the Premises as aforesaid, Lessor may grant rent concessions, and Lessee shall not be credited
therewith. No such reletting shall constitute a surrender and acceptance or be
deemed evidence thereof. If Lessor elects, pursuant hereto, actually to occupy
and use the Premises or any part thereof
during any part of the balance of the Term as originally fixed or since
extended, there shall be allowed against
Lessee’s obligation for Term Fixed Basic Rent and Additional Rent or
damages as herein defined, during the period of
Lessor’s occupancy, the reasonable value of such occupancy, not to
exceed in any event the Term Fixed Basic Rent and Additional Rent herein reserved and such occupancy shall not be construed
as a release of Lessee’s liability hereunder. Alternatively,
in any case where Lessor has recovered possession of the Premises by reason of
Lessee’s default, Lessor may at Lessor’s
option, and at any time thereafter, and without notice or other action by Lessor, and without prejudice
to any other rights or remedies it
might have hereunder or at law or equity, become entitled to recover
from Lessee, as damages for such breach, in addition to such other sums herein
agreed to be paid by Lessee, to the date of
re-entry, expiration and/or dispossess, an amount equal to the difference between the Term Fixed Basic Rent and the Additional Rent reserved in this
Lease from the date of such default to the date of expiration of the
original Term demised and the then fair and
reasonable rental value (inclusive of
Additional Rent and Term Fixed Basic Rent) of the Premises for the same
period. Said damages shall become due and payable to Lessor immediately upon
such breach of this Lease and without regard
to whether this Lease be terminated or not, and if this Lease is terminated, without regard to the manner
in which it is terminated. In the
computation of such damages, the difference between any installments of
rent (Fixed Basic and Additional) thereafter
becoming due, and fair and reasonable rental value of the Premises (inclusive of the same rent
components) for the period for which such installment was payable shall be
discounted to the date of such default at the rate of not more than four
(4%) percent per annum.


                    Lessee
hereby waives all right of redemption to which Lessee or any
person under Lessee might be entitled by any law now or hereafter in force. In addition, in the event of a default which results in the Lessor recovering
possession of the Premises, Lessor shall be under no duty to mitigate
Lessor’s damages as provided for in this
Section 15.


                    Lessor’s
remedies hereunder are in addition to any remedy allowed by law.


                    Lessee
agrees to pay, as Additional Rent, all attorney’s
fees and other expenses incurred by the Lessor in enforcing any of the obligations under this Lease,
this covenant to survive the
expiration or sooner termination of this Lease.


17





          16.
SUBORDINATION OF LEASE. This Lease and
any option contained herein shall, at
Lessor’s option, or at the option of any
holder of any underlying lease or holder of any first mortgage or first
deed of trust, be subject and subordinate to any
such underlying leases and to any such first mortgage and/or first trust
deed which may now or hereafter affect the real property of which the Premises
form a part, and also to all renewals,
modifications, consolidations and replacements of said underlying leases and said first mortgage and
first trust deed. Although no instrument or act on the part of Lessee
shall be necessary to effectuate such
subordination, Lessee will, nevertheless, execute and deliver such
further instruments confirming such
subordination of this Lease as may be desired by the holders of said first mortgage and first trust deed or by any of the lessors under such underlying leases. Lessee
hereby appoints Lessor attorney-in-fact, irrevocably, to execute and
deliver any such instrument for Lessee. If any underlying lease to which this Lease is subject terminates, Lessee
shall, on timely request, attorn to
the owner of the reversion.


          17.
SECURITY
DEPOSIT. Lessee shall deposit with
Lessor on the signing of this Lease
the Security Deposit as defined on the Reference Page for the full and faithful
performance of Lessee’s obligations under this Lease, including without
limitation, the surrender of possession of the Premises to Lessor as herein provided. If Lessor applies any part of said
deposit to cure any default of
Lessee, Lessee shall on demand deposit with Lessor the amount so applied
so that Lessor shall have the full deposit on hand at all times during the Term
of this Lease. In the event of a bona fide
sale, subject to this Lease, Lessor shall have the right to transfer the
Security Deposit to the vendee and Lessor shall be considered released by Lessee from all liability for the return of such Security Deposit; and Lessee agrees
to look solely to the new lessor for
the return of the said Security Deposit, and it is agreed that this
shall apply to every transfer or assignment made of the Security Deposit to a
new lessor. The Security Deposit (less any portions thereof used, applied or
retained by Lessor in accordance with the provisions of this Section 17), shall be returned to Lessee after the
expiration or sooner termination of this Lease without the fault of the Lessee and after delivery of the entire Premises to
Lessor in accordance with the provisions of this Lease. Lessee covenants
that it will not assign or encumber or
attempt to assign or encumber the Security
Deposit and Lessor shall not be bound by any such assignment, encumbrance or attempt thereof.


18





                    In
the event of the insolvency of Lessee or in the event of the entry of a judgment declaring Lessee
insolvent or bankrupt in any court
which is not discharged within thirty (30) days after entry, or in the
event a petition is filed by or against Lessee under any chapter of the
bankruptcy laws of the State of New Jersey
or the United States of America, then and in such event Lessor may
require the Lessee to deposit additional security
in the amount specified in Subsection 8(E) (hereinafter called the
“Additional Security Deposit”) to adequately assure Lessee’s performance of all
of its obligations under this Lease including all payments subsequently
accruing. Failure of Lessee to deposit the
Additional Security Deposit pursuant thereto within ten (10) days after
Lessor’s written demand shall constitute a
default by Lessee.


          18.
RIGHT TO CURE LESSEE’S BREACH. If Lessee breaches any covenant or condition of this
Lease, Lessor may, on reasonable notice to
Lessee (except that no notice need be given in case of emergency), cure
such breach at the expense of Lessee and the reasonable
amount of all expenses, including attorneys’ fees, incurred by Lessor in
so doing (whether paid by Lessor or not) shall
be deemed Additional Rent payable on demand, with interest at two (20) percent per annum over the prime
lending rate announced as such by
Chase Manhattan Bank to its most creditworthy customers or the highest rate
permitted by law, whichever is lower.


          19.
LIENS.
Lessee shall not do any act, or make
any contract, which may create or be
the foundation for any lien or other encumbrance upon any interest of
Lessor or any ground or underlying lessor
in any portion of the Premises. If, because of any act or omission (or alleged
act or omission) of Lessee, any Construction Lien Claim or other lien
(collectively “Lien”), charge, or order for the payment of money or other
encumbrance shall be filed against Lessor and/or any ground or underlying
lessor and/or any portion of the Premises (whether or not such Lien, charge,
order, or encumbrance is valid or enforceable as such), Lessee shall, at its
own cost and expense, cause same to be
discharged of record or bonded within fifteen (15) days after the filing
thereof; and Lessee shall indemnify and save harmless Lessor and all
ground and underlying lessor(s) against and from all costs, liabilities, suits, penalties, claims, and demands, including
reasonable counsel fees, resulting therefrom. If Lessee fails to comply with the foregoing provisions, Lessor shall have the option of discharging or bonding
any such Lien, charge, order, or encumbrance, and Lessee agrees to reimburse Lessor
for all costs, expenses and other sums of money in connection therewith (as additional rental) with interest at the maximum rate permitted by law promptly upon demand.
All materialmen, contractors,
artisans, mechanics, laborers, and any other persons now or hereafter
contracting with Lessee or any contractor or subcontractor of Lessee for the
furnishing of any


19





labor services, materials, supplies, or equipment with respect to any portion of the Premises, at any time from the
date hereof until the end of the Lease Term, are hereby charged with
notice that they look exclusively to Lessee
to obtain payment for same.


          20. RIGHT TO INSPECT AND
REPAIR. Lessor may enter the Premises but shall not be obligated to do so
(except as required by any specific provision of this Lease) at any
reasonable time on reasonable notice to
Lessee (except that no notice need be given
in case of emergency) for the purpose of inspection or the making of such repairs, replacement or additions,
in, to, on and about the Premises or
the Building, as Lessor deems necessary or desirable. During the last twelve (12) months of the Term, Lessor may immediately enter, alter, renovate or
redecorate the Premises if Lessee shall have removed all or substantially all
of Lessee’s property from the
Premises. Such actions by Lessor shall have no effect on this Lease or
Lessee’s obligations hereunder, and Lessee
shall have no claims or cause of action against Lessor by reason thereof.


          21. SERVICES TO BE PROVIDED
BY LESSOR. Subject to intervening laws, ordinances, regulations and
executive orders, while Lessee is not in default under any of the
provisions of this Lease, Lessor agrees to
furnish, on “Business Days,” as hereinafter defined:


	
  

 	
  

 
	
  

 	
           (A) Janitorial
 services to be performed in accordance
 with Building standards and practices, to include restroom supplies.

 
	
  

 	
  

 
	
  

 	
           (B)
 Heating, ventilating and air conditioning (herein
 “HVAC”), as appropriate for the season, together with Common Facilities lighting and electric energy
 all during “Building Hours,” as hereinafter defined.

 
	
  

 	
  

 
	
  

 	
           (C)
 Cold and hot water for drinking and
 lavatory purposes.

 
	
  

 	
  

 
	
  

 	
           (D)
 Elevator service during Building Hours.

 
	
  

 	
  

 
	
  

 	
           (E)
 Notwithstanding any other provision of this Lease,
 Lessor shall not be liable for failure to furnish any of the aforesaid services when such failure is due to
 Force Majeure, as hereinafter defined.

 



          22. AFTER-HOURS
USE. Lessee shall be entitled to make
use of HVAC beyond Building Hours,
at Lessee’s sole cost and expense, provided Lessee shall notify the
Lessor twenty-four (24) hours prior to such
desired overtime use, except if such use is desired for a weekend, in which event Lessee shall notify
Lessor no later than 5:00 p.m. on the Thursday immediately preceding
said


20





weekend.
It is understood and agreed that Lessee shall pay the sum of Eighty-five and
00/100 ($85.00) Dollars per hour, plus such additional percentage increase of the
aforesaid hourly sum computed by measuring the percentage increase of the rate in effect
(including fuel surcharges or adjustments) during the month for which such overtime use is
requested against the Base Utility Rate, as
defined on the Reference Page.


                    In
no event shall the Lessee pay less than the sum of Eighty-five and 00/100
($85.00) Dollars per hour for such aforesaid overtime use.


          23. INTERRUPTION OF
SERVICES OR USE. Interruption or
curtailment of any service maintained in the
Building or the Complex or at the
Parcel, if caused by Force Majeure, as hereinafter
defined, shall not entitle Lessee to any claim against Lessor or to any abatement in Term Fixed Basic Rent or Additional Rent, and shall not constitute a
constructive or partial eviction,
unless Lessor fails to take measures as may be reasonable under the circumstances to restore the service. If Lessor
fails to take such measures as may be reasonable under the circumstances to
restore the curtailed service, Lessee’s remedies shall be limited to an equitable abatement of Term Fixed Basic Rent and Additional Rent for the duration of the
curtailment beyond said reasonable period, to the extent such Premises are not reasonably usable by Lessee or to a claim of
constructive eviction. If the
Premises are rendered untenantable in whole or in part, for a period of ten (10) consecutive business days, by the making of repairs, replacements or additions,
other than those made with Lessee’s
consent or caused by misuse or neglect by
Lessee, or Lessee’s agents, servants, visitors or licensees, there shall be a proportionate abatement of Term
Fixed Basic Rent and Additional Rent
from and after said tenth (10th) consecutive business day and continuing for the period of such untenantability. In no event shall Lessee be
entitled to claim a constructive eviction from the Premises unless
Lessee shall first have notified Lessor in
writing of the condition or conditions giving
rise thereto, and, if the complaints be justified, unless Lessor shall have failed, within a reasonable time
after receipt of such notice, to
remedy, or commence and proceed with due diligence to remedy, such
condition or conditions, all subject to Force
Majeure, as hereinafter defined. The remedies provided for in this
Section 23 shall be Lessee’s sole remedies for any interruption of services or use as described above.


          24. ELECTRICITY. (A) Lessor, subject to
the provisions of this Section 24, shall furnish electrical energy to or for the use of Lessee in the
Premises in accordance with this Section 24.


                    (B)
Throughout the Term, Lessor shall redistribute electrical energy to the Premises during
Building Hours upon the following terms and
conditions: (i) Lessee shall pay for such


21





electrical energy as provided by this Section 24; (ii) Lessor will redistribute electricity to Lessee through
presently installed electrical facilities for Lessee’s reasonable use of
normal office equipment and such lighting,
electrical appliances and equipment as Lessor may permit to be installed
in the Premises, all consistent with that
wiring capacity that has been installed
in the Premises; (iii) Lessee agrees that an independent electrical engineering consultant selected by Lessor shall
from time to time make a survey of the electric power demand of the electric
lighting fixtures and the electric equipment
of Lessee used in the Premises to determine the average monthly electric consumption thereof, said survey
to be at Lessee’s expense. Lessor
reserves the right to estimate Lessee’s electric consumption until such a survey is made. The estimate will be based on One and 25/100 ($1.25) Dollars
per square foot per year of the
rentable area of the Premises and Lessee agrees that the Annual Fixed
Basic Rent, as defined on the Reference Page,
has been increased to compensate Lessor for supplying Lessee with electric current by an estimated
Electric Rent Inclusion Factor as defined on the Reference Page. The
aforesaid survey shall take into account, among other things, any special electrical requirements of Lessee and use by Lessee
of electrical energy at times other
than during Building Hours on Business Days. The findings of such
engineering consultant as to the proper Electric Rent Inclusion Factor based on
such average monthly electric consumption
shall be conclusive and binding upon the
parties and the amount thereof, less the Electric Rent Inclusion Factor,
if in excess of the Electric Rent Inclusion Factor,
shall be added to the Annual Fixed Basic Rent which shall be payable in
installments of Monthly Fixed Basic Rent, payable for each month from the Commencement Date or if the amount thereof
shall be lower than the Electric Rent Inclusion Factor, the difference therein shall be subtracted from the Annual Fixed Basic
Rent and the resulting sum shall be the revised Annual Fixed Basic Rent which
shall be payable in installments of Monthly
Fixed Basic Rent (except that if the amount of such rent increase or
decrease shall not have been determined on the Commencement Date, then, upon such subsequent determination, Lessee shall pay or receive a credit, as the case
may be, for the retroactive determination from the Commencement Date to the
date of such determination); (iv) If
the Electric Rates (as hereinafter
defined) on which the initial determination of said consultant was based
shall be increased or decreased, then the Annual Fixed Basic Rent shall be
increased or decreased in the amount equal to the change in Lessor’s cost of
supplying electrical current to the Premises
resulting from such rate change,
retroactive if necessary to the date of such increase or decrease in
such Electric Rates. The Term Fixed Basic Rent, as defined on the Reference
Page, shall be deemed modified accordingly by any of the aforesaid
modifications.


22





                    (C)
Lessee shall make no alterations or additions to the electric equipment appliances without first
obtaining written consent from Lessor
in each instance. If Lessee installs additional or substituted
electrical equipment or appliances or otherwise
increases its use of current, then the Electric Rent Inclusion Factor shall be
redetermined by Lessor’s electrical engineer or consultant, at Lessee’s
expense, and such determination shall be
conclusive and binding upon Lessor and Lessee. Lessee may at any time it
believes any change in its electrical equipment or appliances or fixtures has
reduced its electrical consumption request a resurvey of the Premises by Lessor’s electrical engineer or consultant, at
Lessee’s expense. Any change in the
Electric Rent Inclusion Factor resulting from a change in Lessee’s consumption shall be effective as of the date of
such change, and the Term Fixed Basic Rent enumerated herein shall be deemed modified accordingly, retroactive
if necessary.


                    (D)
Lessor shall not be liable in any way to Lessee for any loss, damage or expense which Lessee may
sustain or incur as a result of any
failure, defect or change in the quantity or character of electrical energy available for redistribution to the Premises pursuant to this Section nor for any
interruption in the supply, and Lessee agrees that such supply may be
interrupted for inspection, repairs and replacement and in emergencies.
In any event, the full measure of Lessor’s liability for any interruption in the supply due to Lessor’s acts
or omissions shall be an abatement of
Term Fixed Basic Rent and Additional Rent. In no event shall Lessor be
liable for any business interruption suffered by Lessee. Lessee covenants and
agrees that at all times its use of electric
current shall never exceed the capacity
of existing feeders to the Building or the risers or wiring
installation. Any riser or risers to supply Lessee’s electrical requirements, upon written request of Lessee, shall be installed by Lessor, at the sole cost and expense
of Lessee, if, in Lessor’s sole
judgment, the same are necessary and will not cause or create a dangerous or hazardous condition or entail excessive
or unreasonable alterations, repairs or expense or interfere with or disturb
other tenants or occupants. In addition to
the installation of such riser or risers, Lessor shall
also, at the sole cost and expense of Lessee, install all other
equipment proper and necessary in connection therewith subject to the aforesaid terms and conditions.


                    (E)
Lessor reserves the right to
terminate the redistribution of
electricity to the Premises at any time, upon thirty (30) days’ written notice to Lessee, in which event Lessee may make application directly to the utility
company servicing the Building for
Lessee’s entire separate supply of electricity. Lessor, upon the
expiration of the aforesaid thirty (30) day period,
may discontinue furnishing the electric current, in which latter event
Lessee’s Annual Fixed Basic Rent shall be decreased by the charge for Electric Rent Inclusion Factor as of the date


23





of discontinuance of the supplying of electric current, but this Lease
shall otherwise remain in full force and effect. The term “Electric Rates”
shall be deemed to mean the rates for the comparable
usage charged by the public utility company furnishing electrical energy
to the Building, including but not limited to any
charges or surcharges incurred or taxes payable by Lessor in connection therewith or increase or decrease
thereof by reason of fuel adjustment or any substitutions for such
Electric Rates or additions thereto.


                    (F)
If Lessor discontinues the furnishing of electricity, as provided
in this Section 24, then, and in such event,
Lessor shall permit Lessee to receive electrical service directly from the public utility supplying
electrical service to the Building and shall permit the existing feeders,
risers, wiring and other electrical
facilities serving the Premises to be used by Lessee for such purpose to
the extent that they are available, suitable
and safe. Lessee shall, at its own expense, install any necessary electrical meter equipment, panel boards, feeders, risers, wiring and other conductor and
equipment which may be required to obtain electrical energy directly
from the public utility supplying the same.
Lessor shall have no liability whatsoever to Lessee by reason of
Lessor’s discontinuance of electrical
service.


                    (G)
Lessor, at Lessee’s expense,
shall furnish and install all lamps (including incandescent and
fluorescent), starters and ballasts used in
the Premises.


                    (H)
Following a determination of an increase or decrease in the Electric Rent
Inclusion Factor attributable to the
furnishing of electrical energy to the Premises by Lessor as set forth in this Section 24, Lessor and Lessee
shall, upon request of either party,
execute, acknowledge and deliver to each other a supplemental agreement
in form satisfactory to Lessor reflecting
such change in the Annual Fixed Basic Rent and Monthly Installment of Term Fixed Basic Rent, but any
such change shall be effective whether or not such agreement is entered into.


                    (I)
In addition to payments of the Electric Rent Inclusion
Factor, if Lessee makes use of electric current on non-Business Days or after Building Hours, then
Lessee shall pay to Lessor, as Additional Rent, Lessor’s cost of
supplying electrical current to the Premises at all such times when electrical current is so used. Such charge shall be
made on a per hour (or any portion
thereof) basis determined by the hourly cost of supplying electrical
current to the Premises or such portions of
the Building as must be supplied to provide electric current to the Premises;
provided, however, that Lessee shall not be required under this Section
to pay for use of electrical current which
shall have previously been included in a survey of


24





Lessee’s use of electrical current pursuant to Subsection 24(B) above.


                    (J)
Notwithstanding anything contained herein to the contrary, Lessor reserves the
right, at Lessor’s cost and expense, to install a separate meter to measure
electrical consumption to the Premises for
lighting and equipment purposes, in
which event Lessee shall pay the meter charges based upon the Electric
Rates for said consumption in lieu of the amount determined pursuant to
Subsection 24(B) hereof, in which event Lessee’s
Annual Fixed Basic Rent shall be decreased by the charge for Electric Rent Inclusion Factor as of the date
of installation of the meter.


          25. ADDITIONAL RENT. It is expressly agreed that Lessee will pay
in addition to the Term Fixed Basic Rent provided in Section 3 above, an Additional Rent to cover Lessee’s Percentage, as
defined on the Reference Page, of the increased cost to Lessor, for each of the categories enumerated herein, over the “Base
Period Costs,” as defined on the Reference Page, for said categories.


	
  

 	
  

 
	
  

 	
           (A) Operating Cost
 Escalation. If during the Lease
 Term the Operating Costs incurred for the Building
 in which the Demised Premises are located, Complex and Parcel, for any Lease Year or proportionate part
 thereof if the Lease Term expires prior to the expiration of a Lease Year
 (herein the “Comparison Period”) shall be
 greater than the Base Operating Costs (adjusted proportionately if the
 Comparison Period is less than a Lease Year), then Lessee shall pay to
 Lessor, as Additional Rent, Lessee’s
 Percentage of all such excess Operating Costs. Operating Costs shall include, by way of illustration and not of
 limitation: personal property taxes; management fees; labor, including all wages and salaries; social security
 taxes, and other taxes which may be levied against Lessor upon such wages and salaries; employee
 benefits and payroll taxes;
 accounting and legal fees; any sales, use or service taxes incurred in
 connection with the operation of the
 Complex or Parcel; supplies; repairs and maintenance; maintenance and
 service contracts; the cost of security and alarm services; license permits and inspection fees; painting;
 wall and window washing; laundry and towel service; tools and equipment (which are not required to be
 capitalized for Federal income tax
 purposes); fire and other insurance; the
 cost of any loss which is the responsibility of Lessor because of the
 existence of commercially reasonable deductibles; trash removal; lawn care;
 snow removal and all other items properly
 constituting direct operating costs
 according to standard accounting

 


25









	
  

 	
  

 
	
  

 	
 practices
 (hereinafter collectively referred to as the “Operating Costs”).
 Lessor shall be entitled to amortize and include in Operating Costs an allocable
 portion of the cost of capital improvement items limited to those items, including life
 safety systems, which are reasonably
 calculated to reduce operating expenses
 or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel
 at the time it was constructed. All
 such costs shall be amortized over the reasonable life of such
 improvements with interest at two (2%)
 percent over the prime lending rate
 announced as such by Chase Manhattan Bank to its most creditworthy borrowers
 on the unamortized amount in
 accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles. As used in this Subsection 25(A),
 the Base Period Costs for Operating
 Costs shall be as defined on the Reference Page.

 
	
  

 	
  

 
	
  

 	
           (B)
 Fuel, Utilities and Electric Cost Escalation. If during the Lease
 Term the utility and energy costs, including any fuel surcharges or adjustments
 with respect thereto, incurred for water, sewer, other utilities and heating,
 ventilating and air conditioning for the Building, Complex and Parcel to include all leased and leasable
 areas (not separately billed or metered within the Building) and Common Facilities
 electric, lighting, water, sewer and other utilities for the Building, the
 Complex and Parcel (hereinafter “Utility and Energy Costs”) for any
 Comparison Period shall be
 greater than the Base Utility and Energy Costs (adjusted proportionately if the Comparison Period is less than a Lease
 Year), then Lessee shall pay to Lessor as Additional Rent, Lessee’s
 Percentage of all such excess Utility and
 Energy Costs. Common Facilities electric consumption shall be charged
 at the bulk rate at which Lessor purchases
 electrical energy from the public
 utility supplying electrical service to the Building. As used in this Subsection 25(B), the Base Utility and Energy Costs shall be as
 defined on the Reference Page.

 
	
  

 	
  

 
	
  

 	
           (C)
 Tax Escalation. If during the Lease Term the Real Estate Taxes for
 the Building, the Complex and Parcel
 at which the Demised Premises are located for any Comparison Period shall be
 greater than the Base Real Estate Taxes
 (adjusted proportionately if the Comparison Period is less than a Lease
 Year), then Lessee shall pay to
 Lessor as Additional Rent, Lessee’s Percentage
 of all such excess Real Estate Taxes.

 


26









	
  

 	
  

 
	
  

 	
                     As
 used in this Subsection 25(C), the words and terms which follow mean and include the
 following:

 
	
  

 	
  

 
	
  

 	
                     (i)
 The Base Period Costs for “Real Estate Taxes” shall be as
 defined on the Reference Page.

 
	
  

 	
  

 
	
  

 	
                     (ii)
 “Real Estate Taxes” shall
 mean the property taxes and assessments imposed upon the Building, the Complex and Parcel, or upon the
 Term Fixed Basic Rent and Additional Rent, as such, payable by the Lessor including, but not limited to, real
 estate, city, county, village, school and transit taxes, or taxes, assessments or charges levied,
 imposed or assessed against the Building and Complex by any other taxing authority, whether general or
 specific, ordinary or extraordinary, foreseen or unforeseen. If due to
 a future change in the method of taxation, any franchise, income or profit tax shall be levied against Lessor in substitution for, or in lieu of, or
 in addition to, any tax which
 would otherwise constitute a Real Estate Tax, such franchise, income
 or profit tax shall be deemed to be a Real
 Estate Tax for the purposes hereof;
 conversely, any additional real estate tax hereafter imposed in substitution for, or in lieu of, any franchise, income or profit tax (which
 is not in substitution for, or in
 lieu of, or in addition to, a Real Estate Tax as hereinbefore
 provided) shall not be deemed a Real Estate Tax for the purposes hereof.
 Notwithstanding anything contained herein to the contrary, Lessee shall assume and pay to Lessor in full at the
 time of paying the Term Fixed Basic Rent, any excise, sales, use, gross receipts or other taxes (other than a
 net income or excess profits tax) which may
 be imposed on or measured by such Term Fixed Basic Rent or Additional Rent or may be imposed on
 Lessor or on account of the letting or which Lessor may be required to pay or collect under any law now in
 effect or hereafter enacted.

 
	
  

 	
  

 
	
  

 	
           (D)
 Lease Year. As used in this Lease, Lease Year shall mean the twelve (12) month period commencing on the Commencement Date and each twelve (12)
 month period thereafter. Once the
 base costs are established, in the
 event any lease period is less than twelve
 (12) months, then the Base Period Costs for the categories listed above shall be adjusted to
 equal the proportion that said
 period bears to twelve (12) months, and Lessee shall pay to Lessor as
 Additional Rent for such period, an amount equal to Lessee’s Percentage of
 the excess for said period over the adjusted base with respect to each of the
 aforesaid categories. Notwithstanding
 anything contained herein

 


27









	
  

 	
  

 
	
  

 	
 to the contrary, once the base costs are established, Lessor reserves the right to calendarize
 billing and payment in order to
 establish operating consistency.

 
	
  

 	
  

 
	
  

 	
           (E)
 Payment. At any time, and from time
 to time, after the establishment of the Base Period Costs for each of the categories referred to above, Lessor
 shall advise the Lessee in writing
 of Lessee’s Percentage, as defined
 on the Reference Page, with respect to each of the categories as estimated for the current Lease Year [and for each succeeding Lease Year or
 proportionate part thereof if the last period prior to the Lease’s termination is less than twelve (12) months] as
 then known to the Lessor, and
 thereafter, the Lessee shall pay as Additional Rent, Lessee’s Percentage
 of the excess of these costs over the Base
 Period Costs for the then current
 period affected by such advice (as the same may be periodically revised by Lessor as additional costs
 are incurred) in equal monthly installments
 on the first day of each month, such new rates being applied to any
 months for which the installments of Monthly Fixed Basic Rent shall have already been paid which are affected by the
 Operating Cost Escalation and/or Utility and Energy Cost Escalation and/or Tax Escalation Costs above
 referred to, as well as the
 unexpired months of the current period
 the adjustment for the then expired months to be made at the payment
 of the next succeeding installment of Monthly Fixed Basic Rent, all subject
 to final adjustment at the expiration of
 each Lease Year as defined in Subsection 25(D) hereof [or
 proportionate part thereof, if the last
 period prior to the Lease’s termination is less than twelve (12)
 months]. In the event the last period
 prior to the Lease’s termination is
 less than twelve (12) months, the Base Period Costs during said period shall be proportionately
 reduced to correspond to the
 duration of said final period.

 
	
  

 	
  

 
	
  

 	
           (F)
 Books and Records. For the
 protection of Lessee, Lessor shall
 maintain books of account which shall
 be open to Lessee and its representatives at all reasonable times so that Lessee can determine
 that such Operating, Utility, Energy and Tax Costs have, in fact, been paid or incurred. Any disagreement with
 respect to any one or more of said charges if not satisfactorily
 settled between Lessor and Lessee shall be
 referred by either party to an independent certified public accountant to be mutually agreed upon,
 and if such an accountant cannot be
 agreed upon, the American Arbitration
 Association may be asked by either party to select an arbitrator, whose decision on the dispute will be final and binding upon both parties, who
 shall

 


28









	
  

 	
  

 
	
  

 	
 jointly share any cost of such arbitration. Pending resolution of
 said dispute, the Lessee shall pay to Lessor the sum so billed
 by Lessor subject to its ultimate
 resolution as aforesaid.

 
	
  

 	
  

 
	
  

 	
           (G)
 Right of Review. Once Lessor shall have finally determined said Operating, Utility and Energy or Tax Costs at
 the expiration of a Lease Year, then, as to the item so established, Lessee
 shall only be entitled to dispute
 said charge as finally established for a period of six (6) months
 after such charge is finally established,
 and Lessee specifically waives any right to dispute any such charge at
 the expiration of said six (6) month
 period. 

 
	
  

 	
  

 
	
  

 	
           (H)
 Occupancy Adjustment. If, with respect to Operating Cost Escalation, as established in Subsection 25(A) hereof, and Utility and Energy Cost
 Escalation, as established in
 Subsection 25(B) hereof, the Building is not ninety-five (95%) percent occupied during the establishment of the respective Base Period
 Costs, then the Base Period Costs incurred with respect to said Operating Cost or Utility and Energy Cost shall
 be adjusted during any such period so as to reflect ninety-five (95%)
 percent occupancy. Similarly, if, during any Lease Year or proportionate part
 thereof subsequent to the establishment
 of the respective Base Period Costs
 the Building is less than ninety-five (95%) percent occupied, then the actual costs incurred for Operating
 Cost and Utility and Energy Cost shall be increased during any such period to reflect ninety-five (95%) percent occupancy so that at all times
 after the establishment of the aforesaid Base Period Costs, the Utility and Energy Cost and Operating Cost
 shall be actual costs, but in the event less than ninety-five (95%) percent of the Building is occupied during all or part of the Lease Year
 involved, the Utility and Energy Cost
 and Operating Cost shall not be less than that which would have been incurred had ninety-five (95%)percent of the
 Building been occupied. The aforesaid adjustment shall only be made with respect to those items that
 are in fact affected by variations in occupancy levels. To the extent any
 Operating Cost or Utility and Energy Cost
 is separately billed or metered or
 paid for directly by any Building tenant, to include but not be
 limited to Lessee, or for which Lessor receives
 reimbursements, said space shall be considered vacant space for purposes of the aforesaid adjustment.

 



          26. LESSEE’S ESTOPPEL. (A) Lessee shall, from time to time, within ten (10) days of Lessor’s written
request, execute, acknowledge and
deliver to Lessor a written statement certifying


29






that the Lease
is unmodified and in full force and effect, or that the Lease is in full force
and effect as modified and listing the instruments of modification; the dates
to which the Monthly Fixed Basic Rent and Additional Rent and charges have been
paid; and, to the best of Lessee’s knowledge, whether or not Lessor is in
default hereunder, and if so, specifying the nature of the default; and any
other information which Lessor shall reasonably request. It is intended that
any such statement delivered pursuant to this Section 26 may be relied on by a
prospective purchaser of Lessor’s interest or mortgagee of Lessor’s interest or
assignee of any mortgage of Lessor’s interest. Lessee hereby irrevocably
appoints Lessor or if Lessor is a trust, Lessor’s beneficiary or agent, as
attorney-in-fact for the Lessee with full powers and authority to execute and
deliver in the name of Lessee such estoppel certificate if Lessee fails to
deliver the same within such ten (10) day period and such certificate as signed
by Lessor, Lessor’s beneficiary or agent, as the case may be, shall be fully
binding on Lessee, if Lessee fails to deliver a contrary certificate within
five (5) days after receipt by Lessee of a copy of the certificate executed by
Lessor, Lessor’s beneficiary or agent, as the case may be, on behalf of Lessee.


                    (B)
Lessee’s failure to deliver such statement within such time shall be conclusive
upon Lessee that: (i) this Lease is in full force and effect and not modified
except as Lessor may represent; (ii) not more than one (1) installment of
Monthly Fixed Basic Rent has been paid in advance; (iii) there are no such
defaults; and (iv) notices to Lessee shall be sent to Lessee’s mailing address
as set forth in this Lease. Notwithstanding the presumptions of this Section,
Lessee shall not be relieved of its obligation to deliver said statement.


          27.
HOLDOVER TENANCY. If
Lessee holds possession of the Premises after the Term of this Lease, Lessee,
at Lessor’s option, shall become a tenant from month to month under the
provisions herein provided, but at a Monthly Fixed Basic Rent as provided for
pursuant to N.J.S.A. 2A:42-6
and without the requirement for demand or notice by Lessor to Lessee
demanding delivery of possession of said Premises (but Additional Rent shall
continue as provided in this Lease), which sum shall be payable in advance on
the first day of each month, and such tenancy shall continue until terminated
by Lessor by notice to Lessee given at least thirty (30) days prior to the
intended date of termination, or until Lessee shall have given to Lessor, at
least sixty (60) days prior to the intended date of termination, a written
notice of intent to terminate such tenancy, which termination date must be as
of the end of a calendar month. Lessee shall pay Term Fixed Basic Rent and
Additional Rent until such alterations and corrections as are required to be
made by Lessee are made, and until such additions and improvements as Lessee is
entitled to remove have been removed. Lessee shall


30





also pay all
damages sustained by Lessor from any loss or liability resulting from such
holding over and delay in surrender. The time limitations described in this
Section 27 shall not be subject to extension for Force Majeure.


          28.
RIGHT TO SHOW PREMISES. Lessor may show the Premises to prospective
purchasers and mortgagees; and, during the twelve (12) months prior to
termination of this Lease, to prospective tenants, during Building Hours on
reasonable notice to Lessee.


          29.
LESSOR’S WORK - LESSEE’S DRAWINGS. (A) Lessor agrees
that, at Lessor’s expense, prior to the commencement of the Term of this Lease,
it will do substantially all of the work in the Demised Premises in accordance
with Exhibit C attached hereto and made a part hereof. All of said Exhibit C
work, whether paid for in whole or in part by Lessee, is and shall remain the
Lessor’s property.


                    (B)
Lessee will timely supply such drawings and information to Lessor as set forth
in Exhibit C. Any delay occasioned by Lessee’s failure to timely supply such
drawings and information shall not delay the Commencement Date of the Term, as
hereinafter defined, and Lessee’s obligations hereunder and the Commencement
Date shall be the date the Premises would have been delivered to Lessee
pursuant to Section 2, but for Lessee’s delay.


                    (C)
Lease Commencement shall occur and the Commencement Date is defined as that
date when Lessor has done substantially all of the work to be done by Lessor in
accordance with Exhibit C unless Lessor has been precluded from completing said
work as a result of Lessee’s acts or omissions including but not limited to its
failure to comply with (B) above. Occupancy by Lessee or the delivery of a
Certificate of Occupancy (temporary or permanent) by Lessor (if required
pursuant to local law) shall be prima facie evidence that Lessor has done
substantially all of the work.


          30.
WAIVER OF TRIAL BY
JURY. To the extent such waiver is permitted by law, the parties waive
trial by jury in any action or proceeding brought in connection with this Lease
or the Premises.


          31.
LATE CHARGE. Lessee
recognizes that late payment of any Term Fixed Basic Rent or Additional Rent or
other sum due hereunder will result in administrative expense to Lessor, the
extent of which additional expense is extremely difficult and economically
impractical to ascertain. Lessee therefore agrees that if Monthly Fixed Basic
Rent or Additional Rent or any other sum is due and payable pursuant to this
Lease, and such amount remains due and unpaid ten (10) days after said amount
is due, such amount shall be increased by a late charge in an amount 


31





equal to the
greater of: (a) Fifty and 00/100 ($50.00) Dollars; or (b) a sum equal to five
(5%,) percent of the unpaid Monthly Fixed Basic Rent or Additional Rent or
other payment. The amount of the late charge to be paid by Lessee shall be
reassessed and added to Lessee’s obligation for each successive monthly period
until paid. The provisions of this Section 31 in no way relieve Lessee of the
obligation to pay Term Fixed Basic Rent or Additional Rent or other payment on
or before the date on which they are due nor do the terms of this Section 31 in
any way affect Lessor’s remedies pursuant to Section 14 in the event said Term
Fixed Basic Rent or Additional Rent or other payment is unpaid after date due.


          32.
INSURANCE. 


	
  

 	
  

 	
  

 
	
  

 	
           (A)
 Lessee’s
 Insurance. 

 
	
  

 	
  

 	
  

 
	
  

 	
                     (1)
 Lessee covenants and represents, said representation being specifically
 designed to induce Lessor to execute this Lease, that during the entire Term
 hereof, at its sole cost and expense, Lessee shall obtain, maintain and keep
 in full force and effect the following insurance: 

 
	
  

 	
  

 	
  

 
	
  

 	
                               (a)
 “All Risk” property insurance against fire, theft, vandalism, malicious
 mischief, sprinkler, leakage and such additional perils as are now, or
 hereafter may be, included in a standard extended coverage endorsement from
 time to time in general use in the State of New Jersey upon property of every
 description and kind owned by Lessee or under Lessee’s care, custody or
 control and located in the Building, Complex or Parcel or for which Lessee is
 legally liable or installed by or on behalf of Lessee, including by way of
 example and not by way of limitation, furniture, fixtures, fittings,
 installations and any other personal property (including the work done by
 Lessor in connection with Exhibit C) in an amount equal to the full
 replacement cost thereof. 

 
	
  

 	
  

 	
  

 
	
  

 	
                               (b)
 Commercial General Liability Insurance coverage to include personal injury,
 bodily injury, broad form property damage, operations hazard, owner’s
 protective coverage, contractual liability, products and completed operations
 liability naming Lessor and Lessor’s mortgagee or trust deed holder and
 ground lessors (if any) as additional named insureds in limits of not less
 than One Million and 00/100 ($1,000,000.00) Dollars. 

 


32









	
  

 	
  

 	
  

 
	
  

 	
                               (c)
 Business interruption insurance in such amounts as will reimburse Lessee for
 direct or indirect loss of earnings attributable to all perils commonly
 insured against by prudent tenants or assumed by Lessee pursuant to this
 Lease or attributable to prevention or denial of access to the Premises,
 Building, Complex or Parcel as a result of such perils. 

 
	
  

 	
  

 	
  

 
	
  

 	
                               (d)
 Workers’ Compensation insurance in form and amount as required by law. 

 
	
  

 	
  

 	
  

 
	
  

 	
                               (e)
 Business auto liability covering owned, non-owned and hired vehicles with a
 limit of not less than One Million and 00/100 ($1,000,000.00) Dollars per
 accident. 

 
	
  

 	
  

 	
  

 
	
  

 	
                               (f)
 Any other form or forms of insurance or any increase in the limits of any of
 the aforesaid enumerated coverages or other forms of insurance as Lessor or
 the mortgagees or ground lessors (if any) of Lessor may reasonably require
 from time to time if in the reasonable opinion of Lessor or said mortgagees
 or ground lessors said coverage and/or limits become inadequate or less than
 that commonly maintained by prudent tenants in similar buildings in the area
 by tenants making similar uses. 

 
	
  

 	
  

 
	
  

 	
                     (2)
 All insurance policies required pursuant to this Section 32 shall be taken
 out with insurers rated at least A+XV by A.M. Best Company, Oldwick, New
 Jersey, who are licensed to do business in the State and shall be in form
 satisfactory from time to time to Lessor. A policy or certificate evidencing
 such insurance together with a paid bill shall be delivered to Lessor not
 less than fifteen (15) days prior to the commencement of the Term hereof.
 Such insurance policy or certificate will provide an undertaking by the
 insurers to notify Lessor and the mortgagees or ground lessors (if any) of
 Lessor in writing not less than thirty (30) days prior to any material
 change, reduction in coverage, cancellation, or other termination thereof.
 Should a certificate of insurance initially be provided a policy shall be
 furnished by Lessee within thirty (30) days of the Term’s commencement.
 Lessee may provide the aforesaid insurance with a reasonable deductible by
 evidencing its intent to do so by a statement in writing to the Lessor, and
 Lessee shall be deemed a self-insurer with respect to the amount of the
 deductible; provided said deductible would not and does not in fact impose
 liability on Lessor or any other Building tenant for any reason to include
 their negligence, and provided 

 


33









	
  

 	
  

 
	
  

 	
 further that
 Lessee indemnifies and holds Lessor harmless with respect to any claims
 against Lessor or any other Building tenant as a result of said deductible to
 the extent the same would not have existed if the policies required by this
 Subsection 32(A) were obtained without a deductible.

 
	
  

 	
  

 
	
  

 	
                     (3)
 In the event of damage to or destruction of the Building and/or Premises
 entitling Lessor or Lessee to terminate this Lease pursuant to Section 10
 hereof, and if this Lease be so terminated, Lessee will immediately pay to
 Lessor all of its insurance proceeds, if any, relating to the leasehold
 improvements and alterations (but not Lessee’s trade fixtures, equipment,
 furniture or other personal property of Lessee in the Premises) which have
 become Lessor’s property on installation or would have become Lessor’s
 property at the Term’s expiration or sooner termination. If the termination
 of the Lease, at Lessor’s election, is due to damage to the Building, and if
 the Premises have not been so damaged, Lessee will deliver to Lessor, in
 accordance with the provisions of this Lease, the improvements and
 alterations to the Premises which have become on installation or would have
 become at the Term’s expiration, Lessor’s property.

 
	
  

 	
  

 
	
  

 	
                     (4)
 Lessee agrees that it will not keep or use or offer for sale (if sales of
 goods is a permitted use pursuant to Section 4 hereof) in or upon the
 Premises or within the Building, Complex or Parcel, any article which may be
 prohibited by any insurance policy in force from time to time covering the Building,
 Complex or Parcel. In the event Lessee’s occupancy or conduct of business in
 or on the Premises, Building, Complex or Parcel, whether or not Lessor has
 consented to the same, results in any increase in premiums for insurance
 carried from time to time by Lessor with respect to the Building, Complex or
 Parcel, Lessee shall pay such increase in premiums as Additional Rent within
 ten (10) days after being billed therefor by Lessor. In determining whether
 increased premiums are a result of Lessee’s use and occupancy, a schedule
 issued by the organization computing the insurance rate on the Building,
 Complex or Parcel showing the components of such rate shall be conclusive
 evidence of the items and charges making up such rate. Lessee shall promptly
 comply with all reasonable requirements of the insurance authority or of any
 insurer now or hereafter in effect relating to the Premises, Building,
 Complex or Parcel.

 


34









	
  

 	
  

 
	
  

 	
                     (5)
 If any insurance policy carried by either party as required by this Section
 32 shall be cancelled or cancellation shall be threatened or the coverage
 thereunder reduced or threatened to be reduced in any way by reason of the
 use or occupation of the Premises, Building, Complex or Parcel or any part
 thereof by Lessee or any assignee or sublessee of Lessee or anyone permitted
 by Lessee to be upon the Premises, and if Lessee fails to remedy the
 conditions giving rise to said cancellation or threatened cancellation or
 reduction in coverage on or before the earlier of (i) forty-eight (48) hours
 after notice thereof from Lessor, or (ii) prior to said cancellation or
 reduction becoming effective, Lessee shall be in default hereunder and Lessor
 shall have all of the remedies available to Lessor pursuant to this Lease.

 



                    (B)
Lessor’s
Insurance. Lessor covenants and agrees that throughout the Term it will
insure the Building [excluding any property with respect to which Lessee is
obligated to insure pursuant to Subsection 32(A)(1)(a) above] against damage by
fire and standard extended coverage perils and public liability insurance in
such reasonable amounts with such reasonable deductibles as required by any
mortgagee or ground lessor, or if none, as would be carried by a prudent owner
of a similar building in the area. In addition, Lessor shall maintain and keep
in force and effect during the Term, rental income insurance insuring Lessor
against abatement or loss of Term Fixed Basic Rent, including items of
Additional Rent, in case of fire or other casualty similarly insured against,
in an amount at least equal to the Term Fixed Basic Rent and Additional Rent
during, at the minimum, one (1) Lease Year hereunder. Lessor may, but shall not
be obligated to, take out and carry any other forms of insurance as it or the mortgagee
or ground lessor (if any) of Lessor may require or reasonably determine
available. All insurance carried by Lessor on the Building, Complex or Parcel
shall be included as an Operating Cost pursuant to Subsection 25(A).
Notwithstanding its inclusion as an Operating Cost or any contribution by
Lessee to the cost of insurance premiums by Lessee as provided herein, Lessee
acknowledges that it has no right to receive any proceeds from any such
insurance policies carried by Lessor. Lessee further acknowledges that the
exculpatory provisions of this Lease as set forth in Section 39 and the
provisions of this Section 32 as to Lessee’s insurance are designed to insure
adequate coverage as to Lessee’s property and business without regard to fault
and avoid Lessor obtaining similar coverage for said loss for its negligence or
that of its agents, servants or employees which could result in additional
costs includable as part of Operating Costs which are payable by Lessee. Lessor
will not carry insurance of any kind on Lessee’s furniture or furnishings, or
on any fixtures, equipment, appurtenances or improvements (other than those
enumerated in 


35





Exhibit C
which belong to Lessor) of Lessee under this Lease and Lessor shall not, except
as to the aforesaid Exhibit C items owned by Lessor, be obligated to repair any
damage thereto or replace the same.


                    (C)
Waiver of
Subrogation. Any policy or policies of fire, extended coverage or
similar casualty insurance, which either party obtains in connection with the
Premises, Building, Complex or Parcel shall include a clause or endorsement
denying the insurer any rights of subrogation against the other party (i.e.
Lessor or Lessee) for all perils covered by said policy. Should such waiver not
be available, then the policy for which the waiver is not available must name
the other party as an additional named insured affording it the same coverage
as that provided the party obtaining said coverage.


          33.
NO OTHER REPRESENTATIONS. No representations or promises shall be
binding on the parties hereto except those representations and promises
contained herein or in some future writing signed by the party making such
representation(s) or promise(s).


          34.
QUIET ENJOYMENT. Lessor covenants that if, and so long as, Lessee pays
the Term Fixed Basic Rent and any Additional Rent as herein provided, and
performs the covenants hereof, Lessor shall do nothing to affect Lessee’s right
to peaceably and quietly have, hold and enjoy the Premises for the Term herein
mentioned, subject to the provisions of this Lease and to any mortgage or deed
of trust to which this Lease shall be subordinate.


          35.
INDEMNITY. Lessee shall indemnify and save harmless Lessor and its
agents against and from (a) any and all claims (i) arising from (x) the conduct
or management by Lessee, its subtenants, licensees, its or their employees,
agents, contractors or invitees on the Demised Premises or of any business
therein, or (y) any work or thing whatsoever done, or any condition created
(other than by Lessor for Lessor’s or Lessee’s account as a result of Lessor’s
willful acts or gross negligence or that of Lessor’s agents or employees) in or
about the Demised Premises during the Term of this Lease or during the period
of time, if any, prior to the Commencement Date that Lessee may have been given
access to the Demised Premises, or (ii) arising from any negligent or otherwise
wrongful act or omission of Lessee or any of its subtenants or licensees or its
or their employees, agents, contractors or invitees, and (b) all costs,
expenses and liabilities incurred in or in connection with each such claim or
action or proceeding brought thereon. In case any action or proceeding be
brought against Lessor by reason of any such claim, Lessee, upon notice from
Lessor, shall resist and defend such action or proceeding. The provisions of
this Section 


36





35 shall
survive the expiration or sooner termination of this Lease.


          36.
RULES OF
CONSTRUCTION/APPLICABLE LAW. Any table of contents, captions, headings
and titles in this Lease are solely for convenience of reference and shall not
affect its interpretation. This Lease shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Lease to be drafted. If any words or phrases in this Lease shall have been
stricken out or otherwise eliminated, whether or not any other words or phrases
have been added, this Lease shall be construed as if the words or phrases so
stricken out or otherwise eliminated were never included in this Lease no
implication or inference shall be drawn from the fact that said words or
phrases were so stricken out or otherwise eliminated. Each covenant, agreement,
obligation or other provision of this Lease on Lessee’s part to be performed,
shall be deemed and construed as a separate and independent covenant of Lessee,
not dependent on any other provision of this Lease. All terms and words used in
this Lease, regardless of the number or gender in which they are used, shall be
deemed to include any other number and any other gender as the context may
require. This Lease shall be governed and construed in accordance with the laws
of the State of New Jersey (excluding New Jersey conflict of laws) and by the
State courts of New Jersey. If any of the provisions of this Lease, or the
application thereof to any person or circumstances, shall to any extent be
invalid or unenforceable, the remainder of this Lease, or the application of
such provision or provisions to persons or circumstances other than those as to
whom or which it is held invalid or unenforceable, shall not be affected
thereby, and every provision of this Lease shall be valid and enforceable to
the fullest extent permitted by law.


          37.
APPLICABILITY TO
HEIRS AND ASSIGNS. The provisions of this Lease shall apply to, bind and
inure to the benefit of Lessor and Lessee, and their respective heirs,
successors, legal representatives and assigns. It is understood that the term
“Lessor” as used in this Lease means only the owner, a mortgagee in possession
or a term lessee of the Building, so that in the event of any sale of the
Building or of any lease thereof, or if a mortgagee shall take possession of
the Premises, the Lessor named herein shall be and hereby is entirely freed and
relieved of all covenants and obligations of Lessor hereunder accruing
thereafter, and it shall be deemed without further agreement that the
purchaser, the term lessee of the Building, or the mortgagee in possession has
assumed and agreed to carry out any and all covenants and obligations of Lessor
hereunder.


          38.
PARKING. Lessor
agrees that Lessee, its employees, agents, permitted subtenants, customers and
invitees shall be entitled, in the aggregate, to the use of those parking
spaces as 


37





enumerated on
the Reference Page, from time to time, as, when and where available in the
parking areas appurtenant to the Building. Lessor hereby expressly reserves the
right, from time to time: to change the area, level, location and arrangement
of the parking areas; to build multi-story parking facilities; to restrict
parking by tenants and to the occupants of the Building and their employees,
agents, permitted subtenants, customers and invitees; to enforce parking
charges (by operation of meters or otherwise); and to close temporarily all or
any portion of the parking areas or other common areas for the purpose of
making repairs or changes thereto and to discourage non-customer parking. If
any vehicle of Lessee, or of any subtenant, licensee, or concessionaire, or of
their respective officers, agents or employees, is parked in any part of the
Common Facilities other than the employee parking areas) designated therefor by
Lessor, Lessee shall pay to Lessor such reasonable penalty as may be fixed by
Lessor from time to time. All amounts due under the provisions of this Section
shall be deemed to be Additional Rent. Lessee agrees promptly to execute
Lessor’s standard parking agreement if, as and when promulgated by Lessor for
use in connection with the Building, provided that Lessee shall have been
provided with a copy of such agreement. Lessor reserves the right to reassign
covered parking to comparable facilities in connection with any modification to
the Building, Complex or Parcel permitted pursuant to this Lease. Nothing
contained herein shall be deemed to impose any obligation on Lessor to police
the parking area.


          39.
LESSOR’S
EXCULPATION. Lessor shall not be liable to Lessee for any loss suffered
by Lessee under any circumstances, including, but not limited to (i) that
arising from the negligence of Lessor, its agents, servants, invitees,
contractors or subcontractors, or from defects, errors or omissions in the
construction or design of the Premises and/or the Building and/or the Complex
and/or the Parcel including the structural and nonstructural portions thereof;
or (ii) for loss of or injury to Lessee or to Lessee’s property or that for
which Lessee is legally liable from any cause whatsoever, including but not
limited to theft or burglary; or (iii) for that which results from or is incidental to the furnishing of or
failure to furnish or the interruption in connection with the furnishing of any
service which Lessor is obligated to furnish pursuant to this Lease; or (iv)
for that which results from any inspection, repair, alteration or addition or
the failure thereof undertaken or failed to be undertaken by Lessor; or (v) for
any interruption to Lessee’s business, however occurring. The aforesaid
exculpatory Section is to induce the Lessor, in its judgment, to avoid or
minimize covering risks which are better quantified and covered by Lessee
either through insurance (or self-insurance or combinations thereof if
specifically permitted pursuant to this Lease), thereby permitting potential
cost savings in connection with the Operating Costs borne by Lessee pursuant to
Section 25.


38





          40.
COMMISSION. Lessee represents and warrants to Lessor that the Broker, as
defined on the Reference Page, is the sole broker with whom Lessee has
negotiated in bringing about this Lease and Lessee agrees to indemnify and hold
Lessor and its mortgagee(s) harmless from any and all claims of other brokers
and expenses in connection therewith arising out of or in connection with the negotiation
of or the entering into this Lease by Lessor and Lessee. In no event shall
Lessor’s mortgagee(s) have any obligation to any broker involved in this
transaction. In the event that no broker was involved as aforesaid, then Lessee
represents and warrants to the Lessor that no broker brought about this
transaction, and Lessee agrees to indemnify and hold Lessor harmless from any
and all claims of any brokers arising out of or in connection with the
negotiations of or the entering into this Lease by Lessee and Lessor.


          41.
RECORDATION. Lessee shall not record this Lease or a short form
memorandum hereof without the prior written consent of Lessor. If Lessee does record this
Lease or a short form memorandum without the prior written consent of Lessor,
it shall be considered a default under the Lease entitling the Lessor to
terminate the Lessee’s occupancy.


          42.
NO OPTION. The submission of this Lease Agreement for examination does
not constitute a reservation of, or option for, the Premises, and this Lease
Agreement becomes effective as a Lease Agreement only upon execution and
delivery thereof by Lessor and Lessee.


          43. DEFINITIONS. (A) Affiliate. Affiliate
shall mean any corporation related to Lessee as a parent, subsidiary or brother-sister
corporation so that such corporation and such party or such corporation and
such party and other corporations constitute a controlled group as determined
under Section 1563 of the Internal Revenue Code of 1986, as amended and as
elaborated by the Treasury Regulations promulgated thereunder or any business
entity in which Lessee has more than a fifty (500) percent interest.


                    (B)
Business Days and
Building Hours. As
used in this Lease, the “Business Days” and the “Building Hours” shall be
Monday through Friday, 8:00 a.m. to 6:00 p.m., and on Saturdays from 8:00 a.m.
to 1:00 p.m., excluding those Federal and/or State holidays observed by the
employees of Lessor, except that Common Facilities lighting in the Building,
the Complex and Parcel shall be maintained for such additional hours as, in
Lessor’s sole judgment, is necessary or desirable to insure proper operation of
the Building, the Complex and Parcel.


                    (C)
Common Facilities.
Common Facilities shall include, by way of example and not by way of
limitation, the parking areas; ingress and egress areas to the Complex; lobby;


39






[DIAGRAM
OMITTED] 


40





elevator(s);
public hallways; public lavatories; all other general Building or Complex
facilities that service all Building tenants; air conditioning rooms; fan
rooms; janitors’ closets; electrical closets; telephone closets; elevator
shafts and machine rooms; flues; stacks; pipe shafts and vertical ducts with
their enclosing walls. Lessee’s use of those Common Facilities not open to all
tenants is subject to Lessor’s consent which may be denied for any reason.
Lessor may at any time close temporarily any of the Common Facilities to make
repairs or changes therein or to effect construction, repairs or changes within
the Building, Complex or Parcel, or to discourage non-tenant parking or to
prevent the dedication of the same, and may do such other acts in and to any of
the Common Facilities as in its judgment may be desirable to improve the
convenience thereof but shall always in connection therewith endeavor to
minimize any inconvenience to Lessee.


                    (D)
Force Majeure. Force Majeure shall mean and include those situations
beyond either party’s control, including by way of example and not by way of limitation,
acts of God; accidents; repairs; strikes; shortages of labor, supplies or
materials; inclement weather; or, where applicable, the passage of time while
waiting for an adjustment of insurance proceeds. Any time limits required to be
met by either party hereunder, whether specifically made subject to Force
Majeure or not, except those related to the payment of Term Fixed Basic Rent or
Additional Rent and except as to the time periods set forth in Section 27,
shall, unless specifically stated to the contrary elsewhere in this Lease, be
automatically extended by the number of days by which any performance called
for is delayed due to Force Majeure.


                    (E)
Lessee’s Percentage. The parties agree that Lessee’s Percentage, as
defined on the Reference Page, reflects and will be continually adjusted to
reflect the sum arrived at by dividing the gross square feet of the area rented
to Lessee (including an allocable share of all Common Facilities) as set forth
in Section 1 [the numerator], plus any additional gross square footage leased
from time to time pursuant to this Lease, by the total number of gross square
feet of the Complex (or additional buildings that may be constructed within the
Parcel), [the denominator], measured outside wall to outside wall less five
(50) percent vacancy allowance of the Complex. Lessor shall have the right to
make changes or revisions in the Common Facilities of the Building or Complex
so as to provide additional leasing area. Lessor shall also have the right to construct
additional buildings in the Parcel for such purposes as Lessor may deem
appropriate and subdivide the lands for that purpose if necessary, and upon so
doing, the Parcel shall become the subdivided lot on which the Building in
which the Demised Premises is located. If any service provided for in
Subsection 25(A) or any utility provided for in Subsection 25(B) is


41





separately
billed or separately metered within the Building or within the Complex, then
the square footage so billed or metered shall be deemed vacant and if
applicable subject to the Occupancy Adjustment set forth in Subsection 25(H).
Lessee understands that as a result of changes in the layout of the Common
Facilities from time to time occurring due to, by way of example and not by way
of limitation, the rearrangement of corridors, the aggregate of all tenant
Building proportionate shares or complex proportionate shares may be equal to,
less than or greater than one hundred (100%) percent.


          44.
LEASE
COMMENCEMENT. Notwithstanding anything contained herein to the contrary,
if Lessor, for any reason whatsoever, including Lessor’s negligence, cannot
deliver possession of the Premises as provided for in Subsection 29(A) to
Lessee at the commencement of the agreed Term as set forth in Section 2, this
Lease shall not be void or voidable, nor shall Lessor be liable to Lessee for
any loss or damage resulting therefrom, but in that event, the Lease Term shall
be for the full Term as specified above to commence from and after the date Lessor
shall have delivered possession of the Premises to Lessee or from the date
Lessor would have delivered possession of the Premises to Lessee but for
Lessee’s failure to timely supply to Lessor such drawings and/or information
required by Exhibit C or for any other reason attributable to Lessee (herein
the “Commencement Date”) and to terminate midnight of the Termination Date, and
if requested by Lessor, Lessor and Lessee shall, by a writing signed by the
parties, ratify and confirm said commencement and termination dates. Nothing
contained herein shall be deemed to modify the commencement of the Lease Term
as set forth in Section 2 and Lessee’s obligations hereunder if Lessor is
unable to deliver the Demised Premises on the Commencement Date by reason of Lessee’s
failure to comply with the requirements of Subsection 29(B).


          45.
NOTICES. Any
notice by either party to the other shall be in writing and shall be deemed to
have been duly given only if (a) delivered personally or (b) sent by registered
mail or certified mail in a postpaid envelope or by regulated carrier service
with return receipt or (c) sent by nationally recognized overnight courier
service such as Federal Express, addressed if to Lessee, at the above-described
Building, with copy to Friedman & Harfenist, 3000 Marcus Avenue, Suite 2E1,
Lake Success, New York 11042, Attention: Russell C. Friedman, Esq.; if
to Lessor, at Lessor’s address as set forth above, with copy to Dollinger &
Dollinger, P.A., Mack-Cali Centre II, One Mack Centre Drive, Paramus, New
Jersey 07652-3906, Attention: Martin E. Dollinger, Esq.; or to either at such
other address as Lessee or Lessor, respectively, may designate in writing.
Notice shall be deemed to have been duly given upon its receipt or rejection as
evidenced by a bill of lading or return receipt or upon delivery if personally
served.


42






Exhibit A-1 to
Lease dated 2/17/00 Between Continental Investors, L.P. (“Landlord”) and
Wave2Wave Communications Inc. (“Tenant”)


This
site plan is intended only to show the general layout of the property or a part
thereof. Landlord reserves the right to alter, vary, add to or omit in whole or
in part any structures, measurements and distances are approximate. this plan
is not to be scaled.


[DIAGRAM
OMITTED]


43





          46.
ACCORD AND SATISFACTION. No payment by Lessee or receipt by Lessor of a
lesser amount than the Monthly Fixed Basic Rent and Additional Rent payable
hereunder shall be deemed to be other than a payment on account of the earliest
stipulated Monthly Fixed Basic Rent and Additional Rent, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment for Fixed Basic Rent or Additional Rent be deemed an accord and
satisfaction, and Lessor may accept such check or payment without prejudice to
Lessor’s right to recover the balance of such Fixed Basic Rent and Additional
Rent or pursue any other remedy provided herein or by law.


          47.
EFFECT OF WAIVERS. No failure by Lessor to insist upon the strict
performance of any covenant, agreement, term or condition of this Lease, or to
exercise any right or remedy consequent upon a breach thereof, and no
acceptance of full or partial Monthly Fixed Basic Rent or Additional Rent
during the continuance of any such breach, shall constitute a waiver of any
such breach or of such covenant, agreement, term or condition. No consent or
waiver, express or implied, by Lessor to or of any breach of any covenant,
condition or duty of Lessee shall be construed as a consent or waiver to or of any
other breach of the same or any other covenant, condition or duty, unless in
writing signed by Lessor.


          48.
LESSOR’S RESERVED RIGHT. Lessor and Lessee acknowledge that the Premises
are in a Building and Complex which are not open to the general public. Access
to the Building or Complex is restricted to Lessor, Lessee, their agents,
employees and contractors and to their invited visitors. In the event of a
labor dispute including a strike, picketing, informational or associational
activities directed at Lessee or any other tenant, Lessor reserves the right
unilaterally to alter Lessee’s ingress and egress to the Building or Complex or
make any other change in operating conditions to restrict pedestrian, vehicular
or delivery ingress and egress to a particular location.


          49.
RELOCATION BY LESSEE. Lessor hereby reserves the right, at its sole
expense and on at least ninety (90) days’ prior written notice, to require
Lessee to move from the Premises to other space within the Complex of comparable
size and decor in order to permit Lessor to consolidate the space leased to
Lessee with any other space leased or to be leased provided, however, that in
the event of receipt of any such notice, Lessee, by written notice to Lessor,
may elect not to move to the other space and in lieu thereof terminate this
Lease effective sixty (60) days after the date of the original notice of
relocation by Lessor. In the event Lessee elects to terminate as aforesaid,
Lessor shall have the option to withdraw its exercise of the relocation option.
In the event of any such relocation, Lessor will pay all expenses of preparing
and decorating the new premises so that they will be substantially similar to
the 


44





Premises from
which Lessee is moving and Lessor will also pay the expense of moving Lessee’s
furniture and equipment to the relocated premises. In such event, this Lease
and each and all of the terms, covenants and conditions hereof, shall remain in
full force and effect and thereupon be deemed applicable to such new space
except that the description of the Premises shall be revised and if applicable
Lessee’s Percentage shall likewise be revised.


          50.
CORPORATE
AUTHORITY. If Lessee is a corporation, Lessee represents and warrants
that this Lease and the undersigned’s execution of this Lease has been duly
authorized and approved by the corporation’s Board of Directors. The
undersigned officers and representatives of the corporation executing this
Lease on behalf of the corporation represent and warrant that they are officers
of the corporation with authority to execute this Lease on behalf of the
corporation, and within fifteen (15) days of execution hereof, Lessee will
provide Lessor with a corporate resolution confirming the aforesaid.


          51.
NUMBER AND GENDER.
The terms “Lessor” and “Lessee” or any pronoun used in place thereof
shall indicate and include Landlord and Tenant, the masculine or feminine, the
singular or plural number, individuals, firms or corporations, and their and
each of their respective successors, executors, administrators and permitted
assigns, according to the context hereof. In any case, where this Lease is
signed by more than one person, the obligations hereunder shall be joint and
several.


          52.
LESSEE
RESTRICTION. Lessee acknowledges that it has been advised by Lessor that
Lessor shall be precluded from permitting leases in the Building or Complex to
any cafeteria/restaurant operation including take-out service, coffee wagon
service, delivery service and/or catering service, and Lessee agrees that
Lessor’s refusal to consent to any sublease or assignment proposed by Lessee to
any of the aforesaid entities shall not be considered unreasonable.


          53.
GOVERNMENT
REQUIREMENTS. In the event of the imposition of Federal, State, or local
governmental control, rules, regulations, or restrictions on the use or
consumption of energy or other utilities or with respect to any other aspect of
this Lease during the Term, both Lessor and Lessee shall be bound thereby. In
the event of a difference in interpretation of any governmental control, rule,
regulation or restriction between Lessor and Lessee, the interpretation of
Lessor shall prevail, and Lessor shall have the right to enforce compliance,
including the right of entry into the Premises to effect compliance.


          54.
YEAR 2000
COMPLIANCE. The Lessor and Lessee acknowledge the existence of what is
commonly referred to as the Year 2000 problem. Lessor shall endeavor to ensure
that all 


45





Computer
Controlled Facility Components are Year 2000 Compliant by, among other things,
seeking written confirmation from the component and/or systems manufacturer and
taking such other measures to prevent and/or mitigate any Year 2000 problems,
all as part of the Operating Costs for the Building, Complex and Parcel and
chargeable as such as Additional Rent as provided for in this Lease.


	
  

 	
  

 
	
  

 	
           (A)
 Computer Controlled Facility Components refers to software driven technology
 and embedded microchip technology. This includes, but is not limited to,
 programmable thermostats, HVAC controllers, elevator controllers, utility
 monitoring and control systems, fire detection and suppression systems,
 alarms, security systems and any other Building control systems utilizing
 microcomputer, minicomputer, or programmable logic controllers.

 
	
  

 	
  

 
	
  

 	
           (B)
 Year 2000 Compliant means Computer Controlled Facility Components that
 accurately process date/time data (including, but not limited to,
 calculating, comparing and sequencing) from, into, and between the twentieth
 and twenty-first centuries and the years 1999 and 2000 and leap year
 calculations.

 
	
  

 	
  

 
	
  

 	
           (C)
 Lessee acknowledges that Lessor relies upon the manufacturer of said Computer
 Controlled Facility.
 Components and/or systems to ensure that they are Year 2000 Compliant
 and that Lessor cannot and does not warrant or represent that said components
 and/or systems will in fact be Year 2000 Compliant. Lessee hereby waives any
 claim against Lessor, to include but not be limited to, any business
 interruption claim, property damage claim or constructive eviction claim
 resulting from any failure of said Computer Controlled Facility Components
 and/or systems to be Year 2000 Compliant.

 



          55.
RENT CONCESSION. Provided
Lessee is not in default and notwithstanding anything contained herein to the
contrary, Lessee shall be entitled to a Term Fixed Basic Rent abatement in the
amount of Eight Thousand Seven Hundred Eighty-Seven and 51/100 ($8,787.51)
Dollars per month, or a proportionate part thereof in the event the Lease
commences on a day other than the first day of the month, up to an aggregate
total amount of Thirty-Five Thousand One Hundred Fifty and 05/100 ($35,150.05)
Dollars, said concession to be applied against the installments of Monthly
Fixed Basic Rent due pursuant to this Lease for the first (1st) through fourth
(4th) months of the Term (herein “Concession Period”). The entire Fixed Basic
Rent otherwise due and payable during the Concession Period shall become
immediately due and 


46





payable to the
Lessor upon the occurrence of an event of default under the Lease.


          56.
ANTENNA. Provided Lessor shall have the continued ability to lawfully
allow other tenants or itself the right to install roof top antennas or other
communication devices, Lessee shall have the right to install, at its sole cost
and expense, one (1) antenna on the roof of the Building, which antenna shall
not exceed ten (10’) feet in height, said antenna to not display any name, logo
or identity, and to be installed in compliance with any and all necessary
governmental approvals. Lessee shall be responsible for any damage caused to
Lessor’s Building in connection with said antenna and indemnifies and holds
Lessor harmless from all direct and indirect costs, expenses, and claims
resulting therefrom. Lessor shall designate a satisfactory Building location,
method of annexation and installer for said antenna. Lessee agrees not to
interfere with other radio transmission or reception equipment properly located
at the Building. If Lessee should cause such interference, Lessee shall cease
its operation and, at its sole cost and expense, immediately take the necessary
and appropriate action to eliminate and correct such interference before
resuming operation. Such corrective action may include, but not be limited to,
Lessor’s relocation of the antenna and any related equipment, the cost of which
Lessee shall pay to Lessor, as Additional Rent, within ten (10) days of
Lessee’s receipt of a bill therefor. Upon the expiration or sooner termination
of the Term of this Lease, Lessee, at Lessor’s option, shall remove said
antenna and repair all injury done by or in connection with the installation or
removal of said antenna.


          57.
LIMITATION OF LESSOR’S LIABILITY. Notwithstanding anything to the
contrary provided in this Lease, it is specifically understood and agreed, such
agreement being a primary consideration for the execution of this Lease by
Lessor, that there shall be absolutely no personal liability on the part of
Lessor, its constituent members (to include but not be limited to officers,
directors, partners and trustees), their respective successors, assigns or any
mortgagee in possession (for the purposes of this Section, collectively
referred to as “Lessor”), with respect to any of the terms, covenants and
conditions of this Lease, and that Lessee shall look solely to the equity of
Lessor in the Building for the satisfaction of each and every remedy of Lessee
in the event of any breach by Lessor of any of the terms, covenants and
conditions of this Lease to be performed by Lessor, such exculpation of
liability to be absolute and without any exceptions whatsoever. A deficit
capital account of any portion in Lessor shall not be deemed an asset or
property of 


47





Lessor. The
foregoing limitation of liability shall be noted in any judgment secured
against Lessor and in the judgment index.


          IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the
day and year first above written.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 WAVE 2 WAVE
 COMMUNICATIONS INC., Lessee

 	
  

 	
 CONTINENTAL
 INVESTORS, L.P., Lessor

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 BY:

 	
 BERGEN OF
 HACKENSACK, INC., 

 General Partner

 
	
  

 	
  

 	
  

 	
  

 
	
 By: /s/ Steven Asman

 	
  

 	
  

 	
 By: /s/
 David K. Barwat

 
	

 


 	
  

 	
  

 	
  

 	

 


 	
  

 
	
 Name: Steven
 Asman

 	
  

 	
  

 	
 Name: David
 K. Barwat

 
	
 Title: President

 	
  

 	
  

 	
 Title: Vice
 President

 
	
 Dated:
 2/17/00

 	
  

 	
  

 	
 Dated:
 2/17/00

 


48