Agreement of Lease between SLG Graybar Sublease LLC and Xenomics Inc.


    
       

       

       

      
        

        

      

       

       

      AGREEMENT
        OF LEASE

      


      


      between

      


      SLG
        GRAYBAR SUBLEASE LLC

      


      


      Landlord

      


      


      and

      


      


      XENOMICS,
        INC. 

      


      


      Tenant

      


      


      Dated
        as of June 30, 2004

      


      


      


      Room
        1701

      420
        Lexington Avenue

      New
        York, New York

       

       

      
        

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

      


      
        
          	
                  TABLE
                    OF CONTENTS

                	
                  I

                
	 	 	
                   

                
	
                  ARTICLE
                    1

                	
                  DEMISE;
                    PREMISES AND PURPOSE

                	
                  2

                
	 	 	 
	
                  ARTICLE
                    2

                	
                  TERM

                	
                  3

                
	 	 	 
	
                  ARTICLE
                    3

                	
                  RENT
                    AND ADDITIONAL RENT

                	
                  3

                
	 	 	 
	
                  ARTICLE
                    4

                	
                  ASSIGNMENT/SUBLETTING

                	
                  3

                
	 	 	 
	
                  ARTICLE
                    5

                	
                  DEFAULT

                	
                  9

                
	 	 	 
	
                  ARTICLE
                    6

                	
                  RELETTING,
                    ETC.

                	
                  10

                
	 	 	 
	
                  ARTICLE
                    7

                	
                  LANDLORD
                    MAY CURE DEFAULTS

                	
                  11

                
	 	 	 
	
                  ARTICLE
                    8

                	
                  ALTERATIONS

                	
                  11

                
	 	 	 
	
                  ARTICLE
                    9

                	
                  LIENS

                	
                  14

                
	 	 	 
	
                  ARTICLE
                    10

                	
                  REPAIRS

                	
                  14

                
	 	 	 
	
                  ARTICLE
                    11

                	
                  FIRE
                    OR OTHER CASUALTY

                	
                  15

                
	 	 	 
	
                  ARTICLE
                    12

                	
                  END
                    OF TERM

                	
                  16

                
	 	 	 
	
                  ARTICLE
                    13

                	
                  SUBORDINATION
                    AND ESTOPPEL, ETC.

                	
                  16

                
	 	 	 
	
                  ARTICLE
                    14

                	
                  CONDEMNATION

                	
                  18

                
	 	 	 
	
                  ARTICLE
                    15

                	
                  REQUIREMENTS
                    OF LAW

                	
                  19

                
	 	 	 
	
                  ARTICLE
                    16

                	
                  CERTIFICATE
                    OF OCCUPANCY

                	
                  19

                
	 	 	 
	
                  ARTICLE
                    17

                	
                  POSSESSION

                	
                  20

                
	 	 	 
	
                  ARTICLE
                    18

                	
                  QUIET
                    ENJOYMENT

                	
                  20

                
	 	 	 
	
                  ARTICLE
                    19

                	
                  RIGHT
                    OF ENTRY

                	
                  20

                
	 	 	 
	
                  ARTICLE
                    20

                	
                  INDEMNITY

                	
                  21

                
	 	 	 
	
                  ARTICLE
                    21

                	
                  LANDLORD'S
                    LIABILITY, ETC.

                	
                  21

                
	 	 	 
	
                  ARTICLE
                    22

                	
                  CONDITION
                    OF PREMISES

                	
                  22

                
	 	 	 
	
                  ARTICLE
                    23

                	
                  CLEANING

                	
                  23

                
	 	 	 
	
                  ARTICLE
                    24

                	
                  JURY
                    WAIVER

                	
                  24

                
	 	 	 
	
                  ARTICLE
                    25

                	
                  NO
                    WAIVER, ETC.

                	
                  24

                
	 	 	 
	
                  ARTICLE
                    26

                	
                  OCCUPANCY
                    AND USE BY TENANT

                	
                  25

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE
                    27

                	
                  NOTICES

                	
                  25

                
	 	 	 
	
                  ARTICLE
                    28

                	
                  WATER

                	
                  26

                
	 	 	 
	
                  ARTICLE
                    29

                	
                  SPRINKLER
                    SYSTEM

                	
                  26

                
	 	 	 
	
                  ARTICLE
                    30

                	
                  HEAT,
                    ELEVATOR, ETC.

                	
                  26

                
	 	 	 
	
                  ARTICLE
                    31

                	
                  SECURITY
                    DEPOSIT

                	
                  27

                
	 	 	 
	
                  ARTICLE
                    32

                	
                  TAX
                    ESCALATION

                	
                  28

                
	 	 	 
	
                  ARTICLE
                    33

                	
                  RENT
                    CONTROL

                	
                  30

                
	 	 	 
	
                  ARTICLE
                    34

                	
                  SUPPLIES

                	
                  31

                
	 	 	 
	
                  ARTICLE
                    35

                	
                  AIR
                    CONDITIONING

                	
                  31

                
	 	 	 
	
                  ARTICLE
                    36

                	
                  SHORING

                	
                  33

                
	 	 	 
	
                  ARTICLE
                    37

                	
                  EFFECT
                    OF CONVEYANCE, ETC.

                	
                  33

                
	 	 	 
	
                  ARTICLE
                    38

                	
                  RIGHTS
                    OF SUCCESSORS AND ASSIGNS

                	
                  33

                
	 	 	 
	
                  ARTICLE
                    39

                	
                  CAPTIONS

                	
                  33

                
	 	 	 
	
                  ARTICLE
                    40

                	
                  BROKERS

                	
                  34

                
	 	 	 
	
                  ARTICLE
                    41

                	
                  ELECTRICITY

                	
                  34

                
	 	 	 
	
                  ARTICLE
                    42

                	
                  LEASE
                    SUBMISSION

                	
                  38

                
	 	 	 
	
                  ARTICLE
                    43

                	
                  INSURANCE

                	
                  39

                
	 	 	 
	
                  ARTICLE
                    44

                	
                  SIGNAGE

                	
                  41

                
	 	 	 
	
                  ARTICLE
                    45

                	
                  RIGHT
                    TO RELOCATE

                	
                  42

                
	 	 	 
	
                  ARTICLE
                    46

                	
                  FUTURE
                    CONDOMINIUM CONVERSION

                	
                  43

                
	 	 	 
	
                  ARTICLE
                    47

                	
                  MISCELLANEOUS

                	
                  43

                
	 	 	 
	
                  ARTICLE
                    48

                	
                  COMPLIANCE
                    WITH LAW

                	
                  43

                
	 	 	 
	
                  RULES
                    AND REGULATIONS

                	
                  45

                


        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      INDEX
        OF DEFINED TERMS

      


      
        	
                TERM

              	
                PAGE

              
	
                Additional
                  Rent

              	
                2

              
	
                Alterations

              	
                10

              
	
                Base
                  Tax Year

              	
                27

              
	
                Brokers

              	
                33

              
	
                Building

              	
                1

              
	
                Building
                  Cleaning Contractor

              	
                23

              
	
                Building
                  Project

              	
                27

              
	
                Commencement
                  Date

              	
                2

              
	
                Comparative
                  Year

              	
                27

              
	
                Cooling
                  Season

              	
                31

              
	
                Declaration

              	
                42

              
	
                Delivery
                  Personnel

              	
                1

              
	
                Designated
                  Agent

              	
                3

              
	
                ERIF

              	
                33

              
	
                excess
                  electricity

              	
                35

              
	
                Existing
                  HVAC Equipment

              	
                31

              
	
                Expiration
                  Date

              	
                2

              
	
                Fixed
                  Annual Rent

              	
                2

              
	
                HVAC
                  System

              	
                31

              
	
                Landlord

              	
                1

              
	
                Landlord’s
                  Electrical Consultant

              	
                34

              
	
                Landlord’s
                  Relocation Work

              	
                41

              
	
                Landlord’s
                  Restoration Work

              	
                13

              
	
                Landlord’s
                  Work

              	
                22

              
	
                Lease

              	
                1

              
	
                Leaseback
                  Area

              	
                4

              
	
                Ordinary
                  Business Hours

              	
                34

              
	
                Ordinary
                  Equipment

              	
                34

              
	
                Premises

              	
                1

              
	
                Real
                  Estate Taxes

              	
                28

              
	
                Recapture
                  Date

              	
                4

              
	
                Relocation
                  Effective Date

              	
                41

              
	
                Relocation
                  Notice

              	
                41

              
	
                Relocation
                  Space

              	
                41

              
	
                Rent

              	
                2

              
	
                Security

              	
                27

              
	
                Supplemental
                  Systems

              	
                31

              
	
                Tenant

              	
                1

              
	
                Tenant
                  Cleaning Services

              	
                23

              
	
                Tenant’s
                  Recapture Offer

              	
                4

              
	
                Tenant’s
                  Share

              	
                27

              
	
                Term

              	
                2

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      LEASE
        (this “Lease”)
        made as of the ____ day of June 2004 between SLG Graybar Sublease LLC, a
        New
        York limited liability company having an office c/o SL Green Realty Corp.,
        at
        420 Lexington Avenue, New York, New York, 10170, hereinafter referred to
        as
        "Landlord", and Xenomics, Inc., a _______________ corporation, having an
        office
        located at 420 Lexington Avenue, New York, New York, hereinafter referred
        to as
        "Tenant".

      


      


      W I T N E S S E T H

      


      Landlord
        and Tenant, in
        consideration of the mutual agreements herein contained and other good and
        valuable consideration, the receipt and sufficiency of which is hereby
        acknowledged, hereby
        covenant and agree as follows:

      


      


      ARTICLE
        1 

      


      DEMISE;
        PREMISES AND PURPOSE

      


      1.01   
        Landlord
        hereby leases and demises to Tenant, and Tenant hereby hires and takes from
        Landlord, those certain Premises located on and comprising a rentable portion
        of
        the seventeenth (17th) floor designated as Room 1701, approximately as indicated
        by hatch marks on the plan annexed hereto and made a part hereof as “Exhibit A”
        (the “Premises”)
        in the building known as and located at 420 Lexington Avenue, New York, New
        York
        (the “Building”)
        subject to the provisions of this Lease.

      


      1.02   
        The
        Premises shall be used and occupied for executive and general office use
        consistent with that found in Class “A” high-rise office buildings located in
        midtown Manhattan only and for no other purpose. 

      


      1.03   
        Neither
        the Premises, nor the halls, corridors, stairways, elevators or any other
        portion of the Building shall be used by the Tenant or the Tenant's servants,
        employees, licensees, invitees or visitors in connection with the aforesaid
        permitted use or otherwise so as to cause any unreasonable congestion of
        the
        public portions of the Building or the entranceways, sidewalks or roadways
        adjoining the Building whether by trucking or by the congregating or loitering
        thereon of the Tenant and/or the servants, employees, licensees, invitees
        or
        visitors of the Tenant.

      


      1.04   
        Tenant
        shall not permit messengers, delivery personnel or other individuals providing
        such services to Tenant (“Delivery
        Personnel”)
        to: (i) assemble, congregate or to form a line outside of the Premises or
        the
        Building or otherwise impede the flow of pedestrian traffic outside of the
        Premises or Building or (ii) park or otherwise leave bicycles, wagons or
        other
        delivery carts outside of the Premises or the Building except in locations
        outside of the Building designated by Landlord from time-to-time. Tenant
        shall
        require that all Delivery Personnel to comply with reasonable and
        nondiscriminatory rules promulgated by Landlord from time-to-time regarding
        the
        use of outside messenger services.

      


      
        
          
          

        

        
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            2
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      ARTICLE
        2 

      


      TERM

      


      2.01   
        The
        Premises are leased for a term of approximately seven (7) years (the
        "Term")
        which shall commence on September 15, 2004 (the “Commencement
        Date”)
        and shall end on the 30th day of September, 2011 (the “Expiration
        Date”)
        or on such earlier date upon which the Term shall expire, be canceled or
        terminated pursuant to any of the conditions or covenants of this Lease or
        pursuant to law.

      


      


      ARTICLE
        3 

      


      RENT
        AND ADDITIONAL RENT

      


      3.01   
        Tenant
        shall pay fixed annual rent without electricity (the “Fixed
        Annual Rent”)
        at the rates provided for in the schedule annexed hereto and made a part
        hereof
        as “Exhibit B” in equal monthly installments in advance on the first
        (1st)
        day of each calendar month during the Term, except that the first (1st)
        monthly installment of Fixed Annual Rent shall be paid by Tenant upon its
        execution of this Lease. All sums other than Fixed Annual Rent payable hereunder
        shall be deemed to be "Additional
        Rent"
        and shall be payable on demand, unless other payment dates are hereinafter
        provided. Tenant shall pay all Fixed Annual Rent and Additional Rent due
        hereunder at the office of Landlord or such other place as Landlord may
        designate, payable in United States legal tender, by cash, or by good and
        sufficient check drawn on a New York City bank which is a member of the New
        York
        Clearing House or a successor thereto, and without any set off or deduction
        whatsoever. The term "Rent"
        as used in this Lease shall mean Fixed Annual Rent and Additional Rent. Landlord
        may apply payments made by Tenant towards the payment of any item of Fixed
        Annual Rent and/or Additional Rent payable hereunder notwithstanding any
        designation by Tenant as to the items against which any such payment should
        be
        credited.

      


      


      ARTICLE
        4 

      


      ASSIGNMENT/SUBLETTING

      


      4.01   
        Neither
        Tenant nor Tenant's legal representatives or successors in interest by operation
        of law or otherwise, shall assign, mortgage or otherwise encumber this Lease,
        or
        sublet or permit all or part of the Premises to be used by others, without
        the
        prior written consent of Landlord in each instance. The transfer of a majority
        of the issued and outstanding capital stock of any corporate tenant or sublessee
        of this Lease or a majority of the total interest in any partnership tenant
        or
        sublessee or company, however accomplished, and whether in a single transaction
        or in a series of related or unrelated transactions, the conversion of a
        tenant
        or sublessee entity to either a limited liability company or a limited liability
        partnership or the merger or consolidation of a corporate tenant or sublessee,
        shall be deemed an assignment of this Lease or of such sublease. If

       

      
        
          
          

        

        
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            3
            -

          
            

          

        

        
          
          

        

      

       

      this
        Lease is assigned, or if the Premises or any part thereof is underlet or
        occupied by anybody other than Tenant, Landlord may, after default by Tenant,
        collect rent from the assignee, undertenant or occupant, and apply the net
        amount collected to the rent herein reserved, but no assignment, underletting,
        occupancy or collection shall be deemed a waiver of the provisions hereof,
        the
        acceptance of the assignee, undertenant or occupant as tenant, or a release
        of
        Tenant from the further performance by Tenant of covenants on the part of
        Tenant
        herein contained. The consent by Landlord to an assignment or underletting
        shall
        not in any way be construed to relieve Tenant from obtaining the express
        consent
        in writing of Landlord to any further assignment or underletting. In no event
        shall any permitted sublessee assign or encumber its sublease or further
        sublet
        all or any portion of its sublet space, or otherwise suffer or permit the
        sublet
        space or any part thereof to be used or occupied by others, without Landlord's
        prior written consent in each instance. A modification, amendment or extension
        of a sublease shall be deemed a sublease. The listing of the name of a party
        or
        entity other than that of Tenant on the Building or floor directory or on
        or
        adjacent to the entrance door to the Premises shall neither grant such party
        or
        entity any right or interest in this Lease or in the Premises nor constitute
        Landlord's consent to any assignment or sublease to, or occupancy of the
        Premises by, such party or entity. If any lien is filed against the Premises
        or
        the Building of which the same form a part for brokerage services claimed
        to
        have been performed for Tenant in connection with any such assignment or
        sublease, whether or not actually performed, the same shall be discharged
        within
        ten (10) days thereafter, at Tenant's expense, by filing the bond required
        by
        law, or otherwise, and paying any other necessary sums, and Tenant agrees
        to
        indemnify Landlord and its agents and hold them harmless from and against
        any
        and all claims, losses or liability resulting from such lien for brokerage
        services rendered. For a period not to exceed ninety (90) days from Landlord’s
        receipt of notice from Tenant that Tenant seeks to locate or otherwise identify
        a proposed subleasee or assignee for all or a portion of the Premises, or
        any
        revision or modification of such notice, Tenant hereby grants Landlord’s rental
        agent for the Building, or such other licensed real estate broker as shall
        be
        designated by Landlord from time-to-time (the “Designated
        Agent”),
        the sole and exclusive right to effect any sublet, assignment, release and
        other
        disposition of all or any part of the demised Premises and any other space
        Tenant has under lease elsewhere in the Building (provided, however, that
        Tenant
        acknowledges and agrees that such Designated Agent from time to time may
        be
        obligated to endeavor to rent competitive space available in the Building
        on
        behalf of and pursuant to the instructions of Landlord or another tenant
        of the
        Building)
        and Tenant shall pay to such Designated Agent upon execution of each such
        sublease, assignment, release or other disposition a commission computed
        in
        accordance with such Designated Agent’s standard rates and rules then in effect
        for the locality in which the Building is located.

      


      4.02   
        If
        Tenant desires to assign this Lease or to sublet all or any portion of the
        Premises other than pursuant to Section 4.09 hereof, it shall first submit
        in
        writing to Landlord the documents described in Section 4.06 hereof, and shall
        offer in writing (“Tenant’s
        Recapture Offer”),
        (i) with respect to a prospective assignment, to assign this Lease to Landlord
        without any payment of moneys or other consideration therefor, or, (ii) with
        respect to a prospective subletting, to sublet to Landlord the portion of
        the
        Premises involved (“Leaseback
        Area")
        for the term specified by Tenant in its proposed sublease or, at Landlord's
        option for the balance of the term of the Lease less one (1) day, and at
        the
        lower of (a) Tenant's proposed subrental or (b) the rate of Fixed Annual
        Rent
        and Additional Rent, and otherwise on the same terms, covenants and conditions
        (including provisions relating to escalation rents), as are contained herein
        and
        as are

       

      
        
          
          

        

        
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            4
            -

          
            

          

        

        
          
          

        

      

       

      allocable
        and applicable to the portion of the Premises to be covered by such subletting.
        Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be
        made available to Landlord, which date shall be in no event earlier than
        forty-five (45) days nor later than ninety (90) days following the acceptance
        of
        Tenant’s Recapture Offer (the “Recapture
        Date”).
        If an offer of sublease is made, and if the proposed sublease will result
        in all
        or substantially all of the Premises being sublet, then Landlord shall have
        the
        option to extend the term of its proposed sublease for the balance of the
        term
        of this Lease less one (1) day. Landlord shall have a period of forty-five(45)
        days from the receipt of such Tenant’s Recapture Offer to either accept or
        reject Tenant’s Recapture Offer or to terminate this Lease. 

      


      4.03.   
        If
        Landlord exercises its option to terminate this Lease, then (i) the term
        of this
        Lease shall end at the election of Landlord either (x) on the date that such
        assignment or sublet was to become effective or commence, as the case may
        be, or
        (y) on the Recapture Date and (ii) Tenant shall surrender to Landlord and
        vacate
        the Premises on or before such date in the same condition as is otherwise
        required upon the expiration of this Lease by its terms, (iii) the Rent and
        Additional Rent due hereunder shall be paid and apportioned to such date,
        and
        (iv) Landlord shall be free to lease the Premises (or any portion thereof)
        to
        any individual or entity including, without limitation, Tenant’s proposed
        assignee or subtenant.

      


      4.04.   
        If
        Landlord shall accept Tenant’s Recapture Offer (i) Tenant shall then execute and
        deliver to Landlord, or to anyone designated or named by Landlord, an assignment
        or sublease, as the case may be, in either case in a form reasonably
        satisfactory to Landlord's counsel; and (ii) Tenant, on demand, shall pay
        to
        Landlord or its managing agent (as Landlord shall elect) an amount equal
        to the
        brokerage commissions if any, which would have been otherwise incurred by
        Tenant
        but for Landlord's accepting Tenant’s Recapture Offer.

      


      If
        a sublease is so made it shall expressly:

      


      (i)       
        permit
        Landlord to make further subleases of all or any part of the Leaseback Area
        and
        (at no cost or expense to Tenant) to make and authorize any and all changes,
        alterations, installations and improvements in such space as
        necessary;

      


      (ii)       
        provide
        that Tenant will at all times permit reasonably appropriate means of ingress
        to
        and egress from the Leaseback Area;

      


      (iii)      
        negate
        any intention that the estate created under such sublease be merged with
        any
        other estate held by either of the parties;

      


      (iv)     
        provide
        that Landlord shall accept the Leaseback Area "as is" except that Landlord,
        at
        Tenant's expense, shall perform all such work and make all such alterations
        as
        may be required physically to separate the Leaseback Area from the remainder
        of
        the Premises and to permit lawful occupancy, it being intended that Tenant
        shall
        have no other cost or expense in connection with the subletting of the Leaseback
        Area;

      


      (v)     
        provide
        that at the expiration of the term of such sublease Tenant will accept the
        Leaseback Area in its then existing condition, subject to the obligations
        of
        Landlord to make

       

      
        
          
          

        

        
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            5
            -

          
            

          

        

        
          
          

        

      

       

      such
        repairs thereto as may be necessary to preserve the Leaseback Area in good
        order
        and condition, ordinary wear and tear excepted.

         

      4.05   
        Landlord
        shall indemnify and save Tenant harmless from all obligations under this
        Lease
        as to the Leaseback Area during the period of time it is so sublet, except
        for
        Fixed Annual Rent and Additional Rent, if any, due under the within Lease,
        which
        are in excess of the rents and additional sums due under such sublease. Subject
        to the foregoing, performance by Landlord, or its designee, under a sublease
        of
        the Leaseback Area shall be deemed performance by Tenant of any similar
        obligation under this Lease and any default under any such sublease shall
        not
        give rise to a default under a similar obligation contained in this Lease,
        nor
        shall Tenant be liable for any default under this Lease or deemed to be in
        default hereunder if such default is occasioned by or arises from any act
        or
        omission of the tenant under such sublease or is occasioned by or arises
        from
        any act or omission of any occupant holding under or pursuant to any such
        sublease. Notwithstanding anything contained to the contrary in this Lease,
        at
        the end of the Term, Tenant shall not be obligated for the cost of or for
        the
        physical removal of any alterations made in the Leaseback Area by Landlord
        or
        Landlord’s subtenants. 

      


      4.06   
        Whether
        or not Landlord’s consent is required to a specific assignment or sublease,
        Tenant shall submit in writing to Landlord (i) the name and address of the
        proposed assignee or sublessee, (ii) a fully negotiated terms sheet, including
        all of the material term of the agreement and not subject to further negotiation
        of the proposed agreement of assignment or sublease, (iii) reasonably
        satisfactory information as to the nature and character of the business of
        the
        proposed assignee or sublessee and as to the nature of its proposed use of
        the
        space, and (iv) banking, financial or other credit information relating to
        the
        proposed assignee or sublessee reasonably sufficient to enable Landlord to
        determine the financial responsibility and character of the proposed assignee
        or
        sublessee.

      


      4.07.   
        If
        Landlord shall not have accepted Tenant’s Recapture Offer and Landlord shall not
        have terminated this Lease, as provided for in Section 4.02 hereof, then
        Landlord will not unreasonably withhold or delay its consent to Tenant's
        request
        for consent to such specific assignment or subletting for the use permitted
        under this Lease within the forty-five (45) day period as provided in Section
        4.02 of this Article, provided that:

      


      (i)       
        The
        Premises shall not, without Landlord's prior consent, have been listed or
        otherwise publicly advertised for assignment or subletting at a rental rate
        lower than the higher of (a) the Fixed Annual Rent and all Additional Rent
        then
        payable, or (b) the then prevailing rental rate for other space in the Building
        the foregoing will not, however, prevent Tenant from actually subleasing
        or
        assigning the Premises for less than (a) the Fixed Annual Rent and all
        Additional Rent then payable, or (b) the then prevailing rental rate for
        other
        space in the Building, pursuant to the terms of this Lease;

      


      (ii)       
        The
        proposed assignee or subtenant shall have a financial standing, be of a
        character, be engaged in a business, and propose to use the Premises, in
        a
        manner consistent with the permitted use and in keeping with the standards
        of
        the Building;

       

      
        
          
          

        

        
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            6
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      (iii)    
          The
        proposed assignee or subtenant shall not then be a tenant, subtenant, assignee
        or occupant of any space in the Building, nor shall the proposed assignee
        or
        subtenant be a person or entity who has dealt with Landlord or Landlord's
        agent
        (directly or through a broker) with respect to space in the Building during
        the
        three (3) months immediately preceding Tenant's request for Landlord's consent
        and provided that there is then no other comparable space available for leasing
        in the Building;

      


      (iv)     
        The
        character of the business to be conducted in the Premises by the proposed
        assignee or subtenant shall not be likely to increase, by more than a de
        minimus
        amount, operating expenses or the burden on existing cleaning services,
        elevators or other services and/or systems of the Building;

      


      (v)      
        In
        case of a subletting, the subtenant shall be expressly subject to all of
        the
        obligations of Tenant under this Lease and the further condition and restriction
        that such sublease shall not be assigned, encumbered or otherwise transferred
        or
        the Premises further sublet by the subtenant in whole or in part, or any
        part
        thereof suffered or permitted by the subtenant to be used or occupied by
        others,
        without the prior written consent of Landlord in each instance;

      


      (vi)     
        No
        subletting shall end later than one (1) day before the Expiration Date nor
        shall
        any subletting be for a term of less than two (2) years unless it commences
        less
        than two (2) years before the Expiration Date;

      


      (vii)    
        At
        no time shall there be more than two (2) occupants, including Tenant, in
        the
        Premises;

      


      (viii)   
        Tenant
        shall reimburse Landlord on demand for any reasonable costs, including
        attorneys' fees and disbursements, that may be incurred by Landlord in
        connection with said assignment or sublease;

      


      (ix)    
        The
        character of the business to be conducted in the Premises by the proposed
        assignee or subtenant shall not require any alterations, installations,
        improvements, additions or other physical changes (other than changes to
        signage) to be performed, or made to, any portion of the Building or the
        Real
        Property other than the Premises; and

      


      (x)     
        The
        proposed assignee or subtenant shall not be any entity which is entitled
        to
        diplomatic or sovereign immunity or which is not subject to service of process
        in the State of New York or to the jurisdiction of the courts of the State
        of
        New York and the United States located in New York County.

      


      4.08   
        Any
        consent of Landlord under this Article shall be subject to the terms of this
        Article and conditioned upon there being no default by Tenant, beyond any
        grace
        period, under any of the terms, covenants and conditions of this Lease at
        the
        time that Landlord's consent to any such subletting or assignment is requested
        and on the date of the commencement of the term of any proposed sublease
        or the
        effective date of any proposed assignment. Tenant acknowledges and agrees
        that
        no assignment or subletting shall be effective unless and until Tenant, upon
        receiving any necessary Landlord's written consent (and unless it was
        theretofore delivered to

       

      
        
          
          

        

        
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      Landlord)
        causes a duly executed copy of the sublease or assignment to be delivered
        to
        Landlord within ten (10) days after execution thereof. Any such sublease
        shall
        provide that the sublessee shall comply with all applicable terms and conditions
        of this Lease to be performed by the Tenant hereunder. Any such assignment
        of
        this Lease shall contain an assumption by the assignee of all of the terms,
        covenants and conditions of this Lease to be performed by the
        Tenant.

      


      4.09.   
        A.   
        Anything
        hereinabove contained to the contrary notwithstanding, Landlord’s consent shall
        not be required and Landlord’s right of recapture and/or termination, as
        otherwise provided for in this Article 4, shall not apply in the event of
        an
        assignment of this Lease, or sublease of all or part of the Premises, to
        the
        parent of Tenant or to a wholly-owned subsidiary or affiliate of Tenant or
        of
        said parent of Tenant, provided that the net worth of transferor or sublessor,
        after such transaction, is not less than its net worth as of (a) the
        Commencement Date or (b) the day immediately prior to such transaction,
        whichever is greater, and provided also that Landlord receives prior written
        notice thereof including reasonable supporting documentation regarding all
        of
        the foregoing and finally provided that any such transaction complies with
        the
        other provisions of this Article . 

      


      B.   
        Anything
        hereinabove contained to the contrary notwithstanding, Landlord’s consent shall
        not be required and Landlord’s right of recapture and/or termination, as
        otherwise provided for in this Article 4, shall not apply in the event of
        an
        assignment of this Lease, or sublease of all or part of the Premises, to
        any
        corporation (i) to which substantially all the assets of Tenant are transferred
        or (ii) into which Tenant may be merged or consolidated, provided that the
        net
        worth, experience and reputation of such transferee or of the resulting or
        surviving corporation, as the case may be, is equal to or greater than the
        net
        worth experience and reputation of Tenant and of any guarantor of this Lease
        (if
        applicable) immediately prior to such transfer and provided, also, that any
        such
        transaction complies with the other provisions of this Article.

      


      4.10   
        If
        Landlord shall not have accepted Tenant’s Recapture Offer hereunder and Landlord
        has not elected to terminate this Lease, and Tenant effects any assignment
        or
        subletting (other than pursuant to Section 4.09 above), then Tenant thereafter
        shall pay to Landlord a sum equal to fifty (50%) percent of (a) any rent
        or
        other consideration payable to Tenant by any subtenant (after deducting the
        cost
        of Tenant, if any, in effecting the subletting or assignment, for reasonable
        alteration costs, advertising expenses, brokerage commissions and legal fees)
        which is in excess of the rent allocable to the subleased space which is
        then
        being paid by Tenant to Landlord pursuant to the terms hereof, and (b) any
        other
        profit or gain realized by Tenant (after deducting the cost of Tenant, if
        any,
        in effecting the subletting or assignment, for reasonable alteration costs,
        advertising expenses, brokerage commissions and legal fees not previously
        deducted above) from any such subletting or assignment. The foregoing amounts
        shall be payable to Landlord only if, as and when, the same are received
        by
        Tenant from said assignee or sublessee.

      


      4.11.   
        In
        no event shall Tenant be entitled to make, nor shall Tenant make, any claim,
        and
        Tenant hereby waives any claim, for money damages (nor shall Tenant claim
        any
        money damages by way of set-off, counterclaim or defense) based upon any
        claim
        or assertion by Tenant that Landlord has unreasonably withheld or unreasonably
        delayed its consent or approval to

       

      
        
          
          

        

        
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      a
        proposed assignment or subletting as provided for in sections 4.02 and 4.07
        of
        this Article. Tenant's sole remedy shall be an action or proceeding to enforce
        any such provision, or for specific performance, injunction or declaratory
        judgment.

      


      4.12   
        Notwithstanding
        anything to the contrary herein contained, Tenant shall be permitted to license
        up to twenty five (25%) percent of the Premises for “desk space for uses
        permitted under this Lease only, provided that (i) any such offices or
        workstations do not have separate entrances to the public corridor, (ii)
        Landlord is delivered advance notice of each such licensing including, without
        limitation, the name, address and bank references of each such licensee and
        the
        material terms and conditions of each such license, and (iii) each such license
        otherwise complies with the provisions of this Lease.

      


      ARTICLE
        5 

      


      DEFAULT

      


      5.01   
        Landlord
        may terminate this Lease on five (5) days' notice: (a) if Fixed Annual Rent
        or
        Additional Rent is not paid within five (5) days after written notice from
        Landlord; or (b) if Tenant shall have failed to cure a default in the
        performance of any covenant of this Lease (except the payment of Rent), or
        any
        rule or regulation hereinafter set forth, within fifteen (15) days after
        written
        notice thereof from Landlord, or if default cannot be completely cured in
        such
        time, if Tenant shall not promptly proceed to cure such default within said
        fifteen (15) days, or shall not complete the curing of such default with
        due
        diligence; or (c) when and to the extent permitted by law, if a petition
        in
        bankruptcy shall be filed by or against Tenant or if Tenant shall make a
        general
        assignment for the benefit of creditors, or receive the benefit of any
        insolvency or reorganization act; or (d) if a receiver or trustee is appointed
        for any portion of Tenant's property and such appointment is not vacated
        within
        twenty-five (25) days; or (e) if an execution or attachment shall be issued
        under which the Premises shall be taken or occupied or attempted to be taken
        or
        occupied by anyone other than Tenant; or (f) if the Premises become and remain
        deserted for a period of fifteen (15) days; or (g) if Tenant shall default
        beyond any grace period under any other lease between Tenant and Landlord.
        At
        the expiration of the five (5) day notice period, this Lease and any rights
        of
        renewal or extension thereof shall terminate as completely as if that were
        the
        date originally fixed for the expiration of the Term of this Lease, but Tenant
        shall remain liable as hereinafter provided.

      


      5.02   
        In
        the event that Tenant is in arrears for Fixed Annual Rent or any item of
        Additional Rent, Tenant waives its right, if any, to designate the items
        against
        which payments made by Tenant are to be credited and Landlord may apply any
        payments made by Tenant to any items which Landlord in its sole discretion
        may
        elect irrespective of any designation by Tenant as to the items against which
        any such payment should be credited.

      


      5.03   
        Tenant
        shall not seek to remove and/or consolidate any summary proceeding brought
        by
        Landlord with any action commenced by Tenant in connection with this Lease
        or
        Tenant's use and/or occupancy of the Premises.

       

      
        
          
          

        

        
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      5.04   
        In
        the event of a default by Landlord hereunder, no property or assets of Landlord,
        or any principals, shareholders, officers, directors, partners or members
        of
        Landlord, whether disclosed or undisclosed, other than the Building in which
        the
        Premises are located and the land upon which the Building is situated, shall
        be
        subject to levy, execution or other enforcement procedure for the satisfaction
        of Tenant's remedies under or with respect to this Lease, the relationship
        of
        Landlord and Tenant hereunder or Tenant's use and occupancy of the
        Premises.

      


      ARTICLE
        6 

      


      RELETTING,
        ETC.

      


      6.01   
        If
        Landlord shall re-enter the Premises on the default of Tenant, by summary
        proceedings or otherwise: (a) Landlord may re-let the Premises or any part
        thereof, as Tenant's agent, in the name of Landlord, or otherwise, for a
        term
        shorter or longer than the balance of the term of this Lease, and may grant
        concessions or free rent; (b) Tenant shall pay Landlord any deficiency between
        the rent hereby reserved and the net amount of any rents collected by Landlord
        for the remaining term of this Lease, through such re-letting. Such deficiency
        shall become due and payable monthly, as it is determined. Landlord shall
        have
        no obligation to re-let the Premises, and its failure or refusal to do so,
        or
        failure to collect rent on re-letting, shall not affect Tenant's liability
        hereunder. In computing the net amount of rents collected through such
        re-letting, Landlord may deduct all expenses incurred in obtaining possession
        or
        re-letting the Premises, including legal expenses and fees, brokerage fees,
        the
        cost of restoring the Premises to good order, and the cost of all alterations
        and decorations deemed necessary by Landlord to effect re-letting. In no
        event
        shall Tenant be entitled to a credit or repayment for rerental income which
        exceeds the sums payable by Tenant hereunder or which covers a period after
        the
        original term of this Lease; (c) Tenant hereby expressly waives any right
        of
        redemption granted by any present or future law. "Re-enter" and "re-entry"
        as
        used in this Lease are not restricted to their technical legal meaning. In
        the
        event of a breach or threatened breach of any of the covenants or provisions
        hereof, Landlord shall have the right of injunction. Mention herein of any
        particular remedy shall not preclude Landlord from any other available remedy;
        (d) Landlord shall recover as liquidated damages, in addition to accrued
        rent
        and other charges, if Landlord's re-entry is the result of Tenant's bankruptcy,
        insolvency, or reorganization, the full rental for the maximum period allowed
        by
        any act relating to bankruptcy, insolvency or reorganization.

      


      6.02   
        If
        Landlord re-enters the Premises for any cause, or if Tenant abandons the
        Premises, or after the expiration of the term of this Lease, any property
        left
        in the Premises by Tenant shall be deemed to have been abandoned by Tenant,
        and
        Landlord shall have the right to retain or dispose of such property in any
        manner without any obligation to account therefor to Tenant. If Tenant shall
        at
        any time default hereunder, and if Landlord shall institute an action or
        summary
        proceeding against Tenant based upon such default in which Landlord prevails,
        then Tenant will reimburse Landlord for the legal expenses and fees thereby
        incurred by Landlord.

      


      
        
          
          

        

        
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      ARTICLE
        7 

      


      LANDLORD
        MAY CURE DEFAULTS

      


      7.01   
        If
        Tenant shall default in performing any covenant or condition of this Lease
        after
        notice and beyond any applicable cure period, Landlord may perform the same
        for
        the account of Tenant, and if Landlord, in connection therewith, or in
        connection with any default by Tenant, makes any expenditures or incurs any
        obligations for the payment of money, including but not limited to reasonable
        attorney's fees, such sums so paid or obligations incurred shall be deemed
        to be
        Additional Rent hereunder, and shall be paid by Tenant to Landlord within
        fifteen (15) days of rendition of any bill or statement therefor, and if
        Tenant's lease term shall have expired at the time of the making of such
        expenditures or incurring of such obligations, such sums shall be recoverable
        by
        Landlord as damages.

      


       

      ARTICLE
        8 

      


      ALTERATIONS

      


      8.01   
        Tenant
        shall make no alteration, addition or improvement in the Premises, without
        the
        prior written consent of Landlord which consent shall not be unreasonably
        withheld, conditioned or delayed, and then only by contractors or mechanics
        and
        in such manner and time, and with such materials, as reasonably approved
        by
        Landlord. All alterations, additions or improvements to the Premises, including
        air-conditioning equipment and duct work, except movable office furniture
        (including movable partitions) and trade equipment installed at the expense
        of
        Tenant, shall, unless Landlord elects otherwise in writing, become the property
        of Landlord, and shall be surrendered with the Premises, at the expiration
        or
        sooner termination of the term of this Lease. Any such alterations, additions
        and improvements which Landlord shall designate at the time Landlord grants
        its
        consent to the installation of same shall be removed by Tenant and any damage
        repaired, at Tenant's expense, prior to the expiration of this Lease.
        Notwithstanding anything contained herein to the contrary, Tenant shall not
        be
        required to obtain Landlord’s prior written consent or approval for any
        nonstructural, purely decorative, interior improvements to the Premises
        (including painting, carpeting or the installation of wall coverings) provided,
        however that said improvements do not consist of changes or modifications
        to any
        Building plumbing, electrical, air conditioning or other Building wide systems.
        

      


      8.02   
        Anything
        hereinabove to the contrary notwithstanding, Landlord will not unreasonably
        withhold or delay approval of written requests of Tenant to make nonstructural
        interior alterations (which are not purely decorative as described in Article
        8.01 above), additions and improvements (herein referred to as "Alterations")
        in the Premises, provided that such Alterations do not affect utility services
        or plumbing and electrical lines or other systems of the Building and do
        not
        affect and are not visible from any portion of the Building outside of the
        Premises. All Alterations shall be performed in accordance with the following
        conditions:

      


      (i)       
        Prior
        to the commencement of any Alterations costing more than $15,000.00, Tenant
        shall first submit to Landlord for its approval detailed
        dimensioned

       

      
        
          
          

        

        
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      coordinated
        plans and specifications, including layout, architectural, mechanical,
        electrical, plumbing and structural drawings for each proposed Alteration.
        Landlord shall be given, in writing, a good description of all other
        Alterations. 

      


      (ii)      
        All
        Alterations in and to the Premises shall be performed in a good and workmanlike
        manner and in accordance with the Building’s rules and regulations governing
        Tenant Alterations. Prior to the commencement of any such Alterations, Tenant
        shall, at its sole cost and expense, obtain and exhibit to Landlord any
        governmental permit required in connection with such Alterations. In order
        to
        compensate Landlord for its general conditions and the costs incurred by
        Landlord in connection with Tenant’s performance of Alterations in and/or to the
        Premises (including, without limitation, the costs actually incurred by Landlord
        and paid to independent third parties in connection with the coordination
        of
        Alterations which may affect systems or services of the Building or portions
        of
        the Building outside of the Premises), Tenant shall pay to Landlord a fee
        equal
        to five (5%) percent of the cost of such Alterations, however, notwithstanding
        anything contained herein to the contrary, the aforementioned fee shall not
        exceed the sum of $1,500.00 for any such single plan for Alterations. Such
        fee
        shall be paid by Tenant as Additional Rent hereunder within ten (10) days
        following receipt of an invoice therefor. 

      


      (iii)     
        All
        Alterations shall be done in compliance with all other applicable provisions
        of
        this Lease and with all applicable laws, ordinances, directions, rules and
        regulations of governmental authorities having jurisdiction, including, without
        limitation, the Americans with Disabilities Act of 1990 and New York City
        Local
        Law No. 57/87 and similar present or future laws, and regulations issued
        pursuant thereto, and also New York City Local Law No. 76 and similar present
        or
        future laws, and regulations issued pursuant thereto, on abatement, storage,
        transportation and disposal of asbestos and other hazardous materials, which
        work, if required, shall be effected at Tenant's sole cost and expense, by
        contractors and consultants approved by Landlord and in strict compliance
        with
        the aforesaid rules and regulations and with Landlord's rules and regulations
        thereon. Any changes required by Tenant’s p[articular manner of use of the
        Premises (as opposed to general office use) shall be paid for by Tenant.
        

      


      (iv)     
        All
        work shall be performed by duly licensed and insured professionals whose
        presence at the Premises or the Building will not result in any labor unrest,
        dispute, slowdown, strike or disharmony whatsoever by labor rendering or
        scheduled to render services at or within, or delivering goods or materials
        to
        the Building, in which event Tenant shall immediately and permanently cease
        its
        use of the professional(s) whose presence at the Premises or the Building
        was
        the basis for such unrest, slowdown or strike. Notwithstanding anything
        contained herein to the contrary, if the use by Tenant of any contractor,
        subcontractor, vendor, supplier or any other party causes or threatens to
        cause
        or create any work stoppage, picketing, labor disruption, dispute or disharmony
        of any nature whatsoever, Tenant shall immediately discontinue the use of
        such
        party and take such other remedial measures as may be necessary in order
        to
        restore labor harmony.

      


      (v)     
        Tenant
        shall keep the Building and the Premises free and clear of all liens for
        any
        work or material claimed to have been furnished to Tenant or to the Premises.
        

      


      (vi)    
        Prior
        to the commencement of any work by or for Tenant, Tenant shall furnish to
        Landlord certificates evidencing the existence of the following
        insurance:

       

      
        
          
          

        

        
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      (a)   
        Workmen's
        compensation insurance covering all persons employed for such work and with
        respect to whom death or bodily injury claims could be asserted against
        Landlord, Tenant or the Premises.

      


      (b)   
        Broad
        form general liability insurance written on an occurrence basis naming Tenant
        as
        an insured and naming Landlord and its designees as additional insureds,
        with
        limits of not less than $3,000,000 combined single limit for personal injury
        in
        any one occurrence, and with limits of not less than $500,000 for property
        damage (the foregoing limits may be revised from time to time by Landlord
        to
        such higher limits as Landlord from time to time reasonably requires). Tenant,
        at its sole cost and expense, shall cause all such insurance to be maintained
        at
        all time when the work to be performed for or by Tenant is in progress. All
        such
        insurance shall be obtained from a company authorized to do business in New
        York
        and shall provide that it cannot be canceled without thirty (30) days prior
        written notice to Landlord. All polices, or certificates therefor, issued
        by the
        insurer and bearing notations evidencing the payment of premiums, shall be
        delivered to Landlord. Blanket coverage shall be acceptable, provided that
        coverage meeting the requirements of this paragraph is assigned to Tenant's
        location at the Premises.

      


      (vii)     
        In
        granting its consent to any Alteration, Landlord may impose such conditions
        as
        to guarantee of completion (including, without limitation, requiring Tenant
        to
        temporarily post additional security or a bond to insure the completion of
        such
        Alterations, payment, restoration or otherwise), as Landlord may reasonably
        require. 

      


      (viii)    
        All
        work to be performed by Tenant shall be done in a manner which will not
        interfere with or disturb other tenants and occupants of the
        Building.

      


      (xi)     
        The
        review and/or approval by Landlord, its agents, consultants and/or contractors,
        of any Alteration or of plans and specifications therefor and the coordination
        of such Alteration work with the Building, as described in part above, are
        solely for the benefit of Landlord, and neither Landlord nor any of its agents,
        consultants or contractors shall have any duty toward Tenant; nor shall Landlord
        or any of its agents, consultants and/or contractors be deemed to have made
        any
        representation or warranty to Tenant, or have any liability, with respect
        to the
        safety, adequacy, correctness, efficiency or compliance with laws of any
        plans
        and specifications, Alterations or any other matter relating thereto.


      


      (x)      
        Promptly
        following the substantial completion of any Alterations, Tenant shall submit
        to
        Landlord: (a) one (1) sepia and one (1) copy on floppy disk (using a current
        version of Autocad or such other similar software as is then commonly in
        use) of
        final, “as-built” plans for the Premises showing all such Alterations and
        demonstrating that such Alterations were performed substantially in accordance
        with plans and specifications first approved by Landlord and (b) an itemization
        of Tenant’s total construction costs, detailed by contractor, subcontractors,
        vendors and materialmen; bills, receipts, lien waivers and releases from
        all
        contractors, subcontractors, vendors and materialmen; architects' and Tenant's
        certification of completion, payment and acceptance, and all governmental
        approvals and confirmations of completion for such Alterations.

      


      
        
          
          

        

        
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      ARTICLE
        9 

      


      LIENS

      


      9.01   
        Prior
        to commencement of its work in the Premises, Tenant shall obtain and deliver
        to
        Landlord a written letter of authorization, in form satisfactory to Landlord's
        counsel, signed by all architects, engineers and designers to become involved
        in
        such work, which shall confirm that any of their drawings or plans are to
        be
        removed from any filing with governmental authorities on request of Landlord,
        in
        the event that said architect, engineer or designer thereafter no longer
        is
        providing services with respect to the Premises. With respect to contractors,
        subcontractors, materialmen and laborers, and architects, engineers and
        designers, for all work or materials to be furnished to Tenant at the Premises,
        Tenant agrees to obtain and deliver to Landlord written and unconditional
        waiver
        of mechanics liens upon the Premises or the Building after payments to the
        contractors, etc., subject to any then applicable provisions of the Lien
        Law.
        Notwithstanding the foregoing, Tenant at its expense shall cause any lien
        filed
        against the Premises or the Building, for work or materials claimed to have
        been
        furnished to Tenant, to be discharged of record within ten (10) days after
        notice thereof.

      


      


      ARTICLE
        10 

      


      REPAIRS

      


      10.01  
        Tenant
        shall take good care of the Premises and the fixtures and appurtenances therein,
        and shall make all non-structural repairs necessary to keep them in good
        working
        order and condition, and all structural repairs when those are necessitated
        by
        the act, omission, carelessness, improper conduct or negligence of Tenant
        or its
        agents, employees, invitees or contractors, subject to the provisions of
        Article
        11 hereof. During the term of this Lease, Tenant may have the use of any
        air-conditioning equipment servicing the Premises, subject to the provisions
        of
        Article 35 of this Lease, and shall reimburse Landlord, in accordance with
        Article 41 of this Lease, for electricity consumed by the equipment. The
        exterior walls and roofs of the Building, the mechanical rooms, service closets,
        shafts, areas above any hung ceiling and the windows and the portions of
        all
        window sills outside same are not part of the Premises demised by this Lease,
        and Landlord hereby reserves all rights to such parts of the Building. Tenant
        shall not paint, alter, drill into or otherwise change the appearance of
        the
        windows including, without limitation, the sills, jambs, frames, sashes,
        and
        meeting rails.

      


      10.02   
        Landlord
        shall maintain and repair the structural portions of the Building and all
        Building systems and equipment up to the point of entry to the Premises,
        at its
        cost and expense, except where the need for such maintenance or repairs is
        caused by the negligence or willful misconduct of Tenant, its members, partners,
        directors, officers, employees, representatives, servants, invitees, permitted
        subtenant or permitted licensees, in which event such maintenance and repair
        shall be performed at Tenant’s cost and expense, payable as additional rent
        hereunder.

       

      
        
          
          

        

        
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      ARTICLE
        11 

      


      FIRE
        OR OTHER CASUALTY

      


      11.01   
        Damage
        by fire or other casualty to the Building and to the core and shell of the
        Premises (excluding the tenant improvements and betterments and Tenant's
        personal property) shall be repaired with due diligence at the expense of
        Landlord (“Landlord’s
        Restoration Work”),
        but without prejudice to the rights of subrogation, if any, of Landlord's
        insurer to the extent not waived herein. Landlord shall not be required to
        repair or restore any of Tenant's property or any alteration, installation
        or
        leasehold improvement made by Tenant in and/or to the Premises. If, as a
        result
        of such damage to the Building or to the core and shell of the Premises,
        the
        Premises are rendered untenantable, the Rent shall abate in proportion to
        the
        portion of the Premises not usable by Tenant from the date of such fire or
        other
        casualty until Landlord’s Restoration Work is substantially completed. Landlord
        shall not be liable to Tenant for any delay in performing Landlord’s Restoration
        Work, for so long as Landlord proceeds in a diligently and in a commercially
        reasonable manner Tenant's sole remedy being the right to an abatement of
        Rent,
        as provided above. Tenant shall cooperate with Landlord in connection with
        the
        performance by Landlord of Landlord’s Restoration Work. If the Premises are
        rendered wholly untenantable by fire or other casualty and if Landlord shall
        decide not to restore the Premises, or if the Building shall be so damaged
        that
        Landlord shall decide to demolish it or not to rebuild it (whether or not
        the
        Premises have been damaged), Landlord may within ninety (90) days after such
        fire or other cause give written notice to Tenant of its election that the
        term
        of this Lease shall automatically expire no less than ten (10) days after
        such
        notice is given. Notwithstanding the foregoing, each party shall look first
        to
        any insurance in its favor before making any claim against the other party
        for
        recovery for loss or damage resulting from fire or other casualty, and to
        the
        extent that such insurance is in force and collectible and to the extent
        permitted by law, Landlord and Tenant each hereby releases and waives all
        right
        of recovery against the other or any one claiming through or under each of
        them
        by way of subrogation or otherwise. The foregoing release and waiver shall
        be in
        force only if both releasors' insurance policies contain a clause providing
        that
        such a release or waiver shall not invalidate the insurance and also, provided
        that such a policy can be obtained without additional premiums. Tenant hereby
        expressly waives the provisions of Section 227 of the Real Property Law and
        agrees that the foregoing provisions of this Article shall govern and control
        in
        lieu thereof.

      


      11.02   
        In
        the event that the Premises has been damaged or destroyed and this Lease
        has not
        been terminated in accordance with the provisions of this Article, Tenant
        shall
        (i) cooperate with Landlord in the restoration of the Premises and shall
        remove
        from the Premises as promptly as reasonably possible all of Tenant's salvageable
        inventory, movable equipment, furniture and other property and (ii) repair
        the
        damage to the tenant improvements and betterments and Tenant’s personal property
        and restore the Premises within one hundred eighty (180) days following the
        date
        upon which the core and shell of the Premises shall have been substantially
        repaired by Landlord.

      


      11.03.   
        In the event that the Premises and/or access thereto are rendered substantially
        untenantable or unusable, as the case may be, due to fire or other casualty
        during the last year of the Term of this Lease and/or Landlord has not restored
        or repaired the Premises or

       

      
        
          
          

        

        
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      access
        thereto, as the case may be, within one hundred and eighty (180) days after
        such
        fire or casualty then, and in such event, Tenant may elect to cancel this
        Lease
        upon written notice to Landlord within thirty (30) days after the end of
        such
        one hundred and eighty (180) day period and the term of this Lease shall
        expire
        on the date set forth therein which shall be not less than ten (10) days
        after
        the date such notice is given (the "Cancellation Date") provided that Tenant
        surrenders to Landlord possession of the Premises on or before the Cancellation
        Date.

      


      


      ARTICLE
        12 

      


      END
        OF TERM

      


      12.01   
        Tenant
        shall surrender the Premises to Landlord at the expiration or sooner termination
        of this Lease in good order and condition, except for reasonable wear and
        tear
        and damage by fire or other casualty, and Tenant shall remove all of its
        property. Tenant agrees it shall indemnify and save Landlord harmless against
        all costs, claims, loss or liability resulting from delay by Tenant in so
        surrendering the Premises, including, without limitation, any claims made
        by any
        succeeding tenant founded on such delay. The parties recognize and agree
        that
        the damage to Landlord resulting from any failure by Tenant timely to surrender
        the Premises will be substantial, will exceed the amount of monthly Rent
        theretofore payable hereunder, and will be impossible of accurate measurement.
        Tenant therefore agrees that if possession of the Premises is not surrendered
        to
        Landlord within one (1) day after the date of the expiration or sooner
        termination of the Term of this Lease, then Tenant will pay Landlord as
        liquidated damages for each month and for each portion of any month during
        which
        Tenant holds over in the Premises after expiration or termination of the
        Term of
        this Lease, a sum equal to two (2) times the average Rent and Additional
        Rent
        which was payable per month under this Lease during the last six months of
        the
        Term thereof. The aforesaid obligations shall survive the expiration or sooner
        termination of the Term of this Lease. At any time during the Term of this
        Lease, Landlord may exhibit the Premises to prospective purchasers or mortgagees
        of Landlord's interest therein. During the last year of the term of this
        Lease,
        Landlord may exhibit the Premises to prospective tenants.

      


      


      ARTICLE
        13 

      


      SUBORDINATION
        AND ESTOPPEL, ETC.

      


      13.01   
        This
        Lease is and shall be subject and subordinate to all present and future ground
        leases, underlying leases and to all subleases of the entire premises demised
        by
        that certain ground lease (hereinafter referred to as the “Mesne Lease”) dated
        December 30, 1957 and recorded in the office of the Register of the City
        of New
        York in the County of New York on December 31, 1957, in Liber 5024 of
        Conveyances, Page 430 of which the premises hereby demised form a part (the
        Mesne Lease and any or all present and future ground leases underlying leases
        and subleases of the entire premises demised by the Mesne Lease are hereunder
        referred to as the "ground leases" and the lessors and lessees thereunder
        are
        hereinafter referred to respectively as the "ground lessors" and "ground
        lessees" ) and to all renewals, modifications,

       

      
        
          
          

        

        
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      replacements
        and extensions of the ground leases, and to all present and future mortgages
        affecting such ground leases (such mortgages are hereinafter referred to
        as the
        "mortgages" and the mortgagees thereunder are hereinafter referred to as
        the
        "the mortgagees") including, without limitation, that certain Amended and
        Restated Indenture of Leasehold Mortgage, Security Agreement, Financing
        Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits,
        dated as of May 21, 1999 by and between SLG Graybar Mesne Lease LLC and SLG
        Graybar Sublease LLC, as mortgagor, and German American Capital Corporation,
        as
        mortgagee, and to all renewals, modifications, replacements and extensions
        of
        the mortgages.

      


      13.02   
        Notwithstanding
        the subordination of this Lease to all ground leases and mortgages, this
        Lease
        shall not terminate or be terminable by Tenant by reason of the expiration
        or
        earlier termination or cancellation of any ground lease in accordance with
        its
        terms or by reason of the foreclosures of any mortgage, except that this
        lease
        may be terminated if Tenant is named as a party and served with process in
        a
        summary or other proceeding brought by the lessor under the Mesne Lease
        (hereinafter referred to as the "Mesne Lessor") for the possession of the
        premises demised by the Mesne Lease or the space occupied by Tenant, or in
        such
        proceeding brought with the written consent of the Mesne Lessor delivered
        to
        Tenant, and a final order or judgment is entered, and a warrant for possession
        of such space issued and executed against the defendants or respondents in
        such
        proceedings.

      


      13.03   
        Tenant
        agrees that if this Lease terminates, expires or is canceled for any reason
        or
        by any means whatsoever (other than by a summary or other proceeding brought
        by
        the Mesne Lessor or with the Mesne Lessor's written consent delivered to
        Tenant,
        in which summary or other proceeding Tenant is made a party and in which
        a final
        order or judgment is entered and warrant for possession is issued and executed
        against Tenant) and Mesne Lessor or a ground lessor so elects by written
        notice
        to Tenant, this lease shall automatically be reinstated for the balance of
        the
        term which would have remained but for such termination, expiration or
        cancellation, at the same rental, and upon the same agreements, covenants,
        conditions, restrictions and provisions herein contained, with the same rental,
        and upon the same agreements, covenants, conditions, restrictions and provisions
        herein contained, with the same force and effect as if no such termination,
        expiration or cancellation had taken place. Tenant covenants to execute and
        deliver any instrument required to confirm the validity of the foregoing.
        Anything herein contained to the contrary notwithstanding, this lease shall
        not
        be deemed to be automatically reinstated as aforesaid, nor shall Tenant be
        obligated to execute and deliver any instrument confirming such reinstatement,
        if Tenant has delivered to the Mesne Lessor and any ground lessor so electing
        a
        notice that in Tenant's option this lease has so terminated, expired or been
        canceled, and neither the Mesne Lessor nor such other ground lessor has,
        within
        thirty (30) days after receipt of such notice from Tenant, delivered notice
        to
        Tenant of its election automatically to reinstate this lease.

      


      13.04   
        Tenant
        hereby consents to any and all assignment of Landlord's interest in this
        Lease
        to any ground lessor or mortgagee as collateral security for the payment
        of the
        ground rent or monies due under any mortgage. Tenant agrees to attorn to
        and pay
        rent to any such ground lessor's or mortgagee in accordance with the provisions
        of any such assignment.

      


      13.05   
        Tenant
        agrees that no act, or failure to act, on the part of Landlord, which would
        entitle Tenant under the terms of this Lease, or by law to be relieved of
        Tenant's obligations

       

      
        
          
          

        

        
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      hereunder
        or to terminate this lease, shall result in a release or termination of such
        obligations or termination of this lease unless (i) Tenant shall have first
        given written notice of Landlord's act or failure to act to the ground lessors
        under all then existing ground leases of which Tenant has been given prior
        written notice, to all then existing mortgagees who have requested such notice
        from Tenant, and to Midland Loan Services, Inc., as mortgagee, at (i) 10851
        Mastin, Overland Park, Kansas 66210, Attn.: Philip Frost, Vice
        President/Portfolio Management, specifying the act or failure to act on the
        part
        of Landlord which could or would give basis to Tenant's rights and (ii) the
        ground lessors and such mortgagees, after receipt of such notice, have failed
        or
        refused to correct or cure the condition complained of within a reasonable
        time
        thereafter but nothing herein contained shall be deemed to impose any obligation
        on any ground lessor or such mortgagee to correct or cure any such
        condition.

      


      13.06   
        This
        Lease may not be modified or amended so as to reduce the rent, shorten the
        term,
        or otherwise materially affect the rights of Landlord hereunder, or be canceled
        or surrendered except as provided in Section 13.05 this Article without the
        prior written consent in each instance of the ground lessors and of any
        mortgagees whose mortgages shall require such consent. Any such modification,
        agreement, cancellation or surrender made without such prior written consent
        shall be null and void.

      


      13.07   
        From
        time to time, Tenant, on at least ten (10) days' prior written request by
        Landlord, shall deliver to Landlord a statement in writing certifying that
        this
        Lease is unmodified and in full force and effect (or if there shall have
        been
        modifications, that the same is in full force and effect as modified and
        stating
        the modifications) and the dates to which the Rent and other charges have
        been
        paid and stating whether or not Landlord is in default in performance of
        any
        covenant, agreement or condition contained in this Lease and, if so, specifying
        each such default. In the event that Tenant shall fail to execute and deliver
        any such instrument within ten (10) days after written request is made therefor,
        Landlord shall deliver an additional copy (marked “Second Notice”) thereof to
        Tenant. In the event that Tenant, after the second notice, shall thereafter
        fail
        to either (i) execute and deliver any such instrument within ten (10) days
        after
        written request is made therefor or (ii) furnish within ten (10) days after
        written request is made therefor, a bonafide written dispute of the contents
        of
        such instrument, containing proposed remediation language; thereafter failure
        to
        execute any revised subordination within ten (10) days of receipt of written
        request is made therefor, then hereby irrevocably constitutes and appoints
        Landlord as Tenant's attorney-in-fact to execute, acknowledge and deliver
        any
        such statements or certificates for and on behalf of Tenant.

       

      ARTICLE
        14 

      


      CONDEMNATION

      


      14.01   
        If
        the whole or any substantial part of the Premises shall be condemned by eminent
        domain or acquired by private purchase in lieu thereof, for any public or
        quasi-public purpose, this Lease shall terminate on the date of the vesting
        of
        title through such proceeding or purchase, and Tenant shall have no claim
        against Landlord for the value of any unexpired portion of the Term of this
        Lease, nor shall Tenant be entitled to any part of the condemnation award
        or
        private purchase price. If less than a substantial part of the Premises is
        condemned, this Lease shall not terminate, but Rent shall abate in proportion
        to
        the portion of the Premises condemned.

      


      
        
          
          

        

        
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      ARTICLE
        15 

       

      REQUIREMENTS
        OF LAW

      


      15.01   
        Tenant
        at its expense shall comply with all laws, orders and regulations of any
        governmental authority having or asserting jurisdiction over the Premises,
        which
        shall impose any violation, order or duty upon Landlord or Tenant as a result
        of
        Tenant’s particular manner of use or occupancy of the Premises, including,
        without limitation, compliance in the Premises with all City, State and Federal
        laws, rules and regulations on the disabled or handicapped, on fire safety
        and
        on hazardous materials. The foregoing shall not require Tenant to do structural
        work to the Building. Notwithstanding the foregoing, Landlord shall be
        responsible for the cost of curing any violation of law in the Premises,
        existing as a matter of public record as of the commencement of the Term
        of this
        Lease or for which Landlord has had actual knowledge of as of the commencement
        of the term of this Lease. 

      


      15.02   
        Tenant
        shall require every person engaged by him to clean any window in the Premises
        from the outside, to use the equipment and safety devices required by Section
        202 of the Labor Law and the rules of any governmental authority having or
        asserting jurisdiction.

      


      15.03   
        Tenant
        at its expense shall comply with all requirements of the New York Board of
        Fire
        Underwriters, or any other similar body affecting the Premises, and shall
        not
        use the Premises in a manner which shall increase the rate of fire insurance
        of
        Landlord or of any other tenant, over that in effect prior to this Lease.
        If
        Tenant's use of the Premises increases the fire insurance rate, Tenant shall
        reimburse Landlord for all such increased costs. That the Premises are being
        used for the purpose set forth in Article 1 hereof shall not relieve Tenant
        from
        the foregoing duties, obligations and expenses.

      


      


      ARTICLE
        16 

      


      CERTIFICATE
        OF OCCUPANCY

      


      16.01   
        Tenant
        will at no time use or occupy the Premises in violation of the certificate
        of
        occupancy issued for the Building. The statement in this Lease of the nature
        of
        the business to be conducted by Tenant shall not be deemed to constitute
        a
        representation or guaranty by Landlord that such use is lawful or permissible
        in
        the Premises under the certificate of occupancy for the Building.

      


      
        
          
          

        

        
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      ARTICLE
        17 

      


      POSSESSION

      


      17.01   
        If
        Landlord shall be unable to give possession of the Premises on the Commencement
        Date in the condition required by this Lease, because of the retention of
        possession of any occupant thereof, alteration or construction work, or for
        any
        other reason, Landlord shall not be subject to any liability for such failure.
        In such event, this Lease shall stay in full force and effect, without extension
        of its Term. However, the Rent hereunder shall not commence until the Premises
        are available for occupancy by Tenant in the condition required by this Lease,
        as provided in Article 22 of the Lease. If delay in possession is due to
        work,
        changes or decorations being made by or for Tenant other than Landlord’s Work,
        or is otherwise caused by Tenant, there shall be no rent abatement and the
        Rent
        shall commence on the date specified in this Lease. If permission is given
        to
        Tenant to occupy the Premises or other Premises prior to the date specified
        as
        the commencement of the Term, such occupancy shall be deemed to be pursuant
        to
        the terms of this Lease, except that the parties shall separately agree as
        to
        the obligation of Tenant to pay Rent for such occupancy. The provisions of
        this
        Article are intended to constitute an "express provision to the contrary"
        within
        the meaning of Section 223(a), New York Real Property Law.

      


      


      


      ARTICLE
        18 

      


      QUIET
        ENJOYMENT

      


      18.01   
        Landlord
        covenants that if Tenant pays the Rent and performs all of Tenant's other
        obligations under this Lease, Tenant may peaceably and quietly enjoy the
        Premises, subject to the terms, covenants and conditions of this Lease and
        to
        the ground leases, underlying leases and mortgages hereinbefore
        mentioned.

      


      


      ARTICLE
        19 

      


      RIGHT
        OF ENTRY

      


      19.01   
        Tenant
        shall permit Landlord to erect, construct and maintain pipes, conduits and
        shafts in and through the Premises provided that they are concealed, erected
        along perimeter walls wherever possible and are installed in a manner which
        does
        not interfere with Tenant's use of the Premises. Landlord or its agents shall
        have the right to enter or pass through the Premises upon reasonable oral
        notice
        to Tenant at reasonable times and by reasonable force in the event of an
        Emergency Situation without notice to Tenant, by master key and, in the event
        of
        an emergency, by reasonable force or otherwise, to examine the same, and
        to make
        such repairs, alterations or additions as it may deem necessary or desirable
        to
        the Premises or the Building, and to take all material into and upon the
        Premises that may be required therefor. Landlord shall use reasonable efforts
        to
        minimize interference with Tenant’s normal business activities within the
        premises provided, however, that Tenant acknowledges and agrees that all
        work
        shall be performed on normal business days during normal business hours.
        Notwithstanding the foregoing, in the event that Tenant requests that Landlord
        make such repairs, alterations or additions during times other than ordinary
        business hours, and such labor is then available, Tenant shall be responsible
        for the cost of such overtime or premium labor charges as the case may be.
        Such
        entry and work shall not

       

      
        
          
          

        

        
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      constitute
        an eviction of Tenant in whole or in part, shall not be grounds for any
        abatement of rent, and shall impose no liability on Landlord by reason of
        inconvenience or injury to Tenant's business. Landlord shall have the right
        at
        any time, without the same constituting an actual or constructive eviction,
        and
        without incurring any liability to Tenant, to change the arrangement and/or
        location of entrances or passageways, windows, corridors, elevators, stairs,
        toilets, or other public parts of the Building, and to change the designation
        of
        rooms and suites and the name or number by which the Building is
        known.

      


       

      ARTICLE
        20 

      


      INDEMNITY

      


      20.01   
        Tenant
        shall indemnify, defend and save Landlord harmless from and against any
        liability or expense arising from the use or occupation of the Premises by
        Tenant, or anyone on the Premises with Tenant's permission, or from any breach
        of this Lease.

      


      


      ARTICLE
        21 

      


      LANDLORD'S
        LIABILITY, ETC.

      


      21.01   
        This
        Lease and the obligations of Tenant hereunder shall not in any way be affected
        because Landlord is unable to fulfill any of its obligations or to supply
        any
        service, by reason of strike or other cause not within Landlord's control.
        Landlord shall have the right, without incurring any liability to Tenant,
        to
        stop any service because of accident or emergency, or for repairs, alterations
        or improvements, necessary or desirable in the judgment of Landlord, until
        such
        repairs, alterations or improvements shall have been completed. Landlord
        shall
        not be liable to Tenant or anyone else, for any loss or damage to person,
        property or business; nor shall Landlord be liable for any latent defect
        in the
        Premises or the Building. Neither
        the partners, entities or individuals comprising the Landlord, nor the agents,
        directors, or officers or employees of any of the foregoing shall be liable
        for
        the performance of the Landlord's obligations hereunder. Tenant
        agrees to look solely to Landlord's estate and interest in the land and
        Building, or the lease of the Building or of the land and Building, and the
        Premises, for the satisfaction of any right or remedy of Tenant for the
        collection of a judgement (or other judicial process) requiring the payment
        of
        money by Landlord, and in the event of any liability by Landlord, and no
        other
        property or assets of Landlord or of any of the aforementioned parties shall
        be
        subject to levy, execution or other enforcement procedure for the satisfaction
        of Tenant's remedies under or with respect to this Lease, the relationship
        of
        Landlord and Tenant hereunder, or Tenant's use and occupancy of the Premises
        or
        any other liability of Landlord to Tenant.

      


      
        
          
          

        

        
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      ARTICLE
        22 

      


      CONDITION
        OF PREMISES

      


      22.01   
        The
        parties acknowledge that Tenant has inspected the Premises and the Building
        and
        is fully familiar with the physical condition thereof and Tenant agrees to
        accept the Premises at the commencement of the Term in its then “as is”
        condition. Tenant acknowledges and agrees that Landlord shall have no obligation
        to do any work in or to the Premises in order to make it suitable and ready
        for
        occupancy and use by Tenant, except to the extent expressly provided for
        in this
        Article 22.

      


      22.02   
        Prior
        to the commencement of the Term of this Lease, Landlord
        shall, at Landlord’s cost and expense, perform the work set forth on the
        schedule annexed hereto as Exhibit C in a building standard manner using
        building standard materials (“Landlord’s
        Work”).
        Landlord, or Landlord’s designated, wholly owned affiliate Emerald City
        Construction Corp., shall perform Landlord’s Work with reasonable dispatch,
        subject to delay by causes beyond its control or by the action or inaction
        of
        Tenant. Tenant acknowledges and agrees that the performance of Landlord’s Work
        is expressly conditioned upon compliance by Tenant with all the terms and
        conditions of this Lease, including payment of Rent.

      


      22.03   
        Any
        changes in or additions to Landlord’s Work which shall be consented to by
        Landlord, and further changes in or additions to the Premises requested by
        Tenant after said Work has been completed which shall be so consented to
        and
        made by Landlord, or its agents, but shall be paid for by Tenant promptly
        when
        billed at cost plus 1 1/4% for insurance, 5% for overhead and 5% for general
        conditions, and in the event of the failure of Tenant so to pay for said
        changes
        or additions, Landlord at its option may consider the cost thereof, plus
        the
        above percentages,
        as Additional Rent payable by Tenant and collectible as such hereunder, as
        part
        of the rent for the next ensuing months.

      


      22.04   
        If
        Landlord's Work is not substantially completed by the Commencement Date and
        is
        delayed by acts, omissions or changes made or requested by Tenant, its agents,
        designers, architects or any other party acting or apparently acting on Tenant’s
        behalf, then Tenant shall pay as hereinbefore provided rent and additional
        rent
        on a per diem basis for each day of delay of Landlord's substantial completion
        caused by Tenant or any of the aforementioned parties.

      


      22.05   
        Landlord's
        Work shall be deemed to be substantially completed notwithstanding that (i)
        minor or non-material details of construction, mechanical adjustment or
        decoration remain to be performed, provided that said "Punch List Items"
        shall
        be completed by Landlord within a reasonable time thereafter or (ii) a portion
        of Landlord's Work is incomplete because construction scheduling requires
        that
        such work be done after incomplete finishing or after other work to be done
        by
        Tenant or Tenant’s agent, employee, servant or contractor is completed.
        Notwithstanding anything contained herein to the contrary, Landlord and Tenant
        acknowledge and agree that Landlord shall complete any Punch List items during
        normal business on normal business days, in connection with which Landlord
        acknowledges that Tenant may be conducting business in the Premises for the
        uses
        permitted under this Lease during such time(s). Accordingly, Landlord agrees
        that Landlord shall use commercially reasonable efforts to minimize interference
        with Tenant’s permitted use of the Premises and to compartmentalize the portion
        of the Premises in which Landlord performs work on Punch List Items in order
        to
        minimize the escape of debris therefrom and Tenant shall reasonably cooperate
        with Landlord by covering and/or temporarily relocating Tenant’s personnel,
        furniture and/or office equipment within the Premises.

       

      
        
          
          

        

        
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      Furthermore,
        in
        the event that Tenant requests that Landlord complete such Punch List Items
        during times other than ordinary business hours, and such labor is then
        available, Tenant shall be responsible for the cost of such overtime or premium
        labor charges as the case may be. Such entry and work shall not constitute
        an
        eviction of Tenant in whole or in part, shall not be grounds for any abatement
        of rent, and shall impose no liability on Landlord by reason of inconvenience
        or
        injury to Tenant's business.  

      


      


      ARTICLE
        23 

      


      CLEANING

      


      23.01   
        Landlord
        shall cause the Premises to be kept clean in accordance with Landlord's
        customary standards for the Building, provided they are kept in order by
        Tenant.
        Landlord, its cleaning contractor and their employees shall have after-hours
        access to the Premises and the use of Tenant's light, power and water in
        the
        Premises as may be reasonably required for the purpose of cleaning the Premises.
        Landlord may remove Tenant's extraordinary refuse from the Building and Tenant
        shall pay the cost thereof.

      


      23.02   
        Tenant
        acknowledges that Landlord has designated a cleaning contractor for the
        Building. Tenant agrees to employ said cleaning contractor or such other
        contractor as Landlord shall from time to time designate (the “Building
        Cleaning Contractor”)
        to perform all cleaning services required under the Lease to be performed
        by
        Tenant within the Premises and for any other waxing, polishing, and other
        cleaning and maintenance work of the Premises and Tenant's furniture, fixtures
        and equipment (collectively, “Tenant
        Cleaning Services”)
        provided that the prices charged by said contractor are comparable to the
        prices
        customarily charged by other reputable cleaning contractors employing union
        labor in midtown Manhattan for the same level and quality of service. Tenant
        acknowledges that it has been advised that the cleaning contractor for the
        Building may be a division or affiliate of Landlord. Tenant agrees that it
        shall
        not employ any other cleaning and maintenance contractor, nor any individual,
        firm or organization for such purpose, without Landlord's prior written consent.
        In the event that Landlord and Tenant cannot agree on whether the prices
        then
        being charged by the Building Cleaning Contractor for such cleaning services
        are
        comparable to those charged by other reputable contractors as herein provided,
        then Landlord and Tenant shall each obtain two (2) bona fide bids for such
        services from reputable cleaning contractors performing such services in
        comparable buildings in midtown Manhattan
        employing union labor, and the average of the four bids thus obtained shall
        be
        the standard of comparison. In the event that the Building Cleaning Contractor
        does not agree to perform such cleaning services for Tenant at such average
        price, Landlord shall not unreasonably withhold its consent to the performance
        of Tenant Cleaning Services by a reputable cleaning contractor designated
        by
        Tenant employing union labor with the proper jurisdictional qualifications
        provided, however, that, without limitation, Landlord's experience with such
        contractor or any criminal proceedings pending or previously filed against
        such
        contractor may form a basis upon which Landlord may withhold or withdraw
        its
        consent.

      


      
        
          
          

        

        
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      ARTICLE
        24 

      


      JURY
        WAIVER

      


      24.01   
        Landlord
        and Tenant hereby waive trial by jury in any action, proceeding or counterclaim
        involving any matter whatsoever arising out of or in any way connected with
        this
        Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy
        of the
        Premises or involving the right to any statutory relief or remedy. Tenant
        will
        not interpose any counterclaim of any nature in any summary proceeding except
        for mandatory or compulsory counterclaims.

      


      


      ARTICLE
        25 

      


      NO
        WAIVER, ETC.

      


      25.01   
        No
        act or omission of Landlord or its agents shall constitute an actual or
        constructive eviction, unless Landlord shall have first received written
        notice
        of Tenant's claim and shall have had a reasonable opportunity to meet such
        claim. In the event that any payment herein provided for by Tenant to Landlord
        shall become overdue for a period in excess of ten (10) days, then at Landlord's
        option a "late charge" shall become due and payable to Landlord, as Additional
        Rent, from the date it was due until payment is made, at the following rates:
        for individual and partnership lessees, said late charge shall be computed
        at
        the maximum legal rate of interest; for corporate or governmental entity
        lessees
        the late charge shall be computed at two percent per month unless there is
        an
        applicable maximum legal rate of interest which then shall be used. No act
        or
        omission of Landlord or its agents shall constitute an acceptance of a surrender
        of the Premises, except a writing signed by Landlord. The delivery or acceptance
        of keys to Landlord or its agents shall not constitute a termination of this
        Lease or a surrender of the Premises. Acceptance by Landlord of less than
        the
        Rent herein provided shall at Landlord's option be deemed on account of earliest
        Rent remaining unpaid. No endorsement on any check, or letter accompanying
        Rent,
        shall be deemed an accord and satisfaction, and such check may be cashed
        without
        prejudice to Landlord. No waiver of any provision of this Lease shall be
        effective, unless such waiver be in writing signed by the party to be charged.
        In no event shall Tenant be entitled to make, nor shall Tenant make any claim,
        and Tenant hereby waives any claim for money damages (nor shall Tenant claim
        any
        money damages by way of set-off, counterclaim or defense) based upon any
        claim
        or assertion by Tenant that Landlord had unreasonably withheld, delayed or
        conditioned its consent or approval to any request by Tenant made under a
        provision of this Lease. Tenant's sole remedy shall be an action or proceeding
        to enforce any such provision, or for specific performance or declaratory
        judgment. Tenant shall comply with the rules and regulations contained in
        this
        Lease, and any reasonable modifications thereof or additions thereto. Landlord
        shall not be liable to Tenant for the violation of such rules and regulations
        by
        any other tenant. Failure of Landlord to enforce any provision of this Lease,
        or
        any rule or regulation, shall not be construed as the waiver of any subsequent
        violation of a provision of this Lease, or any rule or regulation. Landlord
        agrees to enforce all Rules and Regulations in a uniform and non-discriminatory
        manner. This Lease shall not be affected by nor shall Landlord in any way
        be
        liable for the closing, darkening or bricking up of windows in the Premises,
        for
        any reason, including as

       

      
        
          
          

        

        
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      the
        result of construction on any property of which the Premises are not a part
        or
        by Landlord's own acts.

      


      


      ARTICLE
        26 

      


      OCCUPANCY
        AND USE BY TENANT

      


      26.01   
        If
        this Lease is terminated because of Tenant’s default hereunder, then, in
        addition to Landlord's rights of re-entry, restoration, preparation for and
        rerental, and anything elsewhere in this Lease to the contrary notwithstanding,
        all Rent and Additional Rent reserved in this Lease from the date of such
        breach
        to the expiration date of this Lease shall become immediately due and payable
        to
        Landlord and Landlord shall retain its right to judgment on and collection
        of
        Tenant's aforesaid obligation to make a single payment to Landlord of a sum
        equal to (i) the amount by which (x) the Fixed Annual Rent and Additional
        Rent
        payable hereunder for the period to the Expiration Date from the date of
        such
        breach, exceeds (y) the then fair and reasonable rental value of the Premises
        for the same period, both discounted at the prime rate of interest charged
        by
        Chase Manhattan Bank, New York, (or the successor thereto) on the date of
        such
        breach to present worth, and (ii) all reasonable out-of-pocket expenses of
        Landlord in obtaining possession of, and in effecting the reletting of the
        Premises including, without limitation, alteration costs, commissions,
        concessions and legal fees. In no event shall Tenant be entitled to a credit
        or
        repayment for rerental income which exceeds the sums payable by Tenant hereunder
        or which covers a period after the original Term of this Lease.

      


      ARTICLE
        27 

      


      NOTICES

      


      27.01   
        Any
        bill from Landlord to Tenant, may be delivered personally at the Premises
        or
        sent by regular mail or by any nationally recognized overnight delivery service
        and addressed to Tenant at the Premises or if prior to the commencement of
        the
        Term of this Lease at the address first set forth herein. Any notice or demand
        from Landlord to Tenant, shall be delivered personally at the Premises with
        a
        copy sent by registered or certified mail or by any nationally recognized
        overnight delivery service and addressed to Tenant at the Premises or if
        prior
        to the commencement of the Term of this Lease to the address first set forth
        herein. Such bill, notice or demand shall be deemed to have been given at
        the
        time of delivery, mailing or receipt by such delivery service. Any notice,
        request or demand from Tenant to Landlord must be sent by registered or
        certified mail or by any nationally recognized overnight courier service
        to the
        last address designated in writing by Landlord.

      


      ARTICLE
        28 

      


      WATER

      


      28.01   
        Tenant
        shall pay the amount of Landlord's cost for all excessive water used by Tenant
        for any purpose other than ordinary cleaning, pantry or lavatory uses, and
        any
        sewer

       

      
        
          
          

        

        
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      rent
        or tax based thereon. In the event Landlord has reason to believe that Tenant’s
        use of water in the Premises is excessive, Landlord may install a water meter
        to
        measure Tenant's water consumption for all purposes and Tenant agrees to
        pay for
        the installation and maintenance thereof and for water consumed as shown
        on said
        meter at Landlord’s cost therefor plus fifteen (15%) percent. If water is made
        available to Tenant in the Building or the Premises through a meter which
        also
        supplies other Premises, or without a meter, then Tenant shall pay to Landlord
        a
        reasonable charge per month for water. Landlord reserves the right to
        discontinue water service to the Premises if either the quantity or character
        of
        such service is changed or is no longer available or suitable for Tenant’s
        requirements or for any other reason without releasing Tenant from any liability
        under this Lease and without Landlord or Landlord’s agent incurring any
        liability for any damage or loss sustained by Tenant by such discontinuance
        of
        service. 

      


      


      ARTICLE
        29 

      


      SPRINKLER
        SYSTEM

      


      29.01   
        If
        there shall be a "sprinkler system" in the Premises for any period during
        this
        Lease, Tenant shall pay a reasonable charge per month, for sprinkler supervisory
        service. In no event shall Tenant’s Share exceed the sum of twenty five ($.25)
        cents per rentable square foot of space per calendar year during the term
        of
        this Lease. If such sprinkler system is damaged by any act or omission of
        Tenant
        or its agents, employees, licensees or visitors, Tenant shall restore the
        system
        to good working condition at its own expense. If the New York Board of Fire
        Underwriters, the New York Fire Insurance Exchange, the Insurance Services
        Office, or any governmental authority requires the installation of, or any
        alteration to a sprinkler system by reason of Tenant's particular manner
        of
        occupancy or use of the Premises, including any alteration necessary to obtain
        the full allowance for a sprinkler system in the fire insurance rate of
        Landlord, or for any other reason, Tenant shall make such installation or
        alteration promptly, and at its own expense.

      


      


      ARTICLE
        30 

      


      HEAT,
        ELEVATOR, ETC.

      


      30.01   
        Landlord
        shall provide a minimum of one passenger elevator servicing the floor upon
        which
        the premises are located twenty-four (24) hours a day, seven days a week.
        Landlord shall furnish heat to the Premises during days in the cold season
        in
        each year during usual business hours including Saturdays until 1 P.M., except
        on Sundays, State holidays, Federal holidays, or Building Service Employees
        Union Contract holidays. If the elevators in the Building are manually operated,
        Landlord may convert to automatic elevators at any time, without in any way
        affecting Tenant's obligations hereunder.

      


      30.02   
        Tenant shall not be charged for Tenant’s use of one (1) car for freight elevator
        service solely in connection with its initial, single phase move into the
        Premises, provided that (i)

       

      
        
          
          

        

        
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      same
        does not exceed eight (8) hours in the aggregate; and (ii) Tenant acknowledges
        and agrees that such use shall be on a non-exclusive, first-come, first-served
        basis.

      


      


      ARTICLE
        31 

      


      SECURITY
        DEPOSIT

      


      31.01   
        Tenant
        has deposited with Landlord the sum of $35,824.75 as security (the “Security”)
        for the performance by Tenant of the terms of this Lease after notice and
        the
        expiration of any applicable cure period. Landlord may use any part of the
        Security to satisfy any default of Tenant and any expenses arising from such
        default, including but not limited to legal fees and any damages or rent
        deficiency before or after re-entry by Landlord. Tenant shall, upon demand,
        deposit with Landlord the full amount so used, and/or any amount not so
        deposited by Tenant, in order that Landlord shall have the full Security
        deposit
        on hand at all times during the term of this Lease. If Tenant shall comply
        fully
        with the terms of this Lease, the Security shall be returned to Tenant after
        the
        date fixed as the end of the Lease. In the event of a sale or lease of the
        Building containing the Premises, Landlord may transfer the Security to the
        purchaser or tenant, and Landlord shall thereupon be released from all liability
        for the return of the Security. This provision shall apply to every transfer
        or
        assignment of the Security to a new Landlord. Tenant shall have no legal
        power
        to assign or encumber the Security herein described.

      


      31.02   
        Provided
        that on the last day of the 36th calendar month following the commencement
        of
        the Term of this Lease, (i) Tenant is not in default of any of the material
        terms, covenants and conditions of this Lease after notice, and (ii) the
        tenant
        named on the first page of this Lease occupies all of the Premises, and (iii)
        the amount of the security deposit which has been deposited by Tenant with
        Landlord pursuant to this Article of this Lease has not been drawn upon by
        Landlord or, in the event it has so been drawn upon by Landlord, the security
        deposit has been replenished to its original amount by Tenant, then said
        security deposit shall be reduced by the sum of $17,912.37 (the “Security
        Reduction”). Tenant hereby authorizes Landlord to apply the Security Reduction
        to the monthly installments of fixed annual rent due for the thirty-seventh
        (37th),
        thirty-eighth (38th) and the thirty-ninth (39th) months after the commencement
        of the term of this Lease, notwithstanding the foregoing however, Tenant
        shall
        be responsible for all rents and additional rents which may be due pursuant
        to
        the Lease which are not satisfied by Landlord’s application of the Security
        Reduction. 

      


      31.03   
        The
        security shall be maintained by Landlord in an interest bearing account and
        Landlord shall remit to Tenant all interest earned at the time the security
        is
        returned to Tenant, minus a one (1%) percent administration fee to which
        Landlord shall be entitled.

      


      
        
          
          

        

        
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      ARTICLE
        32 

      


      TAX
        ESCALATION

      


      


      32.01  
        Tenant
        shall pay to Landlord, as Additional Rent, tax escalation in accordance with
        this Article:

      


      (a)     
        For
        purposes of this Lease, Landlord and Tenant acknowledge and agree that the
        rentable square foot area of the Premises shall be deemed to be 1,963 square
        feet.

      


      (b)     
        For
        the purpose of this Article, the following definitions shall apply:

      


      (i)
        The term "Tenant’s
        Share",
        for purposes of computing tax escalation, shall mean one hundred seventy
        six
        thousandths percent (0.176%). Tenant’s Share has been computed on the basis of a
        fraction, the numerator of which is the rentable square foot area of the
        Premises and the denominator of which is the total rentable square foot area
        of
        the office and commercial space in the Building Project. The parties acknowledge
        and agree that the total rentable square foot area of the office and commercial
        space in the Building Project shall be deemed to be 1,112,424 sq.
        ft.

      


      (ii)
        The term the “Building
        Project"
        shall mean the aggregate combined parcel of land on a portion of which are
        the
        improvements of which the Premises form a part, with all the improvements
        thereon, said improvements being a part of the block and lot for tax purposes
        which are applicable to the aforesaid land.

      


      (iii)
        The
        phrase “Real Estate Taxes Payable during the Base Tax Year” shall be
        deemed to be the New York City Real Estate Fiscal Year commencing on July
        1,
        2004 through June 30, 2005. 

      


      (iv)
        The term “Comparative
        Year”
        shall mean the twelve (12) month period beginning on July 1, 2005 and ending
        on
        June 30, 2006, and each subsequent period of twelve (12) months
        thereafter.

      


      (v)
        The term "Real
        Estate Taxes"
        shall mean the total of all real estate taxes and special or other assessments
        levied, assessed or imposed at any time by any governmental authority upon
        or
        against the Building Project including, without limitation, any tax or
        assessment levied, assessed or imposed at any time by any governmental authority
        in connection with the receipt of income or rents from said Building Project
        to
        the extent that same shall be in lieu of all or a portion of any of the
        aforesaid taxes or assessments, or additions or increases thereof, upon or
        against said Building Project. The Lease shall exclude from Real Estate Taxes
        any interest or penalties incurred by Landlord by reason of late payment
        of
        Taxes. If, due to a future change in the method of taxation or in the taxing
        authority, or for any other reason, a franchise, income, transit, profit
        or
        other tax or governmental imposition, however designated, shall be levied
        against Landlord in substitution in whole or in part for the Real Estate
        Taxes,
        or in lieu of additions to or increases of said Real Estate Taxes, then such
        franchise, income, transit, profit or other tax or governmental imposition
        shall
        be deemed to be included within the definition of "Real Estate Taxes" for
        the
        purposes hereof. As to special assessments which are payable over a period
        of
        time extending beyond the term of this Lease, for purposes of this Article
        such
        special assessments shall be calculated assuming that Landlord shall pay
        such
        assessments over the longest period of time allowable.

       

      
        
          
          

        

        
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      (vi)
        Where more than one assessment is imposed by the City of New York for any
        tax
        year, whether denominated an "actual assessment" or a "transitional assessment"
        or otherwise, then the phrases herein "assessed value" and "assessments"
        shall
        mean whichever of the actual, transitional or other assessment is designated
        by
        the City of New York as the taxable assessment for that tax year.

      


      32.02   
        In
        the event that the Real Estate Taxes payable for any Comparative Year shall
        exceed the amount of the Real Estate Taxes payable during the Base Tax Year,
        Tenant shall pay to Landlord, as Additional Rent for such Comparative Year,
        an
        amount equal to Tenant’s Share of the excess. Before or after the start of each
        Comparative Year, Landlord shall furnish to Tenant a statement of the Real
        Estate Taxes payable during the Comparative Year. If the Real Estate Taxes
        payable for such Comparative Year exceed the Real Estate Taxes payable during
        the Base Tax Year, Additional Rent for such Comparative Year, in an amount
        equal
        to Tenant’s Share of the excess, shall be due from Tenant to Landlord, and such
        Additional Rent shall be payable by Tenant to Landlord within thirty (30)
        days
        after receipt of the aforesaid statement. The benefit of any discount for
        any
        early payment or prepayment of Real Estate Taxes shall accrue solely to the
        benefit of Landlord, and such discount shall not be subtracted from the Real
        Estate Taxes payable for any Comparative Year. In addition to the foregoing,
        Tenant shall pay to Landlord, on demand, as Additional Rent, a sum equal
        to
        Tenant's Share of any business improvement district assessment payable by
        the
        Building Project. 

      


      32.03   
        Should
        the Real Estate Taxes payable during the Base Tax Year be reduced by final
        determination of legal proceedings, settlement or otherwise, then, the Real
        Estate Taxes payable during the Base Tax Year shall be correspondingly revised,
        the Additional Rent theretofore paid or payable hereunder for all Comparative
        Years shall be recomputed on the basis of such reduction, and Tenant shall
        pay
        to Landlord as Additional Rent, within ten (10) days after being billed
        therefor, any deficiency between the amount of such Additional Rent as
        theretofore computed and the amount thereof due as the result of such
        recomputations. 

       

      32.04   
        If,
        after Tenant shall have made a payment of Additional Rent under Section 32.02,
        Landlord shall receive a refund of any portion of the Real Estate Taxes payable
        for any Comparative Year after the Base Tax Year July 1, 2004 through June
        30,
        2005 on which such payment of Additional Rent shall have been based, as a
        result
        of a reduction of such Real Estate Taxes by final determination of legal
        proceedings, settlement or otherwise, Landlord shall within ten (10) days
        after
        receiving the refund pay to Tenant Tenant’s Share of the refund less Tenant’s
        Share of expenses (including attorneys' and appraisers' fees) incurred by
        Landlord in connection with any such application or proceeding. In addition
        to
        the foregoing, Tenant shall pay to Landlord, as Additional Rent, within ten
        (10)
        days after Landlord shall have delivered to Tenant a statement therefore,
        Tenant’s Share of all expenses incurred by Landlord in reviewing or contesting
        the validity or amount of any Real Estate Taxes or for the purpose of obtaining
        reductions in the assessed valuation of the Building Project prior to the
        billing of Real Estate Taxes, including without limitation, the fees and
        disbursements of attorneys, third party consultants, experts and
        others.

      


      32.05   
        The
        statements of the Real Estate Taxes to be furnished by Landlord as provided
        above shall be certified by Landlord and shall constitute a final determination
        as between

       

      
        
          
          

        

        
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      Landlord
        and Tenant of the Real Estate Taxes for the periods represented thereby,
        unless
        Tenant within thirty (30) days after they are furnished shall give a written
        notice to Landlord that it disputes their accuracy or their appropriateness,
        which notice shall specify the particular respects in which the statement
        is
        inaccurate or inappropriate. If Tenant shall so dispute said statement then,
        pending the resolution of such dispute, Tenant shall pay the Additional Rent
        to
        Landlord in accordance with the statement furnished by Landlord.

      


      32.06   
        In
        no event shall the Fixed Annual Rent under this Lease be reduced by virtue
        of
        this Article.

      


      32.07   
        If
        the Commencement Date of the Term of this Lease is not the first day of the
        first Comparative Year, then the Additional Rent due hereunder for such first
        Comparative Year shall be a proportionate share of said Additional Rent for
        the
        entire Comparative Year, said proportionate share to be based upon the length
        of
        time that the lease Term will be in existence during such first Comparative
        Year. Upon the date of any expiration or termination of this Lease (except
        termination because of Tenant's default) whether the same be the date
        hereinabove set forth for the expiration of the Term or any prior or subsequent
        date, a proportionate share of said Additional Rent for the Comparative Year
        during which such expiration or termination occurs shall immediately become
        due
        and payable by Tenant to Landlord, if it was not theretofore already billed
        and
        paid. The said proportionate share shall be based upon the length of time
        that
        this Lease shall have been in existence during such Comparative Year. Landlord
        shall promptly cause statements of said Additional Rent for that Comparative
        Year to be prepared and furnished to Tenant. Landlord and Tenant shall thereupon
        make appropriate adjustments of amounts then owing.

      


      32.08   
        Landlord's
        and Tenant's obligations to make the adjustments referred to in Section 32.07
        above shall survive any expiration or termination of this Lease. Any delay
        or
        failure of Landlord in billing any tax escalation hereinabove provided shall
        not
        constitute a waiver of or in any way impair the continuing obligation of
        Tenant
        to pay such tax escalation hereunder.

      


      


      ARTICLE
        33 

      


      RENT
        CONTROL

      


      33.01   
        In
        the event the Fixed Annual Rent or Additional Rent or any part thereof provided
        to be paid by Tenant under the provisions of this Lease during the Term shall
        become uncollectible or shall be reduced or required to be reduced or refunded
        by virtue of any Federal, State, County or City law, order or regulation,
        or by
        any direction of a public officer or body pursuant to law, or the orders,
        rules,
        code or regulations of any organization or entity formed pursuant to law,
        whether such organization or entity be public or private, then Landlord,
        at its
        option, may at any time thereafter terminate this Lease, by not less than
        thirty
        (30) days' written notice to Tenant, on a date set forth in said notice,
        in
        which event this Lease and the term hereof shall terminate and come to an
        end on
        the date fixed in said notice as if the said date were the date originally
        fixed
        herein for the termination of the demised term. Landlord shall not have the
        right to so terminate this Lease if Tenant within such period of thirty (30)
        days shall in writing lawfully

       

      
        
          
          

        

        
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      agree
        that the rentals herein reserved are a reasonable rental and agree to continue
        to pay said rentals, and if such agreement by Tenant shall then be legally
        enforceable by Landlord.

      


      


      ARTICLE
        34 

      


      SUPPLIES

      


      34.01   
        Only
        Landlord or any one or more persons, firms, or corporations authorized in
        writing by Landlord, which authorization shall not be unreasonably withheld,
        conditioned or delayed, shall be permitted to furnish laundry, linens, towels,
        drinking water, water coolers, ice and other similar supplies and services
        to
        tenants and licensees in the Building. Landlord may fix, in its own reasonable
        discretion, from time to time, the hours during which and the regulations
        under
        which such supplies and services are to be furnished. Landlord furthermore
        expressly reserves the right to reasonably exclude from the Building any
        person,
        firm or corporation attempting to furnish any of said supplies or services
        but
        not so authorized by Landlord.

      


      34.02   
        Only
        Landlord or any one or more persons, firms or corporations authorized in
        writing
        by Landlord, which authorization shall not be unreasonably withheld, conditioned
        or delayed, shall be permitted to sell, deliver or furnish any food or beverages
        whatsoever for consumption within the Premises or elsewhere in the Building.
        Landlord further expressly reserves the right to reasonably exclude from
        the
        Building any person, firm or corporation attempting to deliver or purvey
        any
        such food or beverages, but not so authorized by Landlord. It is understood,
        however, that Tenant or its regular office employees may personally bring
        food
        or beverages into the Building for consumption within the Premises by the
        said
        employees, but not for resale or for consumption by any other tenant. Landlord
        may fix in its reasonable discretion from time to time the hours during which,
        and the regulations under which, food and beverages may be brought into the
        Building by Tenant or its regular employees.

      


      


      ARTICLE
        35 

      


      AIR
        CONDITIONING

      


      35.01   
        Tenant
        shall be permitted to use the equipment presently supplying air-conditioning
        service to the Premises (the “Existing
        HVAC Equipment”)
        Monday to Friday from 8:00 a.m. to 6:00 p.m. during the Building’s “Cooling
        Season”
        (which is currently May 15 through October 15) subject to and in accordance
        with
        the provisions of this Article. Tenant acknowledges and agrees that
        air-conditioning service to the Premises shall be supplied through equipment
        operated, maintained and repaired by Tenant and that Landlord has no obligation
        to operate, maintain or to repair the said equipment or to supply
        air-conditioning service to the Premises. The Existing HVAC Equipment and
        all
        other air conditioning systems, equipment and facilities hereafter located
        in or
        servicing the Premises (the “Supplemental
        Systems”)
        including, without limitation, the ducts, dampers, registers, grilles and
        appurtenances utilized in connection with both the Existing HVAC Equipment
        and
        the Supplemental Systems (collectively hereinafter referred to as the
“HVAC
        System”),
        shall be

       

      
        
          
          

        

        
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      maintained,
        repaired and operated by Tenant in compliance with all present and future
        laws
        and regulations relating thereto at Tenant’s sole cost and expense. Tenant shall
        pay for all electricity consumed in the operation of the HVAC System, and
        Tenant's proportionate share of the electric current (and/or water, gas and
        steam) for the production of chilled and/or condenser water and its supply
        to
        the Premises, if applicable, which shall become the obligation of Tenant
        subject
        to the terms of Article 41 of this Lease. Tenant shall pay for all parts
        and
        supplies necessary for the proper operation of the HVAC System (and any
        restoration or replacement by Tenant of all or any part thereof shall be
        in
        quality and class at least equal to the original work or installations);
        provided, however, that Tenant shall not alter, modify, remove or replace
        the
        HVAC System, or any part thereof, without Landlord’s prior written
        consent.

       

      35.02   
        Without
        limiting the generality of the foregoing, Tenant shall, at its own cost and
        expense, (a) cause to be performed all maintenance of the HVAC System, including
        all repairs and replacements thereto, and (b) commencing as of the date upon
        which Tenant shall first occupy the Premises for the conduct of its business,
        and thereafter throughout the Term of the Lease, maintain in force and provide
        a
        copy of same to Landlord an air conditioning service repair and full service
        maintenance contract covering the HVAC System in form satisfactory to Landlord
        with an air conditioning contractor or servicing organization approved by
        Landlord. All such contracts shall provide for the thorough overhauling of
        the
        HVAC System at least once each year during the Term of this Lease and shall
        expressly state that (i) it shall be an automatically renewing contract
        terminable upon not less than thirty (30) days prior written notice to the
        Landlord (sent by certified mail, return receipt requested) and (ii) the
        contractor providing such service shall maintain a log at the Premises detailing
        the service provided during each visit pursuant to such contract. Tenant
        shall
        keep such log at the Premises and permit Landlord to review same promptly
        after
        Landlord's request. The HVAC System is and shall at all times remain the
        property of Landlord, and at the expiration or sooner termination of the
        Lease,
        Tenant shall surrender to Landlord the HVAC System in good working order
        and
        condition, subject to normal wear and tear and shall deliver to Landlord
        a copy
        of the service log. In the event that Tenant fails to obtain the contract
        required herein or perform any of the maintenance or repairs required hereunder,
        Landlord shall have the right, but not the obligation, to procure such contract
        and/or perform any such work and charge the Tenant as Additional Rent hereunder
        the cost of same plus an administrative fee equal to fifteen percent (15%)
        of
        such cost which shall be paid for by Tenant on demand. 

       

      
        
          
          

        

        
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      ARTICLE
        36 

      


      SHORING

      


      36.01   
        Tenant
        shall permit any person authorized to make an excavation on land adjacent
        to the
        Building containing the Premises to do any work within the Premises necessary
        to
        preserve the wall of the Building from injury or damage, and Tenant shall
        have
        no claim against Landlord for damages or abatement of rent by reason
        thereof.

       

       

      ARTICLE
        37 

      


      EFFECT
        OF CONVEYANCE, ETC.

      


      37.01   
        If
        the Building containing the Premises shall be sold, transferred or leased,
        or
        the lease thereof transferred or sold, Landlord shall be relieved of all
        future
        obligations and liabilities hereunder and the purchaser, transferee or tenant
        of
        the Building shall be deemed to have assumed and agreed to perform all such
        obligations and liabilities of Landlord hereunder. In the event of such sale,
        transfer or lease, Landlord shall also be relieved of all existing obligations
        and liabilities hereunder, provided that the purchaser, transferee or tenant
        of
        the Building assumes in writing such obligations and liabilities.

      


      


      ARTICLE
        38 

      


      RIGHTS
        OF SUCCESSORS AND ASSIGNS

      


      38.01   
        This
        Lease shall bind and inure to the benefit of the heirs, executors,
        administrators, successors, and, except as otherwise provided herein, the
        assigns of the parties hereto. If any provision of any Article of this Lease
        or
        the application thereof to any person or circumstances shall, to any extent,
        be
        invalid or unenforceable, the remainder of that Article, or the application
        of
        such provision to persons or circumstances other than those as to which it
        is
        held invalid or unenforceable, shall not be affected thereby, and each provision
        of said Article and of this Lease shall be valid and be enforced to the fullest
        extent permitted by law.

      


      


      ARTICLE
        39 

      


      CAPTIONS

      


      39.01   
        The
        captions herein are inserted only for convenience, and are in no way to be
        construed as a part of this Lease or as a limitation of the scope of any
        provision of this Lease.

      


      
        
          
          

        

        
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      ARTICLE
        40 

      


      BROKERS

      


      40.01   
        Tenant
        covenants, represents and warrants that Tenant has had no dealings or
        negotiations with any broker or agent in connection with the consummation
        of
        this Lease other than SL Green Leasing LLC (collectively, the "Brokers")
        and Tenant covenants and agrees to defend, hold harmless and indemnify Landlord
        from and against any and all cost, expense (including reasonable attorneys'
        fees) or liability for any compensation, commissions or charges claimed by
        any
        broker or agent with respect to this Lease or the negotiation thereof. Landlord
        represents that Landlord, at its sole cost and expense, shall pay all
        commissions due to the Brokers pursuant to a separate written agreement.
        

      


      40.02   
        Landlord
        represents and warrants to Tenant that it did not consult or negotiate with
        any
        broker, finder, or consultant with regard to the Premises other than the
        Brokers, and that no other broker, finder or consultant participated in
        procuring this Lease. Landlord hereby indemnifies and agrees to defend and
        hold
        Tenant, its agents, servants and employees harmless from any suit, action,
        proceeding, controversy, claim or demand whatsoever at law or in equity that
        may
        be instituted against Tenant by those who dealt with Landlord for recovery
        of
        compensation or damages for procuring this Lease or by reason of a breach
        or
        purported breach of the representations and warranties contained herein.
        

      


      


      ARTICLE
        41 

      


      ELECTRICITY

      


      41.01   
        Tenant
        acknowledges and agrees that electric service shall be supplied to the Premises
        on a “rent inclusion basis” in accordance with the provisions of this Article 41
        (subject to Landlord’s right, in its sole discretion, to furnish such
        electricity on a “submetering” basis as provided for herein). 

      


      41.02   
        Electricity
        and electric service, as used herein, shall mean any element affecting the
        generation, transmission, and/or distribution or redistribution of electricity,
        including but not limited to services which facilitate the distribution of
        service.

      


      41.03   
        If
        and so long as Landlord provides electricity to the Premises on a rent inclusion
        basis, Tenant agrees that the Fixed Annual Rent shall be increased by the
        amount
        of the Electricity Rent Inclusion Factor (“ERIF”),
        as hereinafter defined. Tenant acknowledges and agrees (i) that the Fixed
        Annual
        Rent hereinabove set forth in this Lease does not yet, but is to include
        an ERIF
        of $3.00 per rentable square foot to compensate Landlord for electrical wiring
        and other installations necessary for, and for its obtaining and making
        available to Tenant the redistribution of electric current as an additional
        service, and Tenant shall pay for Tenant’s Share of Building electric current
        (i.e., all electricity used in lighting the public and service areas, and
        in
        operating all the service facilities, of the Building and the parties
        acknowledge and agree that

       

      
        
          
          

        

        
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      twenty
        percent (20%) of the Building's payment to the public utility or other service
        providers for the purchase of electricity shall be deemed to be payment for
        Building electric current, however, in no event shall Tenant’s charge exceed the
        sum of twenty five ($.25) cents per rentable square foot of space per calendar
        year during the term of this Lease ) which shall be paid for by Tenant in
        accordance with provisions hereof; and (ii) that said ERIF, which shall be
        subject to periodic adjustments as hereinafter provided, has been partially
        based upon an estimate of the Tenant’s connected electrical load, in whatever
        manner delivered to Tenant, which shall be deemed to be the demand (KW),
        and
        hours of use thereof, which shall be deemed to be the energy (KWH), for ordinary
        lighting and light office equipment and the operation of the usual small
        business machines, including Xerox or other copying machines (such lighting
        and
        equipment are hereinafter called “Ordinary
        Equipment”)
        during ordinary business hours (“Ordinary
        Business Hours”
        shall be deemed to mean 50 hours per week), with Landlord providing an average
        connected load of 4 1⁄2 watts of electricity for all purposes per rentable square
        foot. Any installation and use of equipment other than Ordinary Equipment
        and/or
        any connected load and/or energy usage by Tenant in excess of the foregoing
        and
        the charge for Tenant’s Share of Building electric current shall result in
        adjustment of the ERIF as hereinafter provided. For purposes of this Article,
        the rentable square foot area of the Premises shall be deemed to be 1,963
        square
        feet.

      


      41.04   
        If
        the cost to Landlord of electricity shall have been, or shall be, increased
        subsequent to September 1, 2004 (whether such change occurs prior to or during
        the term of this Lease), by change in Landlord’s electric rates or service
        classifications, or electricity charges, including changes in market prices,
        or
        by an increase, subsequent to the last such electric rate or service
        classification change or market price change, in fuel adjustments or charges
        of
        any kind, or by taxes, imposed on Landlord’s electricity purchases or on
        Landlord’s electricity redistribution, or for any other such reason, then the
        aforesaid ERIF portion of the fixed annual rent shall be changed in the same
        percentage as any such change in cost due to changes in electric rates, service
        classifications or market prices, and, also Tenant’s payment obligation, for
        electricity redistribution, shall change from time to time so as to reflect
        any
        such increase in fuel adjustments or charges, and such taxes. Any such
        percentage change in Landlord’s cost due to change in Landlord’s electric rate
        or service classifications or market prices, shall be computed on the basis
        of
        the average consumption of electricity for the Building for the twelve full
        months immediately prior to the rate change or other such changes in cost,
        energy and demand, and any changed methods of or rules on billing for same,
        applied on a consistent basis to the new electric rate or service classification
        or market price and to the immediately prior existing electric rate or service
        classification or market price. If the average consumption (energy and demand)
        for the entire Building for said prior (12) months cannot reasonably be applied
        and used with respect to changed methods of or rules on billing, then the
        percentage increase shall be computed by the use of the average consumption
        (energy and demand) for the entire building for the first three (3) months
        after
        such change, projected to a full twelve (12) months, so as to reflect the
        different seasons; and that same consumption, so projected, shall be applied
        to
        the rate and/or service classification or market price which existed immediately
        prior to the change. The parties agree that a reputable, independent electrical
        consultant firm, selected by Landlord, (“Landlord’s
        Electrical Consultant”),
        shall determine the percentage change for the changes in ERIF due to Landlord’s
        changed costs and the charge to Tenant for Tenant’s Share of Building electric
        current, and that Landlord’s Electrical Consultant may from time to time make
        surveys in the Premises of the electrical equipment and fixtures and use
        of
        current. (i) If such survey shall reflect a connected electrical

       

      
        
          
          

        

        
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      load
        in excess of 4 1⁄2 watts of electricity for all purposes per rentable square foot
        and/or energy usage in excess of Ordinary Business Hours (each such excess
        hereinafter called “excess
        electricity”)
        then the connected electrical load and/or the hours of use portion(s) of
        the
        then existing ERIF shall be increased by an amount which is equal to a fraction
        of the then existing ERIF, the numerator of which is the excess electricity
        (i.e. excess connected load and/or excess usage) and the denominator of which
        is
        the connected load and/or the energy usage which was the basis of the then
        existing ERIF. Such fractions shall be determined by Landlord’s Electrical
        Consultant. The Fixed Annual Rent shall then be appropriately adjusted,
        effective as of the date of any such change in connected load and/or usage,
        as
        disclosed by said survey. (ii) If such survey shall disclose installation
        and
        use of other than Ordinary Equipment, then effective as of the date of said
        survey, there shall be added to the ERIF portion of Fixed Annual Rent (computed
        and fixed as hereinbefore described) an additional amount equal to what would
        be
        paid under the SC-4 Rate I Service Classification in effect on September
        1, 2004
        (and not the time-of-day rate schedule) or the comparable rate schedule (and
        not
        the time-of-day rate schedule) of any utility other than Con Ed then providing
        electrical service to the building as same shall be in effect on the date
        of
        such survey for such load and usage of electricity, with the connected
        electrical load deemed to be the demand (KW) and the hours of use thereof
        deemed
        to be the energy (KWH), as hereinbefore provided, (which addition to the
        ERIF
        shall be increased by all electricity cost changes of Landlord, as hereinabove
        provided, from September 1, 2004 through the date of billing).

      


      41.05   
        In
        no event, whether because of surveys, rates or cost changes, or for any reason,
        is the originally specified $3.00 per rentable square foot ERIF portion of
        the
        fixed annual rent (plus any net increase thereof by virtue of all electricity
        rate, service classification or market price changes of Landlord subsequent
        to
        September 1, 2004) to be reduced.

      


      41.06   
        The
        determinations by Landlord’s Electrical Consultant shall be binding and
        conclusive on Landlord and Tenant from and after the delivery of copies of
        such
        determinations to Landlord and Tenant, unless, within fifteen (15) days after
        delivery thereof, Tenant disputes such determination. If Tenant so disputes
        the
        determination, it shall, at its own expense, obtain from a reputable,
        independent electrical consultant its own determinations in accordance with
        the
        provisions of this Article. Tenant’s consultant and Landlord’s consultant then
        shall seek to agree. If they cannot agree within thirty (30) days they shall
        choose a third reputable electrical consultant, whose cost shall be shared
        equally by the parties, to make similar determinations which shall be
        controlling. (If they cannot agree on such third consultant within ten (10)
        days, than either party may apply to the Supreme Court in the County of New
        York
        for such appointment.) However, pending such controlling determinations Tenant
        shall pay to Landlord the amount of Additional Rent or ERIF in accordance
        with
        the determinations of Landlord’s Electrical Consultant. If the controlling
        determinations differ from Landlord’s Electrical Consultant, then the parties
        shall promptly make adjustment for any deficiency owed by Tenant or overage
        paid
        by Tenant.

      


      41.07   
        If
        and so long as Landlord provides electricity to the Premises on a submetering
        basis, Tenant covenants and agrees to purchase the same from Landlord or
        Landlord’s designated agent at charges, terms and rates set, from time to time,
        during the term of this Lease by Landlord but not more than those specified
        in
        the service classification in effect on January 1, 1970 pursuant to which
        Landlord then purchased electric current from the public utility

       

      
        
          
          

        

        
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      corporation
        serving the part of the city where the Building is located; provided however,
        said charges shall be increased in the same percentage as any percentage
        increase in the billing to Landlord for electricity for the entire Building,
        by
        reason of increase in Landlord’s electric rates or service classifications,
        subsequent to January 1, 1970, and so as to reflect any increase in Landlord’s
        electric charges, including changes in market prices for electricity from
        utilities and/or other providers, in fuel adjustments or by taxes or charges
        of
        any kind imposed on Landlord’s electricity purchases or redistribution, or for
        any other such reason, subsequent to said date. Any such percentage increase
        in
        Landlord’s billing for electricity due to changes in rates, service
        classifications, or market prices, shall be computed by the application of
        the
        average consumption (energy and demand) of electricity for the entire Building
        for the twelve (12) full months immediately prior to the rate and/or service
        classification change, or any changed methods of or rules on billing for
        same,
        applied on a consistent basis to the new rate and/or service classification
        or
        market price, and to the classification and rate in effect on January 1,
        1970.
        If the average consumption of electricity for the entire Building for said
        prior
        twelve (12) months cannot reasonably be applied and used with respect to
        changed
        methods of or rules on billing, then the percentage shall be computed by
        the use
        of the average consumption (energy and demand) for the entire Building for
        the
        first three (3) months after such change, projected to a full twelve (12)
        months, so as to reflect the different seasons; and that same consumption,
        so
        projected, shall be applied to the service classification and rate in effect
        on
        January 1, 1970. Where more than one meter measures the service of Tenant
        in the
        Building, the service rendered through each meter may be computed and billed
        separately in accordance with the rates herein specified. Bills therefore
        shall
        be rendered at such times as Landlord may elect and the amount, as computed
        from
        a meter, shall be deemed to be, and be paid as, Additional Rent. In the event
        that such bills are not paid within five (5) days after the same are rendered,
        Landlord may, without further notice, discontinue the service of electric
        current to the Premises without releasing Tenant from any liability under
        this
        Lease and without Landlord or Landlord’s agent incurring any liability for any
        damage or loss sustained by Tenant by such discontinuance of service. If
        any tax
        is imposed upon Landlord’s receipt from the sale, resale or redistribution of
        electricity or gas or telephone service to Tenant by any Federal, State,
        or
        Municipal authority, Tenant covenants and agrees that where permitted by
        law,
        Tenant’s pro-rata share of such taxes shall be passed on to and included in the
        bill of, and paid by, Tenant to Landlord.

      


      41.08   
        If
        all or part of the submetering Additional Rent or the ERIF payable in accordance
        with Section 41.03 or 41.04 of this Article becomes uncollectible or reduced
        or
        refunded by virtue of any law, order or regulations, the parties agree that,
        at
        Landlord’s option, in lieu of submetering Additional Rent or ERIF, and in
        consideration of Tenant’s use of the Building’s electrical distribution system
        and receipt of redistributed electricity and payment by Landlord of consultant’s
        fees and other redistribution costs, the Fixed Annual Rental rate(s) to be
        paid
        under this Agreement shall be increased by an “alternative charge” which shall
        be a sum equal to $3.00 per year per rentable square foot of the Premises,
        changed in the same percentage as any increase in the cost to Landlord for
        electricity for the entire Building subsequent to September 1, 2004, because
        of
        electric rate, service classification or market price changes, such percentage
        change to be computed as in Section 41.04 provided.

      


      41.09   
        Landlord
        shall not be liable to Tenant for any loss or damage or expense which Tenant
        may
        sustain or incur if either the quantity or character of electric service
        is
        changed

       

      
        
          
          

        

        
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      or
        is no longer available or suitable for Tenant’s requirements. Tenant covenants
        and agrees that at all times its use of electric current shall never exceed
        the
        capacity of existing feeders to the Building or wiring installation. Any
        riser
        or risers to supply Tenant’s electrical requirements, upon written request of
        Tenant, will be installed by Landlord, at the sole cost and expense of Tenant,
        if, in Landlord’s sole judgment, the same are necessary and will not cause
        permanent damage or injury to the Building or the Premises or 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, Landlord
        will also at the sole cost and expense of Tenant, install all other equipment
        proper and necessary in connection therewith subject to the aforesaid terms
        and
        conditions. The parties acknowledge that they understand that it is anticipated
        that electric rates, charges, etc., may be changed by virtue of time-of-day
        rates or changes in other methods of billing, and/or electricity purchases
        and
        the redistribution thereof, and fluctuation in the market price of electricity,
        and that the references in the foregoing paragraphs to changes in methods
        of or
        rules on billing are intended to include any such changes. Anything hereinabove
        to the contrary notwithstanding, in no event is the submetering Additional
        Rent
        or ERIF, or any “alternative charge”, to be less than an amount equal to the
        total of Landlord’s payments to public utilities and/or other providers for the
        electricity consumed by Tenant (and any taxes thereon or on redistribution
        of
        same) plus 5% thereof for transmission line loss, plus 15% thereof for other
        redistribution costs. The Landlord reserves the right, at any time upon sixty
        (60) days’ written notice, to change its furnishing of electricity to Tenant
        from a rent inclusion basis to a submetering basis, or vice versa, or to
        change
        to the distribution of less than all the components of the existing service
        to
        Tenant. The Landlord reserves the right to terminate the furnishing of
        electricity on a rent inclusion, submetering, or any other basis at any time,
        upon sixty (60) days’ written notice to the Tenant, in which event the Tenant
        may make application directly to the public utility and/or other providers
        for
        the Tenant’s entire separate supply of electric current and Landlord shall
        permit its wires and conduits, to the extent available and safely capable,
        to be
        used for such purpose, but only to the extent of Tenant’s then authorized load.
        Any meters, risers, or other equipment or connections necessary to furnish
        electricity on a submetering basis or to enable Tenant to obtain electric
        current directly from such utility and/or other providers shall be installed
        at
        Tenant’s sole cost and expense. Only rigid conduit or electricity metal tubing
        (EMT) will be allowed. The Landlord, upon the expiration of the aforesaid
        sixty
        (60) days’ written notice to the Tenant may discontinue furnishing the electric
        current but this Lease shall otherwise remain in full force and effect. If
        Tenant was provided electricity on a rent inclusion basis when it was so
        discontinued, then commencing when Tenant receives such direct service and
        as
        long as Tenant shall continue to receive such service, the Fixed Annual Rent
        payable under this Lease shall be reduced by the amount of the ERIF which
        was
        payable immediately prior to such discontinuance of electricity on a rent
        inclusion basis. Notwithstanding the foregoing, provided that Tenant promptly
        applies for such direct service and diligently pursues such application to
        completion, Landlord shall not so discontinue such redistributed service
        until
        Tenant obtains electric service directly from the public utility, unless
        required by law.

      


      
        
          
          

        

        
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      ARTICLE
        42 

      


      LEASE
        SUBMISSION

      


      42.01   
        Landlord
        and Tenant agree that this Lease is submitted to Tenant on the understanding
        that it shall not be considered an offer and shall not bind Landlord in any
        way
        unless and until (i) Tenant has duly executed and delivered duplicate originals
        thereof to Landlord and (ii) Landlord has executed and delivered one of said
        originals to Tenant.

      


      


      ARTICLE
        43 

      


      INSURANCE

      


      43.01.   
        Tenant
        shall not violate, or permit the violation of, any condition imposed by the
        standard fire insurance policy then issued for office buildings in the Borough
        of Manhattan, City of New York, and shall not do, or permit anything to be
        done,
        or keep or permit anything to be kept in the Premises which would subject
        Landlord to any liability or responsibility for personal injury or death
        or
        property damage, or which would increase the fire or other casualty insurance
        rate on the Building or the property therein over the rate which would otherwise
        then be in effect (unless Tenant pays the resulting premium as hereinafter
        provided for) or which would result in insurance companies of good standing
        refusing to insure the building or any of such property in amounts reasonably
        satisfactory to Landlord.

      


      43.02   
        Tenant
        covenants to provide on or before the earlier to occur of (i) the Commencement
        Date, and (ii) ten (10) days from the date of this Lease, and to keep in
        force
        during the term hereof the following insurance coverage which coverage shall
        be
        effective on the Commencement Date:

      


      (a)   
        A
        comprehensive policy of liability insurance naming Landlord and its designees
        as
        additional insureds protecting Landlord, its designees and Tenant against
        any
        liability whatsoever occasioned by accident on or about the Premises or any
        appurtenances thereto. Such policy shall have limits of liability of not
        less
        than Three Million ($3,000,000.00) Dollars combined single limit coverage
        on a
        per occurrence basis, including property damage. Such insurance may be carried
        under a blanket policy covering the Premises and other locations of Tenant,
        if
        any, provided such a policy contains an endorsement (i) naming Landlord and
        its
        designees as additional insureds, (ii) specifically referencing the Premises;
        and (iii) guaranteeing a minimum limit available for the Premises equal to
        the
        limits of liability required under this Lease;

      


      (b)   
        Fire
        and extended coverage in an amount adequate to cover the cost of replacement
        of
        all personal property, fixtures, furnishings, equipment, improvements and
        installations located in the Premises.

      


      43.03   
        All
        such policies shall be issued by companies of recognized responsibility licensed
        to do business in New York State and rated by Best's Insurance Reports or
        any
        successor publication of comparable standing and carrying a rating of A+
        VIII or
        better or the then equivalent of such rating, and all such policies shall
        contain a provision whereby the same cannot be canceled or modified unless
        Landlord and any additional insured are given at least thirty (30) days prior
        written notice of such cancellation or modification.

       

      
        
          
          

        

        
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      43.04   
        Prior
        to the time such insurance is first required to be carried by Tenant and
        thereafter, at least fifteen (15) days prior to the expiration of any such
        policies, Tenant shall deliver to Landlord either duplicate originals of
        the
        aforesaid policies or certificates evidencing such insurance, together with
        evidence of payment for the policy. If Tenant delivers certificates as aforesaid
        Tenant, upon reasonable prior notice from Landlord, shall make available
        to
        Landlord, at the Premises, duplicate originals of such policies from which
        Landlord may make copies thereof, at Landlord's cost. Tenant's failure to
        provide and keep in force the aforementioned insurance shall be regarded
        as a
        material default hereunder, entitling Landlord to exercise any or all of
        the
        remedies as provided in this Lease in the event of Tenant's default. In
        addition, in the event Tenant fails to provide and keep in force the insurance
        required by this Lease, at the times and for the durations specified in this
        Lease, Landlord shall have the right, but not the obligation, at any time
        and
        from time to time, and without notice, to procure such insurance and/or pay
        the
        premiums for such insurance in which event Tenant shall repay Landlord within
        five (5) days after demand by Landlord, as Additional Rent, all sums so paid
        by
        Landlord and any costs or expenses incurred by Landlord in connection therewith
        without prejudice to any other rights and remedies of Landlord under this
        Lease.

      


      43.05   
        Landlord
        and Tenant shall each endeavor to secure an appropriate clause in, or an
        endorsement upon, each fire or extended coverage policy obtained by it and
        covering the Building, the Premises or the personal property, fixtures and
        equipment located therein or thereon, pursuant to which the respective insurance
        companies waive subrogation or permit the insured, prior to any loss, to
        agree
        with a third party to waive any claim it might have against said third party.
        The waiver of subrogation or permission for waiver of any claim hereinbefore
        referred to shall extend to the agents of each party and its employees and,
        in
        the case of Tenant, shall also extend to all other persons and entities
        occupying or using the Premises in accordance with the terms of this Lease.
        If
        and to the extent that such waiver or permission can be obtained only upon
        payment of an additional charge then, except as provided in the following
        two
        paragraphs, the party benefiting from the waiver or permission shall pay
        such
        charge upon demand, or shall be deemed to have agreed that the party obtaining
        the insurance coverage in question shall be free of any further obligations
        under the provisions hereof relating to such waiver or permission.

      


      43.06   
        In
        the event that Landlord shall be unable at any time to obtain one of the
        provisions referred to above in any of its insurance policies, at Tenant's
        option, Landlord shall cause Tenant to be named in such policy or policies
        as
        one of the insureds, but if any additional premium shall be imposed for the
        inclusion of Tenant as such an assured, Tenant shall pay such additional
        premium
        upon demand. In the event that Tenant shall have been named as one of the
        insureds in any of Landlord's policies in accordance with the foregoing,
        Tenant
        shall endorse promptly to the order of Landlord, without recourse, any check,
        draft or order for the payment of money representing the proceeds of any
        such
        policy or any other payment growing out of or connected with said policy
        and
        Tenant hereby irrevocably waives any and all rights in and to such proceeds
        and
        payments.

      


      43.07   
        In
        the event that Tenant shall be unable at any time to obtain one of the
        provisions referred to above in any of its insurance policies, Tenant shall
        cause Landlord to be named in such policy or policies as one of the insureds,
        but if any additional premium shall be imposed for the inclusion of Landlord
        as
        such an assured, Landlord shall pay such additional

       

      
        
          
          

        

        
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      premium
        upon demand or Tenant shall be excused from its obligations under this paragraph
        with respect to the insurance policy or policies for which such additional
        premiums would be imposed.

       

      43.08   
        Subject
        to the foregoing provisions of this Article, and insofar as may be permitted
        by
        the terms of the insurance policies carried by it, each party hereby releases
        the other with respect to any claim (including a claim for negligence) which
        it
        might otherwise have against the other party for loss, damages or destruction
        with respect to its property by fire or other casualty (including rental
        value
        or business interruption, as the case may be) occurring during the Term of
        this
        Lease.

      


      43.09   
        If,
        by reason of a failure of Tenant to comply with the provisions of this Lease,
        the rate of fire insurance with extended coverage on the building or equipment
        or other property of Landlord shall be higher than it otherwise would be,
        Tenant
        shall reimburse Landlord, on demand, for that part of the premiums for fire
        insurance and extended coverage paid by Landlord because of such failure
        on the
        part of Tenant.

      


      43.10.   
        Landlord
        may, from time to time, require that the amount of the insurance to be provided
        and maintained by Tenant hereunder be increased so that the amount thereof
        adequately protects Landlord's interest, but in no event in excess of the
        amount
        that would be required by other tenants in other similar office buildings
        in the
        borough of Manhattan.

      


      43.11   
        A
        schedule or make up of rates for the building or the Premises, as the case
        may
        be, issued by the New York Fire Insurance Rating Organization or other similar
        body making rates for fire insurance and extended coverage for the premises
        concerned, shall be conclusive evidence of the facts therein stated and of
        the
        several items and charges in the fire insurance rate with extended coverage
        then
        applicable to such premises.

      


      43.12   
        Each
        policy evidencing the insurance to be carried by Tenant under this Lease
        shall
        contain a clause that such policy and the coverage evidenced thereby shall
        be
        primary with respect to any policies carried by Landlord, and that any coverage
        carried by Landlord shall be excess insurance.

      


      


      


      ARTICLE
        44 

      


      SIGNAGE

      


      44.01   
        Tenant
        shall be permitted to affix either sign or plaque on or adjacent to the entrance
        door to the Premises, subject to the prior written approval of Landlord which
        shall not be unreasonably withheld subject to the other provisions of this
        article, with respect to location, design, size, materials, quality, coloring,
        lettering and shape thereof, and subject, also, to compliance by Tenant,
        at its
        expense, with all applicable legal requirements or regulations. All such
        signage
        shall be consistent and compatible with the design, aesthetics, signage and
        graphics program for the Building as established by Landlord. Landlord may
        remove any sign installed in

       

      
        
          
          

        

        
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      violation
        of this provision, and Tenant shall pay the cost of such removal and any
        restoration costs.

      


      


      ARTICLE
        45 

      


      RIGHT
        TO RELOCATE

      


      45.01   
        Notwithstanding
        anything contained in this Lease to the contrary, Landlord shall have the
        right
        to substitute in lieu of the Premises alternative space in the Building
        designated by Landlord (the “Relocation
        Space”)
        effective as of the date (the “Relocation
        Effective Date”)
        set forth in a notice given to Tenant (the “Relocation
        Notice”).
        The Relocation Space shall be reasonably comparable to the Premises with
        respect
        to internal configuration, quality of finish and rentable square foot area
        (i.e., plus or minus ten (10%) percent). The Relocation Effective Date shall
        not
        be less than sixty (60) days following the date upon which the Relocation
        Notice
        is given to Tenant. In the event that Landlord exercises its rights hereunder,
        (i) Tenant shall deliver to Landlord possession of the Premises on or before
        the
        Relocation Effective Date vacant and broom clean, free of all occupancies
        and
        encumbrances and otherwise in accordance with the terms, covenants and
        conditions of the Lease as if the Relocation Effective Date were the expiration
        date of the Term of this Lease, (ii) effective as of the Relocation Effective
        Date, the term and estate hereby granted with respect to the Premises originally
        demised hereunder shall terminate, the Relocation Space shall be deemed to
        be
        the Premises and the Fixed Annual Rent and Additional Rent payable under
        this
        Lease shall be adjusted, if necessary, so as to reflect any difference between
        the deemed rentable square foot area of the original Premises and said
        Relocation Space.

      


      45.02   
        Provided
        that Tenant is not in default under this Lease, Landlord shall (i) at Landlord's
        cost and expense, remove and reinstall Tenants' personal property, trade
        fixtures and equipment in the Relocation Space (including the relocation
        of
        Tenant’s then existing voice and data capabilities) (“Landlord’s
        Relocation Work”)
        and (ii) compensate Tenant for Tenant’s actual, reasonable, out-of-pocket moving
        and related expenses upon Tenant’s submission of paid invoices therefor.
        Landlord shall complete Landlord’s Relocation Work on or before the Relocation
        Effective Date provided that Tenant cooperates with Landlord and gives Landlord
        full access to the Premises to facilitate the performance thereof.

      


      45.03   
        Following
        any relocation undertaken pursuant to this Article, Tenant shall promptly
        execute and deliver an agreement confirming such relocation and fixing any
        corresponding adjustments in Fixed Annual Rent and Additional Rent payable
        under
        this Lease, but any failure to execute such an agreement by Tenant shall
        not
        affect such relocation and adjustments as determined by Landlord.

      


      45.04   
        Notwithstanding
        anything contained herein to the contrary, Landlord and Tenant agree that
        in no
        event shall the fixed annual rent payable hereunder be increased in the event
        the Relocation Space is larger than the Premises. 

      


      
        
          
          

        

        
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      ARTICLE
        46 

      


      FUTURE
        CONDOMINIUM CONVERSION

      


      46.01   
        Tenant
        acknowledges that the Building and the land of which the Premises form a
        part
        may be subjected to the condominium form of ownership prior to the end of
        the
        Term of this Lease. Tenant agrees that if, at any time during the Term, the
        Building and the land shall be subjected to the condominium form of ownership,
        then, this Lease and all rights of Tenant hereunder are and shall be subject
        and
        subordinate in all respects to any condominium declaration and any other
        documents (collectively, the "Declaration")
        which shall be recorded in order to convert the Building and the land of
        which
        the Premises form a part to a condominium form of ownership in accordance
        with
        the provisions of Article 9-B of the Real Property Law of the State of New
        York
        or any successor thereto. If any such Declaration is to be recorded, Tenant,
        upon request of Landlord, shall enter into an amendment of this Lease in
        such
        respects as shall be necessary to conform to such condominiumization, including,
        without limitation, appropriate adjustments to Real Estate Taxes payable
        during
        the Base Tax Year and Tenant's Share, as such terms are defined in Article
        32
        hereof provided that it does not materially increase Tenant’s obligations under
        the Lease or materially decrease the marketable square footage of the Premises.
        

      


       

      ARTICLE
        47

       

      MISCELLANEOUS

      


      47.01   
        This
        Lease represents the entire understanding between the parties with regard
        to the
        matters addressed herein and may only be modified by written agreement executed
        by all parties hereto. All prior understandings or representations between
        the
        parties hereto, oral or written, with regard to the matters addressed herein
        are
        hereby merged herein. Tenant acknowledges that neither Landlord nor any
        representative or agent of Landlord has made any representation or warranty,
        express or implied, as to the physical condition, state of repair, layout,
        footage or use of the Premises or any matter or thing affecting or relating
        to
        Premises except as specifically set forth in this Lease. Tenant has not been
        induced by and has not relied upon any statement, representation or agreement,
        whether express or implied, not specifically set forth in this Lease. Tenant
        shall not be liable or bound in any manner by any oral or written statement,
        broker's "set-up", representation, agreement or information pertaining to
        the
        Premises, the Building or this Agreement furnished by any real estate broker,
        agent, servant, employee or other person, unless specifically set forth herein,
        and no rights are or shall be acquired by Tenant by implication or otherwise
        unless expressly set forth herein. This Lease shall be construed without
        regard
        to any presumption or other rule requiring construction against the party
        causing this agreement to be drafted.

      


      
        
          
          

        

        
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      ARTICLE
        48 

      


      COMPLIANCE
        WITH LAW

      


      48.01   
        If,
        at any time during the Term hereof, Landlord expends any sums for alterations
        or
        improvements to the Building which are required to be made pursuant to any
        law,
        ordinance or governmental regulation, Tenant shall pay to Landlord, as
        Additional Rent, Tenant’s Share of such cost within ten (10) days after demand
        therefor; provided, however, that if the cost of such alteration or improvement
        is one which is required to be amortized over a period of time pursuant to
        applicable governmental regulations, Tenant shall pay to Landlord, as Additional
        Rent, during each year in which occurs any part of the Term, Tenant’s Share of
        the cost thereof amortized on a straight line basis over an appropriate period,
        but not more than five (5) years. In no event shall Tenant’s Share exceed the
        sum of one ($1.00) dollar per rentable square foot of space per calendar
        year
        during the term of this Lease. Notwithstanding anything to the contrary
        contained herein, in the event that the requirement for the performance of
        any
        such alteration of improvement is attributable to the actions, installations,
        use or manner of use of the Premises by Tenant, then in such event Tenant
        shall
        be responsible to pay the entire cost imposed by Landlord with respect to
        such
        alteration of improvement.

       

      


      


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

       

      
        	 	 	 
	 	SLG
                GRAYBAR SUBLEASE LLC, a New York limited liability company
	 
 	 
 	 
 
	 	By:  	/s/ Gerard T. Nocera
	 	 	
                

              
	 	
                Name: Gerard T. Nocera

                Title: COO

              


      

       

      
        	Witness:	 
	 	 
	/s/ Lisa Manning	 
	
                

              	 
	
                Name:
                  Lisa Manning

                Title:
                  Administrative Assistant

              	 


      

      
         

      

      
        	 	 	 
	 	XENOMICS,
                INC., as Tenant
	 
 	 
 	 
 
	 	By:  	/s/ Gabriele M. Cerrone
	 	
                

              
	 	
                Name:
                  Gabriele M. Cerrone

                Title:
                  Co-Chairman

              


      

      
         

        
          
            	Witness:	 
	 	 
	 	 
	
                    

                  	 
	
                    Name:

                    Title:  

                  	 


          

          
             

          

        

      

      
        
          
          

        

        
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            44
            -

          
            

          

        

        
          
          

        

      

       

      RULES
        AND REGULATIONS

      MADE
        A PART OF THIS LEASE

      


      1.
        No animals, birds, bicycles or vehicles shall be brought into or kept in
        the
        Premises. The Premises shall not be used for manufacturing or commercial
        repairing or for sale or display of merchandise or as a lodging place, or
        for
        any immoral or illegal purpose, nor shall the Premises be used for a public
        stenographer or typist; barber or beauty shop; telephone, secretarial or
        messenger service; employment, travel or tourist agency; school or classroom;
        commercial document reproduction; or for any business other than specifically
        provided for in the Tenant’s lease. Tenant shall not cause or permit in the
        Premises any disturbing noises which may interfere with occupants of this
        or
        neighboring Buildings, any cooking or objectionable odors, or any nuisance
        of
        any kind, or any inflammable or explosive fluid, chemical or substance.
        Canvassing, soliciting and peddling in the Building are prohibited, and each
        tenant shall cooperate so as to prevent the same.

      


      2.
        The toilet rooms and other water apparatus shall not be used for any purposes
        other than those for which they were constructed, and no sweepings, rags,
        ink,
        chemicals or other unsuitable substances shall be thrown therein. Tenant
        shall
        not place anything out of doors, windows or skylights, or into hallways,
        stairways or elevators, nor place foot or objects on outside window sills.
        Tenant shall not obstruct or cover the halls, stairways and elevators, or
        use
        them for any purpose other than ingress and egress to or from Tenant’s Premises,
        nor shall skylights, windows, doors and transoms that reflect or admit light
        into the Building be covered or obstructed in any way. All drapes and blinds
        installed by Tenant on any exterior window of the Premises shall conform
        in
        style and color to the Building standard.

      


      3.
        Tenant shall not place a load upon any floor of the Premises in excess of
        the
        load per square foot which such floor was designed to carry and which is
        allowed
        by law. Landlord reserves the right to prescribe the weight and position
        of all
        safes, file cabinets and filing equipment in the Premises. Business machines
        and
        mechanical equipment shall be placed and maintained by Tenant, at Tenant’s
        expense, only with Landlord’s consent and in settings approved by Landlord to
        control weight, vibration, noise and annoyance. Smoking or carrying lighted
        cigars, pipes or cigarettes in the elevators of the Building is
        prohibited.

      


      4.
        Tenant shall not move any heavy or bulky materials into or out of the Building
        or make or receive large deliveries of goods, furnishings, equipment or other
        items without Landlord’s prior written consent, and then only during such hours
        and in such manner as Landlord shall approve and in accordance with Landlord’s
        rules and regulations pertaining thereto. If any material or equipment requires
        special handling, tenant shall employ only persons holding a Master Rigger’s
        License to do such work, and all such work shall comply with all legal
        requirements. Landlord reserves the right to inspect all freight to be brought
        into the Building, and to exclude any freight which violates any rule,
        regulation or other provision of this Lease.

      


      5.
        No sign, advertisement, notice or thing shall be inscribed, painted or affixed
        on any part of the Building, without the prior written consent of Landlord.
        Landlord may remove

       

      
        
          
          

        

        
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      anything
        installed in violation of this provision, and Tenant shall pay the cost of
        such
        removal and any restoration costs. Interior signs on doors and directories
        shall
        be inscribed or affixed by Landlord at Tenant’s expense. Landlord shall control
        the color, size, style and location of all signs, advertisements and notices.
        No
        advertising of any kind by Tenant shall refer to the Building, unless first
        approved in writing by Landlord.

      


      6.
        No article shall be fastened to, or holes drilled or nails or screws driven
        into, the ceilings, walls, doors or other portions of the Premises, nor shall
        any part of the Premises be painted, papered or otherwise covered, or in
        any way
        marked or broken, without the prior written consent of Landlord.

      


      7.
        No existing locks shall be changed, nor shall any additional locks or bolts
        of
        any kind be placed upon any door or window by Tenant, without the prior written
        consent of Landlord. Two (2) sets of keys to all exterior and interior locks
        shall be furnished to Landlord . At the termination of this Lease, Tenant
        shall
        deliver to Landlord all keys for any portion of the Premises or Building.
        Before
        leaving the Premises at any time, Tenant shall close all windows and close
        and
        lock all doors.

      


      8.
        No Tenant shall purchase or obtain for use in the Premises any spring water,
        ice, towels, food, bootblacking, barbering or other such service furnished
        by
        any company or person not approved by Landlord. Any necessary exterminating
        work
        in the Premises shall be done at Tenant’s expense, at such times, in such manner
        and by such company as Landlord shall require. Landlord reserves the right
        to
        exclude from the Building, from 6:00 p.m. to 8:00 a.m., and at all hours
        on
        Sunday and legal holidays, all persons who do not present a pass to the Building
        signed by Landlord. Landlord will furnish passes to all persons reasonably
        designated by Tenant. Tenant shall be responsible for the acts of all persons
        to
        whom passes are issued at Tenant’s request.

      


      9.
        Whenever Tenant shall submit to Landlord any plan, agreement or other document
        for Landlord’s consent or approval, Tenant agrees to pay Landlord as Additional
        Rent, on demand, an administrative fee equal to the sum of the reasonable
        fees
        of any architect, engineer or attorney employed by Landlord to review said
        plan,
        agreement or document and Landlord’s administrative costs for same.

      


      10.
        The use in the Premises of auxiliary heating devices, such as portable electric
        heaters, heat lamps or other devices whose principal function at the time
        of
        operation is to produce space heating, is prohibited. 

      


      11.
        Tenant shall keep all doors from the hallway to the Premises closed at all
        times
        except for use during ingress to and egress from the Premises. Tenant
        acknowledges that a violation of the terms of this paragraph may also constitute
        a violation of codes, rules or regulations of governmental authorities having
        or
        asserting jurisdiction over the Premises, and Tenant agrees to indemnify
        Landlord from any fines, penalties, claims, action or increase in fire insurance
        rates which might result from Tenant's violation of the terms of this
        paragraph.

      


      
        
          
          

        

        
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      12.
        Tenant shall be permitted to maintain an "in-house" messenger or delivery
        service within the Premises, provided that Tenant shall require that any
        messengers in its employ affix identification to the breast pocket of their
        outer garment, which shall bear the following information: name of Tenant,
        name
        of employee and photograph of the employee. Messengers in Tenant's employ
        shall
        display such identification at all time. In the event that Tenant or any
        agent,
        servant or employee of Tenant, violates the terms of this paragraph, Landlord
        shall be entitled to terminate Tenant's permission to maintain within the
        Premises in-house messenger or delivery service upon written notice to
        Tenant.

      


      13.
        Tenant will be entitled to three (3) listings on the Building lobby directory
        board, without charge. Any additional directory listing (if space is available),
        or any change in a prior listing, with the exception of a deletion, will
        be
        subject to a fourteen ($14.00) dollar service charge, payable as Additional
        Rent.

      


      14.
        In case of any conflict or inconsistency between any provisions of this Lease
        and any of the rules and regulations as originally or as hereafter adopted,
        the
        provisions of this Lease shall control.

       

      
        
          
          

        

        
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      CLEANING
        SPECIFICATIONS

      


      


      
        	
                A)

              	
                GENERAL
                  CLEANING - NIGHTLY

              
	 	 
	
                -

              	
                Dust
                  sweep all stone, ceramic tile, marble terrazzo, asphalt tile, linoleum,
                  rubber, vinyl and other types of flooring

              
	 	 
	
                -

              	
                Carpet
                  sweep all carpets and rugs four (4) times per week

              
	 	 
	
                -

              	
                Vacuum
                  clean all carpets and rugs, once (1) per week

              
	 	 
	
                -

              	
                Police
                  all private stairways and keep in clean condition

              
	 	 
	
                -

              	
                Empty
                  and clean all wastepaper baskets, ash trays and receptacles; damp
                  dust as
                  necessary

              
	 	 
	
                -

              	
                Clean
                  all cigarette urns and replace sand or water as
                  necessary

              
	 	 
	
                -

              	
                Remove
                  all normal wastepaper and tenant rubbish to a designated area in
                  the
                  premises. (Excluding cafeteria waste, bulk materials, and all special
                  materials such as old desks, furniture etc.)

              
	 	 
	
                -

              	
                Dust
                  all furniture, and window sills as necessary

              
	 	 
	
                -

              	
                Dust
                  clean all glass furniture tops

              
	 	 
	
                -

              	
                Dust
                  all chair rails, trim and similar objects as necessary

              
	 	 
	
                -

              	
                Dust
                  all baseboards as necessary 

              
	 	 
	
                -

              	
                Wash
                  clean all water fountains

              
	 	 
	
                -

              	
                Keep
                  locker and service closets in clean and orderly
                  condition

              
	 	 
	
                B)

              	
                LAVATORIES-NIGHTLY
                  (EXCLUDING PRIVATE & EXECUTIVE LAVATORIES)

              
	 	 
	
                -

              	
                Sweep
                  and mop all flooring

              
	 	 
	
                -

              	
                Wipe
                  clean all mirrors, powder shelves and brightwork, including flushometers,
                  piping toilet seat hinges

              


      

      


      
        
          
          

        

        
          -
            1
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                -

              	
                Wash
                  and disinfect all basins, bowls and urinals

              
	 	 
	
                -

              	
                Wash
                  both sides of all toilet seats

              
	 	 
	
                -

              	
                Dust
                  all partitions, tile walls, dispensers and receptacles

              
	 	 
	
                -

              	
                Empty
                  and clean paper towel and sanitary disposal receptacles

              
	 	 
	
                -

              	
                Fill
                  toilet tissue holders, soap dispensers and towel dispensers; materials
                  to
                  be furnished by Landlord

              
	 	 
	
                -

              	
                Remove
                  all wastepaper and refuse to designated area in the
                  premises

              
	 	 
	
                C)

              	
                LAVATORIES-PERIODIC
                  CLEANING (EXCLUDES PRIVATE & EXECUTIVE LAVATORIES)
                  

              
	 	 
	
                -

              	
                Machine
                  scrub flooring as necessary

              
	 	 
	
                -

              	
                Wash
                  all partitions, tile walls, and enamel surfaces periodically, using
                  proper
                  disinfectant when necessary

              
	 	 
	
                D)

              	
                DAY
                  SERVICES - DUTIES OF THE DAY PORTERS

              
	 	 
	
                -

              	
                Police
                  ladies' restrooms and lavatories, keeping them in clean
                  condition

              
	 	 
	
                -

              	
                Fill
                  toilet dispensers; materials to be furnished by
                  Landlord

              
	 	 
	
                -

              	
                Fill
                  sanitary napkin dispensers; materials to be furnished by
                  Landlord

              
	 	 
	
                E)

              	
                SCHEDULE
                  OF CLEANING

              
	 	 
	
                -

              	
                Upon
                  completion of the nightly chores, all lights shall be turned off,
                  windows
                  closed, doors locked and offices left in a neat and orderly
                  condition

              
	 	 
	
                -

              	
                All
                  day, nightly and periodic cleaning services as listed herein, to
                  be done
                  five nights each week, Monday through Friday, except Union and
                  Legal
                  Holidays

              
	 	 
	
                -

              	
                All
                  windows from the 2nd floor to the roof will be cleaned inside out
                  quarterly, weather permitting 

              


      

       

      
        
          
          

        

        
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            2
            -

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

       

      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

      


      FIXED
        ANNUAL RENT SCHEDULE

      


      


      
        
          	
                  DATES

                	
                  ANNUAL
                    RENT

                	
                  MONTHLY

                  INSTALLMENT

                


        

        
          	
                   

                  September
                    15, 2004 - September 30, 2005

                	
                   

                  $71,649.50

                	
                   

                  $5,970.79

                
	
                   

                  October
                    1, 2005 - September 30, 2006

                	
                   

                  $73,082.49

                	
                   

                  $6,090.20

                
	
                   

                  October
                    1, 2006 - September 30, 2007

                	
                   

                  $74,544.14

                	
                   

                  $6,212.01

                
	
                   

                  October
                    1, 2007 - September 30, 2008

                	
                   

                  $76,035.02

                	
                   

                  $6,336.25

                
	
                   

                  October
                    1, 2008 - September 30, 2009

                	
                   

                  $77,555.72

                	
                   

                  $6,462.98

                
	
                   

                  October
                    1, 2009 - September 30, 2010

                	
                   

                  $79,106.84

                	
                   

                  $6,592.24

                
	
                   

                  October
                    1, 2010 - September 30, 2011

                	
                   

                  $80,688.97

                	
                   

                  $6,724.08

                


        

      

    

     

    
      
        
        

      

      
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      EXHIBIT
        C

       

       

      
        	
                (i)

              	
                Pursuant
                  to the plans annexed hereto and made a part hereof as Exhibit C-1,
                  Landlord shall construct and install a glass-walled conference
                  room using
                  building standard materials, in a building standard manner.
                  

              


      

       

       

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