Lease Agreement between Princeton Corporate Plaza, LLC and Xenomics, Inc.


    
       

       

      THIS
        LEASE AGREEMENT,
        made this this 7th day of July 2004, 

      


      
        	
                Between           
                  Princeton
                  Corporate Plaza, LLC,
                  

              
	 	
                a
                  New Jersey limited liability company, located at 7 Deer Park Drive,
                  Suite
                  A, in the Township of South Brunswick in the County of Middlesex
                  and State
                  of New Jersey and having a postal address at Monmouth Junction,
                  NJ 08852 (
                  “Landlord”),

              
	 	 	 	 
	
                And

              	
                            
                  Xenomics, Inc.,
                  

              
	 	
                a
                  California Corporation, located at 6034 Montery Avenue, in the
                  City of
                  Richmond in the County of Contra Costa and State of California
                  and
                  having a postal code of 94805 ( “Tenant”);

              
	 	 	 	 
	 	
                Witnesseth
                  that Landlord does hereby lease to Tenant and Tenant does hereby
                  rent from
                  Landlord, the following described premises: approximately 3,698
                  square
                  feet of space in Landlord’s building at 1 Deer Park Drive, Suite F (the
                  “Demised
                  Premises”),
                  in the Township of South Brunswick in the County of Middlesex and
                  State of
                  New Jersey being known as Block 97 Lot 13.04 on the tax map of
                  the
                  Township of South Brunswick (the “Property”)
                  and being further described as the cross-hatched area on the Demised
                  Premises Plan marked Exhibit
                  A
                  attached hereto and made a part hereof, for a Term
                  of two (2) years, commencing on September 1, 2004 (the “Commencement
                  Date”)
                  and ending on August 31, 2006 (the “Expiration
                  Date”),
                  to be used and occupied only and for no other purpose than office
                  and
                  laboratory (the “Use”),
                  provided, however, that said Use shall be strictly limited and
                  subject to
                  the activities set forth in Tenant’s Application for Nonresidential Use
                  Performance Standards and Tenancy Review submitted to and approved
                  by the
                  Township of South Brunswick regardless of whether said approval
                  has been
                  received as of the date of execution of this Lease (the “Tenancy
                  Review”).

              
	 	 	 	 
	
                Upon
                  the following Conditions and Covenants:

              
	 	 	 	 
	
                1st

              	
                Payment
                  of Rent.
                  Commencing on the Commencement Date, Tenant
                  covenants and agrees to pay to Landlord, as Base
                  Rent
                  for and during the Term hereof without defense, demand or offset,
                  the sum
                  of One Hundred Seventy Seven Thousand Five Hundred Four Dollars
                  and no/100
                  Dollars ($177,504.00) payable on the first day of each month during
                  the
                  Term in the following manner: $7,396.00 per month together
                  with such Additional Rent as may hereinafter be provided (collectively,
                  the “Rent”).
                  If the Commencement Date shall fall on a day other than the first
                  day of a
                  month, the Base Rent and any Additional Rent payable hereunder
                  shall be
                  apportioned for the number of days remaining in that month from
                  the
                  Commencement Date through the last day of the calendar month in
                  which the
                  Commencement Date occurs.

              
	 	 	 	 
	
                2nd

              	
                Advance
                  Rental.
                  Upon the execution hereof, Tenant shall pay $24,820.00 to Landlord
                  representing:

              
	 	 	 	 
	 	
                1)
                  

              	
                one
                  month’s advance rental (applied to the first month’s rent) broken out as
                  follows: 

              
	 	 	 	 
	 	 	
                one
                  (1) month’s Base Rent in the amount of $7,396.00 

              
	 	 	
                one-twelfth
                  (1/12) of Tenant’s Proportionate Share of estimated annual Operating
                  Expenses $1,310.00 

              
	 	 	
                one
                  (1) month's HVAC maintenance in the amount of $90.00

              
	 	 	
                one
                  (1) month's gas and electric usage in the amount of $1,232.00
                  

              
	 	 	 
	 	
                2)
                  

              	
                the
                  security required hereunder in the amount of $14,792.00


              
	 	 	 	 
	
                3rd

              	
                Not
                  Used.

              
	 	 	 	 
	
                4th

              	
                Security.
                  Tenant has this day deposited with Landlord the sum of $14,792.00,
                  as
                  security for the pay-ment of the Rent hereunder and the full and
                  faithful
                  performance by Tenant of the covenants and conditions on the part
                  of
                  Tenant to be performed. Said sum shall be returned to Tenant, without
                  interest, after the expiration of the Term hereof provided that
                  Tenant has
                  fully and faithfully performed all such covenants and conditions
                  on the
                  part of Tenant to be performed. During the Term hereof, Landlord
                  may, if
                  Landlord so elects, have recourse to such security, to make good
                  any
                  default by Tenant in which event Tenant, shall, on demand, promptly
                  restore said security to its original amount. Liability to repay
                  said
                  security to Tenant shall run with the reversion and title to the
                  Demised
                  Premises, whether any change in ownership thereof be by voluntary
                  alienation or as the result of judicial sale, foreclosure or other
                  proceedings, or the exercise of a right of taking or entry by any
                  mortgagee. Landlord shall have the right to assign or transfer
                  said
                  security for the benefit of Tenant, to
                  any subsequent owner or holder of the reversion or title to the
                  Demised
                  Premises, in which case the assignee shall become liable for the
                  repayment
                  thereof as herein provided, and the assignor shall be deemed to
                  be
                  released by Tenant from all liability to return such security.
                  This
                  provision shall be applicable to every alienation or change in
                  title and
                  shall in no way be deemed to permit Landlord to retain the security
                  after
                  termination of Landlord’s ownership of the reversion or title. Tenant
                  shall not mortgage, encumber or assign said security without the
                  prior
                  written consent of Landlord.

              
	 	 	 	 
	
                5th

              	
                Net
                  Lease.
                  It is the purpose and intent of Landlord and Tenant that the Base
                  Rent
                  shall be net to Landlord, so that this Lease shall yield, net to
                  Landlord,
                  the Base Rent specified in the 1st
                  Section of this Lease in each year during the Term of this Lease.
                  All
                  costs, expenses, taxes, damages and charges of every kind and nature
                  relating to the Demised Premises (except any payment on account
                  of
                  interest and principal under any mortgages or deeds of trust) which
                  may
                  arise or become due during the Term of this Lease shall be paid
                  by
                  Tenant.

              
	 	 	 	 
	
                6th

              	
                Proportionate
                  Share.

              
	 	
                1)

              	
                The
                  approximate area of the Demised Premises leased to Tenant is approximately
                  3,698 square feet. The total area of the building of which the
                  Demised
                  Premises are a part is approximately 60,097 square feet.
                  

              


      

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      
        	 	 	Tenant's
                share of costs
                and charges, if applicable, as set forth in this Lease shall be determined
                by dividing the square footage of the Demised Premises by the total
                square
                footage of the building of which the Demised Premises is a part (“Tenant’s
                Proportionate Share”).
                As of the Commencement Date it is, therefore, established that Tenant's
                Proportionate Share is six and fifteen one-hundredths percent
                (6.15%).
	 	 	 
	 	
                2)

              	
                Tenant’s
                  Proportionate Share shall be adjusted from time to time as appropriate
                  based upon adjustments to the total square footage of the building
                  and/or
                  the square footage rented by Tenant.

              
	 	 	 
	
                7th

              	
                Operating
                  Expenses.

              
	 	
                1)

              	
                It
                  is understood and agreed that in addition to the Base Rent to be
                  paid by
                  Tenant during the Term of this Lease and any renewals thereof,
                  Tenant
                  shall pay to Landlord Tenant’s Proportionate Share of all taxes,
                  assessments, water rents, rates and charges, sewer rents and other
                  governmental impositions. Tenant shall also pay Tenant’s Proportionate
                  Share of Landlord’s cost of the operation of common area appurtenances,
                  the maintenance, repairs and replacements of and for the building
                  of which
                  the Demised Premises are a part, the maintenance, repair and replacement
                  of the parking lot, sidewalks, curbs and landscaped areas, which
                  shall
                  include but not necessarily be limited to the following: cleaning,
                  sweeping, snow removal, striping, landscaping, insurance, lighting,
                  trash
                  removal, and policing if necessary, plus an administrative charge
                  of
                  fifteen percent (15%) of said costs (“Operating
                  Expenses”).

              
	 	 	 
	 	
                2)

              	
                Nothing
                  herein contained shall require or be construed to require Tenant
                  to pay
                  any inheritance, estate, succession, transfer, gift, franchise,
                  corporation, income or profit tax, or capital levy that is or may
                  be
                  imposed upon or that is or may be payable by Landlord, its successors
                  or
                  assigns.

              
	 	 	 
	 	
                3)

              	
                Commencing
                  on the Commencement Date, Tenant shall pay monthly Tenant’s Proportionate
                  Share of Operating Expenses based upon Landlord’s reasonable estimate of
                  the current year expenses due from Tenant. Thereafter, Landlord
                  shall
                  provide an actual statement of expenses to Tenant on a calendar
                  year basis
                  and Tenant shall pay or receive a credit for the difference between
                  the
                  actual amount and the estimate. Tenant's subsequent monthly estimated
                  payments shall be adjusted accordingly. Upon Tenant's request,
                  Landlord
                  shall provide to Tenant copies of invoices substantiating the statement
                  of
                  actual expenses. To the extent that Landlord incurs expenses that
                  are
                  disproportionately allocable to Tenant as a result of Tenant's
                  occupancy
                  as determined by Landlord, Tenant's Proportionate Share shall not
                  apply to
                  said disproportionate expense items and Tenant shall pay the amount
                  that
                  is actually incurred by Landlord as a result of its
                  tenancy.

              
	 	 	 
	 	
                4)

              	
                Landlord’s
                  cost for regular HVAC maintenance to units servicing the Demised
                  Premises
                  shall be billed monthly to Tenant as a separate item.

              
	 	 	 
	 	
                5)

              	
                Should
                  Tenant's maintenance or service requirements exceed the standard
                  supplied
                  to the other tenants of the Property, Tenant shall pay the additional
                  costs attributable to such extra requirements. Said additional
                  costs will
                  be billed to Tenant either (i) as incurred or (ii) with the annual
                  Operating Expense reconciliation, in the sole discretion of
                  Landlord.

              
	 	 	 
	 	
                6)

              	
                All
                  taxes, charges, costs and expenses which Tenant assumes or agrees
                  to pay
                  under any provisions of this Lease together with all interest and
                  penalties that may accrue thereon in the event of Tenant's failure
                  to pay
                  the same as herein provided shall be deemed to be Additional Rent
                  and, in
                  the event of non-payment, Landlord shall have all the rights and
                  remedies
                  herein provided in the case of non-payment of Rent.

              
	 	 	 
	
                8th

              	
                Taxes,
                  Licenses and Fees.
                  Tenant shall make timely payment of all ad valorem or other taxes
                  and
                  assessments levied upon Tenant’s stock of merchandise, fixtures,
                  furnishings, furniture, equipment, supplies and other property
                  located on
                  or used in connection with the Demised Premises and of all privilege
                  and
                  business licenses, fees, taxes and similar charges.

              
	 	 	 
	
                9th

              	
                Tenant's
                  Electric Responsibility.

              
	 	
                1)

              	
                All
                  electrical current utilized by Tenant within the Demised Premises,
                  including, without limitation, HVAC shall be at Tenant's sole cost
                  and
                  expense. Landlord shall not be liable for any inconvenience or
                  harm caused
                  by any stoppage or reduction of any utilities and services, and
                  in no
                  event shall the stoppage of any utilities and services excuse Tenant
                  from
                  the timely payment of Rent. 

              
	 	 	 
	 	
                2)

              	
                Landlord
                  may install a separate meter to measure Tenant’s use of electricity and,
                  in such event, Tenant shall, at Tenant’s sole cost and expense, arrange
                  and pay for all utilities and services required for the Demised
                  Premises,
                  including payment of any deposit which may be required by the utility
                  company. 

              
	 	 	 
	 	
                3)

              	
                In
                  the event a separate meter is not provided, then bills shall be
                  rendered
                  to Tenant based upon an estimated amount of $924.00 per month.
                  The
                  estimated amount may be adjusted from time to time based upon changes
                  in
                  utility company rates or if, in the judgment of Landlord, Tenant's
                  demand
                  and consumption varies from this estimate. The amount thereof shall
                  be
                  deemed to be Additional Rent and shall be due and payable at the
                  same time
                  as the monthly installments of Rent shall be due from Tenant.
                  

              
	 	 	 
	
                10th

              	
                Tenant's
                  Gas Usage Responsibility.

              
	 	
                1)

              	
                Landlord
                  shall provide Tenant heat at Tenant's sole cost and expense. All
                  gas usage
                  utilized by Tenant within the Demised Premises shall be strictly
                  at
                  Tenant's sole cost and expense. Landlord shall not be liable for
                  any
                  inconvenience or harm caused by any stoppage or reduction of any
                  utilities
                  and services, and in no event shall the stoppage of any utilities
                  and
                  services excuse Tenant from the timely payment of
                  Rent.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	 	
                2)

              	
                Landlord
                  may install a separate meter to measure Tenant's gas usage and,
                  in such
                  event, Tenant shall, at Tenant’s sole cost and expense, arrange and pay
                  for all utilities and services required for the Demised Premises,
                  including payment of any deposit which may be required by the utility
                  company. 

              
	 	 	 	 
	 	
                3)

              	
                In
                  the event a separate meter is not provided, then bills shall be
                  rendered
                  to Tenant based upon an estimated amount of $308.00 per month.
                  The
                  estimated amount may be adjusted from time to time based upon changes
                  in
                  utility company rates or if, in the judgment of Landlord, Tenant's
                  demand
                  and consumption varies from this estimate. The amount thereof shall
                  be
                  deemed to be Additional Rent and shall be due and payable at the
                  same time
                  as the monthly installments of Rent shall be due from
                  Tenant

              
	 	 	 	 
	
                11th

              	
                Acceptance
                  and Workletter.

              
	 	
                1)

              	
                Landlord
                  shall complete at its own expense and in a good and workmanlike
                  manner all
                  of the alterations set forth on Exhibit
                  B
                  (“Landlord’s
                  Work”)
                  attached hereto and made a part hereof.

              
	 	 	 	 
	 	
                2)

              	
                Tenant
                  acknowledges that it has inspected and examined the Demised Premises
                  and,
                  except as set forth in Exhibit
                  B,
                  has entered into this Lease without any representations on the
                  part of
                  Landlord, its agents or representatives as to the condition thereof,
                  and,
                  except as set forth in Exhibit
                  B,
                  is leasing and accepting the Demised Premises “as-is” and “where-is”. No
                  representations or promises, except as specified herein, have been
                  made by
                  or on behalf of Landlord, its agents, employees or representatives,
                  or by
                  any real estate broker, prior to or at the execution of this Lease,
                  and
                  Landlord is not bound by, and Tenant will make no claim on account
                  of, any
                  representation, promise or assurance, expressed or implied, with
                  respect
                  to conditions, repairs, improvements, services, accommodations,
                  concessions or any other matter, other than as contained
                  herein.

              
	 	 	 	 
	
                12th

              	
                Commencement
                  Date.

              
	 	
                1)

              	
                The
                  Commencement Date shall be earlier or later than the date set forth
                  at the
                  beginning of this Lease under the following
                  circumstances:

              
	 	 	 	 
	 	 	
                a)
                  

              	
                The
                  Lease will not commence until the work listed in Exhibit
                  B,
                  to be performed by Landlord, is substantially completed, unless
                  Tenant
                  chooses to occupy the Demised Premises, or any part thereof, prior
                  to
                  substantial completion, in which case the Commencement Date shall
                  be the
                  date of said occupancy by Tenant and the Expiration Date shall
                  be the last
                  day of the month immediately preceding the 2nd anniversary of the
                  Commencement Date. 

              
	 	 	 	 
	 	 	
                b)
                  

              	
                Except
                  as provided in the preceding paragraph, the Commencement Date will
                  not be
                  altered if the work listed in Exhibit
                  B,
                  to be performed by Landlord, is not substantially completed due
                  to
                  (i)changes requested by Tenant to Exhibit
                  B
                  after this Lease was executed or (ii) the failure of Tenant to
                  promptly
                  provide Landlord with any information necessary for the timely
                  completion
                  of the work listed in Exhibit
                  B
                  or (iii) the failure of Tenant to cooperate with Landlord in completion
                  of
                  the work listed in Exhibit
                  B
                  to such an extent as to cause the delay.

              
	 	 	 	 
	 	
                2)
                  

              	
                If
                  the Commencement Date occurs other than on the first day of a month,
                  the
                  Expiration Date shall be the last day of the calendar month in
                  which the
                  2nd anniversary of the Commencement Date occurs. Substantial completion
                  shall be deemed to have occurred even though (i) minor details
                  of
                  Landlord’s work remain to be done, provided such details do not materially
                  interfere with the Tenant’s occupancy of the Demised Premises, or (ii) any
                  work or installation other than Landlord’s work being performed by Tenant
                  itself has not been completed.

              
	 	 	 	 
	 	
                3)

              	
                Landlord
                  shall not be liable for failure to give possession of the Demised
                  Premises, or any part thereof, upon the Commencement Date by reason
                  of the
                  fact that the Demised Premises, or any part thereof, are not ready
                  for
                  occupancy, or due to a prior tenant holding over in the Demised
                  Premises
                  or due to any other person being in possession of the Demised Premises
                  or
                  for any other reason.

              
	 	 	 	 
	
                13th

              	
                Repairs
                  and Care.
                  Tenant has examined the Demised Premises and has entered into this
                  Lease
                  without any representation on the part of Landlord as to the condition
                  thereof. Tenant shall take good care of the Demised Premises and
                  shall at
                  Tenant’s sole cost and expense, make all repairs, including painting and
                  decorating, and shall maintain the Demised Premises in good condition
                  and
                  state of repair. Tenant shall neither encumber nor obstruct the
                  sidewalks,
                  driveways, yards, entrances, hallways and stairs in and about the
                  Property, but shall keep and maintain the same in a neat and clean
                  condition as to its own activities, free from debris, trash and
                  refuse.

              
	 	 	 	 
	
                14th

              	
                Glass,
                  Damage and Repairs.
                  In case of the destruction of or any damage to the glass in the
                  Demised
                  Premises, or the destruction of or damage of any kind whatsoever
                  to the
                  Property, which is caused by the carelessness, negligence or improper
                  conduct on the part of Tenant or Tenant’s agents, employees, guests
                  licensees, invitees, subtenants, assignees or successors, Tenant
                  shall
                  promptly repair at its sole cost and expense said damage or replace
                  or
                  restore said glass at Tenant’s sole cost and expense.

              
	 	 	 	 
	
                15th

              	
                Utilities.
                  Tenant shall be responsible for the cost of the prompt repair of
                  any
                  utility, ventilating, heating, air conditioning, electrical, gas
                  and other
                  utility lines within the Demised Premises, except if damage outside
                  the
                  Demised Premises is caused by the acts or omissions of Tenant,
                  its agents,
                  servants or employees, in which event Tenant shall likewise be
                  responsible
                  for the cost of repair of such damage outside the Demised Premises.
                  Landlord will guarantee the HVAC and electrical systems for the
                  period of
                  one (1) year from the Commencement Date except in the case where
                  damage is
                  due to the acts or omissions of Tenant, including, but not limited
                  to,
                  Tenant’s failure to reimburse Landlord its HVAC maintenance charges.
                  Landlord shall not be liable for any inconvenience or harm caused
                  by any
                  stoppage or reduction of any utilities and services, and in no
                  

              


      

       

      
        
          
          

        

        
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        	 	event
                shall
                the stoppage or reduction of any utilities and services excuse Tenant
                from
                the timely payment of Rent.
	 	 
	
                16th

              	
                Alterations
                  and Improvements.

              
	 	
                1)

              	
                No
                  alterations, additions or improvements shall be made, and no climate
                  regulating, air conditioning, cooling, heating or sprinkler systems,
                  television or radio antennas, heavy equipment, apparatus or fixtures,
                  shall be installed in or attached to the Demised Premises, without
                  the
                  prior written consent of Landlord, which shall not be unreasonably
                  withheld, and the issuance of all required permits from all government
                  agencies having jurisdiction. Except as provided below, all such
                  alterations, additions or improvements installed
                  in or attached to the Demised Premises shall belong to and become
                  the
                  property of Landlord and be surrendered with the Demised Premises
                  and as a
                  part thereof upon the expiration or sooner termination of this
                  Lease,
                  without hindrance, molestation or injury.

              
	 	 	 
	 	
                2)

              	
                Provided
                  that Tenant is not in default of any of the terms of this Lease,
                  Tenant
                  shall have the right to remove any trade fixtures which were installed
                  at
                  Tenant’s sole cost and expense; provided, however, that (i) Tenant shall
                  not remove any equipment, furnishings or mechanical fixtures that
                  are
                  fixed in place and mechanically or electrically connected to the
                  building
                  and/or its systems and (ii)Tenant shall restore the Demised Premises
                  to
                  the condition existing prior to the installation of the trade fixtures
                  which are removed, reasonable wear and tear excepted.

              
	 	 	 
	
                17th

              	
                Construction
                  Lien.
                  If any construction, mechanics’ or other liens shall be created or filed
                  against the Demised Premises by reason of labor per-formed or materials
                  furnished for Tenant in the creation, construction, completion,
                  alteration, repair or addition to any building or improvement,
                  Tenant
                  shall, at Tenant’s sole cost and expense within ten (10) days of filing,
                  cause
                  such lien or liens to be satisfied and discharged of record together
                  with
                  any other liens that may have been filed. Failure to discharge
                  said liens
                  within the aforesaid ten (10) day period shall entitle Landlord
                  to resort
                  to such remedies as are provided herein in the case of any default
                  of this
                  Lease, in addition to any remedies permitted by law.

              
	 	 	 
	
                18th

              	
                Tenant
                  Loans and Landlord Subordination.
                  Should Tenant desire to use its property located within the Demised
                  Premises as collateral on any loan, Landlord shall not be required
                  to
                  execute any documents evidencing its consent and subordination
                  to any such
                  loan unless and until Landlord has been provided with true copies
                  of all
                  of the loan documents, including, but not limited to, the note,
                  the
                  security agreement and a complete description of the proposed collateral.
                  Any such consent and subordination documents shall be in a form
                  and under
                  terms and conditions that are acceptable to Landlord.

              
	 	 	 
	
                19th

              	
                Signs.
                  Tenant shall not place any signs of any kind whatsoever upon, in
                  or about
                  the Property or any part thereof, except of a design and structure
                  and in
                  or at such places as may be indicated and consented to by Landlord
                  in
                  writing. In case Landlord or Landlord’s agents, employees or
                  representatives shall deem it necessary to
                  remove any such signs in order to
                  paint or make any repairs, alterations or improvements in or upon
                  the
                  Property or any part thereof, they may be so removed, but shall
                  be
                  replaced at Landlord’s expense when the said repairs, alterations or
                  improvements shall have been completed. Any signs permitted by
                  Landlord
                  shall at all times conform with all municipal ordinances or other
                  laws and
                  regulations applicable thereto. Landlord’s consent shall not be required
                  for signs placed within the Demised Premises which are not visible
                  from
                  outside the Demised Premises.

              
	 	 	 
	
                20th

              	
                End
                  of Term.
                  Upon the Expiration Date or sooner termination of this Lease, Tenant
                  shall: (a) leave the Demised Premises in a “broom clean” condition; (b)
                  remove all of Tenant’s property; (c) remove all signs in and about the
                  Demised Premises and restore that portion of the Demised Premises
                  on which
                  they were placed; (d) repair all damage caused by moving; and (e)
                  return
                  the Demised Premises to Landlord in the same condition as it was
                  at the
                  beginning of the Term, except for normal wear and tear.


              
	 	 	 
	
                21st

              	
                Removal
                  of Tenant’s Property.
                  Any equipment, fixtures, goods or other property of Tenant not
                  removed by
                  Tenant upon the expiration or sooner termi-nation of this Lease
                  or upon
                  any quitting, vacating or abandonment of the Demised Premises by
                  Tenant,
                  or upon Tenant’s eviction, shall be considered as abandoned and Landlord
                  shall have the right, without any notice to Tenant, to sell or
                  otherwise
                  dispose of the same, at the sole cost and expense of Tenant, and
                  shall not
                  be accountable to Tenant for any part of the proceeds of such sale,
                  if
                  any.

              
	 	 	 
	
                22nd

              	
                Compliance
                  with Laws, Etc.
                  Tenant shall promptly comply with (i) all laws, ordinances, rules,
                  regulations, requirements and directives of the Federal, State
                  and
                  Municipal governments or public authorities and of all of their
                  departments, bureaus and subdivisions, applicable to and affecting
                  the
                  Demised Premises, its use and occupancy, for the correction, prevention
                  and abatement of nuisances, violations or other grievances in,
                  upon or
                  connected with the Demised Premises, during the Term; and (ii)
                  all orders,
                  regulations, requirements and directives of the Board of Fire Underwriters
                  or similar authority; and (iii) the requirements of any insurance
                  companies which have issued or are about to issue policies of insurance
                  covering the Property and/or its contents, for the prevention of
                  fire or
                  other casualty, damage or injury, at Tenant’s sole cost and
                  expense.

              
	 	 	 
	
                23rd

              	
                Environmental
                  Matters.

              
	 	
                1)

              	
                Tenant
                  warrants and represents that, with respect to maintenance and operations
                  thereon of the Demised Premises and any other premises that it
                  occupies
                  anywhere in the United States, it is in compliance with all laws,
                  ordinances, rules, regulations and policies of any government authority
                  having jurisdiction regarding the environment, human health or
                  safety
                  (collectively, “Environmental
                  Laws”),
                  including, but not limited to, its storage and use of chemicals,
                  its
                  generation and disposal of hazardous wastes and the training, education
                  and safety of its employees.

              


      

       

      
        
          
          

        

        
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                2)

              	
                Tenant
                  shall remain in compliance with the above representations during
                  its
                  entire occupancy of the Property or any part thereof.

              
	 	 	 
	 	
                3)

              	
                Landlord
                  and Landlord’s agents, employees or other representatives shall have the
                  right to demand documentation supporting these representations.
                  The
                  failure of Tenant to supply any documentation so demanded within
                  sixty
                  (60) days of written notice of such demand (or immediately in the
                  case of
                  an emergency or suspected violation) shall entitle Landlord to
                  the option
                  of canceling this Lease, and the Term hereof is hereby expressly
                  limited
                  accordingly.

              
	 	 	 
	 	
                4)

              	
                Tenant
                  shall comply with all of the terms of Exhibit
                  C
                  which is attached hereto and made a part hereof.

              
	 	 	 
	
                24th

              	
                Restriction
                  of Use.

              
	 	
                1) 

              	
                Tenant
                  shall not occupy or use the Demised Premises or any part thereof,
                  nor
                  permit or suffer the same to be occupied or used for any purposes
                  other
                  than for the Use, nor for any purpose deemed unlawful, disreputable,
                  or
                  extra-hazardous on account of fire or other casualty, nor in a
                  manner
                  which interferes with other tenants in the beneficial use of their
                  premises.

              
	 	 	 
	 	
                2) 

              	
                Tenant
                  covenants and agrees not to suffer, allow or permit any offensive
                  or
                  obnoxious vibration, noise, odor or other undesirable effect to
                  emanate
                  from the Demised Premises or from any machine, equipment or other
                  installation therein, or otherwise suffer, allow or permit the
                  same to
                  constitute a nuisance or otherwise interfere with the safety, comfort
                  or
                  convenience of Landlord or any of the other tenants or occupants
                  of the
                  building or their customers, clients, patron, guests, agents or
                  invitees,
                  or any others lawfully in or upon the Property. Tenant, and its
                  employees,
                  customers, clients, patrons, guests, agents or invitees, shall
                  not make or
                  commit any unreasonable noises or disturbances of any kind in the
                  Demised
                  Premises, nor anywhere else on the Property, nor mark or defile
                  the water
                  closets, toilet rooms or the walls, windows, doors or any other
                  part of
                  the Property, nor interfere in any way with other tenants or those
                  having
                  business in the Property. Tenant, and its employees, customers,
                  clients,
                  patrons, guests, agents or invitees, shall comply with the State
                  of New
                  Jersey’s law regarding smoking in pubic places and will only smoke in
                  designated areas. 

              
	 	 	 
	 	
                3) 

              	
                Tenant
                  shall not conduct, nor permit any other person to conduct, any
                  auction
                  upon the Demised Premises. Tenant shall not permit the Demised
                  Premises to
                  be used for gambling or any other illegal activity. Canvassing,
                  soliciting
                  and peddling on the Property are prohibited, and Tenant shall cooperate
                  to
                  prevent the same.

              
	 	 	 
	
                25th

              	
                Assignment
                  and Sublet.

              
	 	
                1)

              	
                Tenant
                  shall not, without the prior written consent of Landlord, assign,
                  mortgage
                  or hypothecate this Lease, nor sublet or sublease the Demised Premises
                  or
                  any part thereof or permit any other person or business to use
                  the Demised
                  Premises except as permitted in this 25th
                  Section .
                  If Tenant shall be a corporation, limited liability company or
                  partnership, more than fifty percent (50%) of the stock, membership
                  interests or partnership interests, as the case may be, shall be
                  deemed an
                  assignment of this Lease and subject to the provisions of this
                  Section.
                  The provisions of this Section shall be binding upon the legal
                  representatives of Tenant and every person to whom Tenant’s interest under
                  this Lease passes by operation of law or otherwise, except that
                  it shall
                  not apply to an assignment or subletting to an affiliate, a subsidiary
                  or
                  related entity of Tenant, nor to the sale of Tenant’s business or in
                  connection with a merger or consolidation (collectively, a “Permitted
                  Transfer”),
                  provided that Tenant has notified Landlord of the Permitted Transfer
                  and
                  supplied Landlord with any reasonable information and documentation
                  it may
                  request.

              
	 	 	 
	 	
                2)
                  

              	
                Provided
                  Tenant is not in default under any of the terms or conditions of
                  this
                  Lease, Landlord will not unreasonably withhold consent to a partial
                  sublet
                  of the Demised Premises, provided that Tenant remains in occupancy
                  of the
                  Demised Premises and that the subtenant does not violate any of
                  the terms
                  of this Lease.

              
	 	 	 
	 	
                3)
                  

              	
                If
                  Tenant requests Landlord’s consent to an assignment of this Lease or a
                  subletting of all or any part of the Demised Premises, Tenant shall
                  submit
                  to Landlord: (i) the name of the proposed assignee or subtenant;
                  (ii) the
                  terms of the proposed assignment or subletting; (iii) the nature
                  of the
                  proposed assignee or subtenant’s business and its proposed use of the
                  Demised Premises; (iv) such information as to the financial responsibility
                  and general reputation of the proposed assignee or subtenant as
                  Landlord
                  may require; and (v) a summary of plans and specifications for
                  revising
                  the floor layout of the Demised Premises.

              
	 	 	 
	 	
                4)

              	
                Upon
                  receipt of all such information from Tenant, Landlord shall have
                  the
                  option, to be exercised in writing within thirty (30) days after
                  such
                  receipt, to cancel and terminate this Lease if the request is to
                  assign
                  this Lease or to sublet all or substantially all of the Demised
                  Premises
                  or, if the request is to sublet a portion of the Demised Premises
                  only, to
                  cancel and terminate this Lease with respect to such portion, in
                  each case
                  as of the date set forth in Landlord’s notice of exercise of such option
                  which shall not be less than thirty (30) nor more than ninety (90)
                  days
                  after the date of such notice. If Landlord shall fail to exercise
                  its
                  option to cancel and terminate this Lease with respect to all or
                  a part of
                  the Demised Premises as above provided, Landlord shall not thereby
                  be
                  deemed to have consented to the proposed assignment or subletting,
                  unless,
                  prior to the expiration of the aforesaid thirty (30) day period,
                  Landlord
                  shall have delivered its written consent thereto to
                  Tenant.

              
	 	 	 
	 	
                5)

              	
                If
                  Landlord shall cancel this Lease in whole or in part as above provided,
                  Tenant shall surrender possession of the Demised Premises, or the
                  portion
                  of the Demised Premises which is the subject of the request, as
                  the case
                  may be, on the date set forth in such notice in accordance with
                  the
                  provisions of this Lease relating to surrender of the Demised Premises.
                  If
                  this Lease shall be cancelled as to a portion of the Demised Premises
                  only, (i) the Rent payable by Tenant hereunder shall be adjusted
                  proportionately by multiplying the Rent


              


      

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      
        	 	 	then in
                effect by a
                fraction, the numerator of which is the number of rentable square
                feet in
                the portion of the Demised Premises to be retained and the denominator
                of
                which is the rentable square feet of the entire Demised Premises
                leased at
                the time of Tenant’s request for consent to the assignment or sublet, and
                (ii) Landlord, at Landlord’s expense, shall have the right to make any
                alterations to the Demised Premises required, in Landlord’s judgment, to
                make the portion of the Demised Premises surrendered a self-contained
                rental unit with access through corridors to any and all common areas,
                elevators, toilets and amenities serving such space. At Landlord’s
                request, Tenant shall execute and deliver an agreement, in form
                satisfactory to Landlord, setting forth any modifications to this
                Lease
                contemplated or resulting from the operation of this Section; however,
                neither Landlord’s failure to request such agreement nor Tenant’s failure
                to execute such agreement shall vitiate the effect of any cancellation
                pursuant to this Section.
	 	 	 
	 	
                6)

              	
                Notwithstanding
                  any assignment or sublet, Tenant shall not be released from any
                  obligation
                  under this Lease without the express written consent of Landlord,
                  which
                  consent may be withheld in Landlord’s sole discretion.

              
	 	 	 
	
                26th

              	
                Access
                  to Demised Premises.
                  Tenant agrees that Landlord and Landlord’s agents, employees or other
                  representatives, shall have the right to enter into and upon the
                  Demised
                  Premises or any part thereof, at all reasonable hours and with
                  reasonable
                  notice, for the purpose of examining the same or making such repairs
                  or
                  alterations therein as may be necessary for the safety and preservation
                  thereof as determined in Landlord’s sole and absolute discretion. This
                  clause shall not be deemed to be a covenant by Landlord nor be
                  construed
                  to create an obligation on the part of Landlord to make such inspection
                  or
                  repairs. Landlord shall have the right to enter the Demised Premises
                  at
                  any time without notice to Tenant in case of emergency. In all
                  cases of
                  entry by Landlord, Landlord shall use commercially reasonable efforts
                  to
                  minimize disruption of Tenant’s use of the Demised
                  Premises.

              
	 	 	 
	
                27th

              	
                Reimbursement
                  of Landlord.
                  

              
	 	
                1)

              	
                If
                  Tenant shall fail or refuse to comply with or perform any conditions
                  and
                  covenants of this Lease, Landlord may, if Landlord so elects, carry
                  out
                  and perform such conditions and covenants, at the cost and expense
                  of
                  Tenant, and the said cost and expense shall be payable on demand,
                  or at
                  the option of Landlord shall be added to the installment of Rent
                  due
                  immediately thereafter but in no case later than one (1) month
                  after such
                  demand, whichever occurs sooner, and shall be due and payable as
                  such.
                  This remedy shall be in addition to such other remedies as Landlord
                  may
                  have hereunder by reason of the breach by Tenant of any of the
                  covenants
                  and conditions contained in this Lease.

              
	 	 	 
	 	
                2)

              	
                Tenant
                  shall pay all legal fees and expenses incurred by Landlord in (i)
                  enforcing or modifying the terms of the Lease, (ii) commencing
                  and
                  prosecuting a suit for the recovery of the Demised Premises, damages
                  or
                  any amounts owed to Landlord, (iii) commencing and prosecuting
                  a
                  declaratory action, (iv) prosecuting the Landlord’s rights in any
                  bankruptcy proceeding involving the Tenant, (v) defending an action
                  or
                  counterclaim brought by Tenant, (vi) preparing for or appearing
                  in an
                  arbitration, mediation or other non-judicial proceeding and (vii)
                  connection with the enforcement of any post-judgment collection
                  remedy.
                  

              
	 	 	 
	
                28th

              	
                Late
                  Charges, Returned Check Charges, Etc..
                  Tenant hereby acknowledges that late payment by Tenant to Landlord
                  of Rent
                  or other sums due hereunder will cause Landlord to incur costs
                  not
                  contemplated by this Lease, the exact amount of which will be extremely
                  difficult to ascertain. Accordingly:

              
	 	 	 
	 	
                1)

              	
                If
                  any installment of Rent or any sum due from Tenant shall not be
                  received
                  by Landlord or Landlord's designee within seven (7) days after
                  the due
                  date then Tenant shall pay to Landlord a late charge equal to ten
                  percent
                  (10%) of such overdue amount.

              
	 	 	 
	 	
                2)

              	
                If
                  any Tenant check deposited by Landlord is returned unpaid, Tenant
                  shall
                  pay to Landlord a returned check charge equal to two (2) times
                  the amount
                  charged to Landlord by Landlord’s Bank.

              
	 	 	 
	 	
                3)

              	
                If
                  two (2) or more Tenant checks are returned to Landlord in any twelve
                  (12)
                  month period, Landlord shall have the right to require all charges
                  due
                  from Tenant for the balance of the Term to be paid by certified
                  check,
                  bank check or money order.

              
	 	 	 
	 	
                4)

              	
                If
                  and when any installment of Rent or any sum due from Tenant has
                  not been
                  paid within ninety (90) days after the due date, then Landlord
                  shall have
                  the right from the ninety-first (91st)
                  day forward to charge interest on Tenant’s entire unpaid balance at the
                  rate of eight percent (8%) per annum until all Rent due from Tenant
                  has
                  been received by Landlord. 

              
	 	 	 
	 	
                5)

              	
                Any
                  such late charge, returned check charge and/or interest charge,
                  if not
                  previously paid, shall, at the option of the Landlord, be added
                  to and
                  shall become part of the succeeding rental payment to be made hereunder
                  and shall be deemed to constitute Additional Rent.

              
	 	 	 
	 	
                6)

              	
                Late
                  charges, returned check charges and interest charges shall be in
                  addition
                  to and not in lieu of any other remedy Landlord may have and is
                  in
                  addition to any reasonable fees and charges of any agents or attorneys
                  Landlord may employ as a result of any default under this
                  Lease.

              
	 	 	 
	
                29th

              	
                Default;
                  Remedies upon Tenant’s Default.
                  If there should occur any default on the part of Tenant in the
                  performance
                  of any conditions and cove-nants herein contained including, without
                  limitation, the payment of Rent when due, or if during the Term
                  hereof the
                  Demised Premises or any part thereof shall be or become abandoned
                  or
                  deserted, vacated or vacant, or should Tenant be evicted by summary
                  proceedings or otherwise, Landlord, in addition to any other remedies
                  herein contained or as may be permitted by law, may either by force
                  

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	 	or
                otherwise,
                without being liable for prosecution therefor or for damages, re-enter
                the
                Demised Premises and have and again possess and enjoy the same; and
                as
                agent for Tenant or otherwise, re-let the Demised Premises and receive
                the
                rents therefor and apply the same, first to the payment of such expenses,
                reasonable attorney fees and costs, as Landlord may have incurred
                in the
                re-entering and repossessing of the same and in making such repairs
                and
                alterations as may be necessary; and second to the payment of the
                Rent due
                hereunder. Tenant shall remain liable for such Rent as may be in
                arrears
                and also the Rent as may accrue subsequent to the re-entry by Landlord,
                to
                the extent of the difference between the Rent reserved hereunder
                and the
                Rent, if any, received by Landlord during the remainder of the unexpired
                term hereof, after deducting the aforementioned expenses, fees and
                costs;
                the same to be paid as such deficiencies arise and are ascertained
                each
                month. Landlord
                shall have the right to elect to terminate the Term by giving notice
                of
                such election, and the effective date thereof, to Tenant and to receive
                Termination
                Damages,
                defined as the amount which, at the time of actual payment thereof
                to
                Landlord, is the sum of :
	 	 	 
	 	
                1)

              	
                all
                  accrued but unpaid Rent; 

              
	 	 	 
	 	
                2)

              	
                the
                  present value (calculated using the most recently available (at
                  the time
                  of calculation) published weekly average yield on United States
                  Treasury
                  securities having maturities comparable to the balance of the then
                  remaining Term) of the sum of all payments of Rent remaining due
                  (at the
                  time of calculation-) until the date the Term would have expired
                  (had
                  there been no election to terminate it earlier) less the present
                  value
                  (similarly calculated) of all payments of Rent to be received through
                  the
                  end of the Term (had there been no election to terminate it earlier)
                  from
                  a lessee, if any, of the Demised Premises under commercially reasonable
                  terms existing at the time of calculation (and it shall be assumed
                  for
                  purposes of such calculations that (i) the amount of future Additional
                  Rent due per year under this Agreement will be equal to the average
                  Additional Rent per month due during the twelve (l2) calendar months
                  immediately preceding the date of any such calculation, increasing
                  annually at a rate of eight percent (8%) compounded; and (ii) if
                  any
                  calculation is made before the end of the first full calendar year
                  of
                  occupancy under this Lease, operating expenses may be extrapolated
                  based
                  on the year-to-date experience of Landlord);

              
	 	 	 
	 	
                3)

              	
                Landlord's
                  cost of demolishing any leasehold improvements to the Demised Premises;
                  and

              
	 	 	 
	 	
                4)

              	
                that
                  amount, which as of the occurrence of the default on the part of
                  Tenant,
                  bears the same ratio to the costs, if any, incurred by Landlord
                  (and not
                  paid by Tenant) in building out the Demised Premises in accordance
                  with
                  this Lease as the number of months remaining in the Term (immediately
                  before the occurrence of the said default) bears to the number
                  of months
                  in the entire Term (immediately before the occurrence of the said
                  default).

              
	 	 	 
	
                30th

              	
                Termination
                  on Default.
                  Upon the occurrence of any of the contingencies set forth in the
                  29th
                  Section of this Lease, or should Tenant be adjudicated a bankrupt,
                  insolvent or placed in receivership, or should proceedings be instituted
                  by or against Tenant for bankruptcy, insolvency, receivership,
                  agreement
                  of composition or assignment for the benefit of creditors, or if
                  this
                  Lease or the estate of Tenant hereunder shall pass to another by
                  virtue of
                  any court proceedings, writ of execution, levy, sale or by operation
                  of law, Landlord may, if Landlord so elects, at any time thereafter,
                  terminate this Lease and the Term hereof, upon giving to Tenant
                  or to any
                  trustee, receiver, assignee or other person in charge of or acting
                  as
                  custodian of the assets or property of Tenant, five (5) days notice.
                  Upon
                  the giving of such notice, this Lease and the Term hereof shall
                  end on the
                  date fixed in such notice as if the said date was the date originally
                  fixed in this Lease for the expiration hereof; and Landlord shall
                  have the
                  right to remove all persons, goods, fixtures and chattels therefrom,
                  by
                  force or otherwise, without liability for damages.

              
	 	 	 
	
                31st

              	
                Tenant’s
                  Right to Cure. Anything
                  in this Lease to the contrary notwithstanding, in the event of
                  a default
                  under the terms, covenants, provisions and conditions of this Lease
                  other
                  than the vacating by Tenant of the Demised Premises, Tenant shall
                  have the
                  right to cure and correct the same but only within the following
                  specified
                  periods next following receipt of notice from Landlord specifying
                  said
                  event of default:

              
	 	 	 
	 	
                1)

              	
                five
                  (5) days with respect to defaults in the payment of Rent;
                  and

              
	 	 	 
	 	
                2)

              	
                sixty
                  (60) days with respect to an adjudication of bankruptcy of Tenant
                  or any
                  assignment by Tenant for the benefit of its creditors;
                  and

              
	 	 	 
	 	
                3)

              	
                ten
                  (10) days with respect to all other acts of default; and if the
                  correction
                  of the said event of default requires the performance by Tenant
                  of any
                  work which cannot reasonably be performed within such time period,
                  the
                  said period shall be extended until said work is completed provided
                  that
                  Tenant commences the performance of said work and thereafter promptly
                  and
                  diligently pursues said work to completion. In any such event,
                  Tenant
                  shall furnish Landlord with written evidence of its acts and efforts
                  in
                  the performance and completion of any said work and Tenant
                  shall indemnify and
                  hold harmless the Landlord and each mortgagee of the Property from
                  and
                  against any and all liabilities, damages, claims, losses, judgments,
                  causes of action, costs and expenses (including the reasonable
                  fees and
                  expenses of counsel) which may be incurred by the Landlord or any
                  such
                  mortgagee relating to or arising out of the Tenant's failure to
                  complete
                  the work within the time required hereunder.

              
	 	 	 
	
                32nd

              	
                Non-Waiver
                  by Landlord.
                  The various rights, remedies, options and elections of Landlord
                  expressed
                  herein are cumulative, and the failure of Landlord to enforce strict
                  performance by Tenant of the conditions and covenants of this Lease
                  or to
                  exercise any
                  remedy herein conferred or the acceptance by Landlord of any installment
                  of Rent after any breach by Tenant, in one or more instances, shall
                  not be
                  construed or deemed to be 

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      
        	 	a
                waiver or a
                relinquishment for the future by Landlord
                of any such conditions, covenants, options, elections or remedies,
                but the
                same shall continue in full force and effect.
	 	 
	
                33rd

              	
                Waiver
                  of Redemption.
                  Upon the expiration or sooner termination of this Lease or in the
                  event of
                  entry of judgment for the recovery of possession of the Demised
                  Premises
                  in any action or proceeding, or if Landlord shall enter the Demised
                  Premises by process of law or otherwise, Tenant, for itself and
                  all
                  persons claiming through or under Tenant, including, but not limited
                  to,
                  its creditors, hereby waives and surrenders any right or privileges
                  of
                  redemption provided or permitted by any statute, law or decision
                  now or
                  hereafter in force, to the extent legally authorized, and does
                  hereby
                  waive and surrender all rights or privileges which it may or might
                  have
                  under and by reason of any present or future law or decision, to
                  redeem
                  the Demised Premises or for a continuation of this Lease after
                  having been
                  dispossessed or ejected therefrom by process of law, or otherwise.
                  Such
                  expiration or termination shall not release or discharge any obligation
                  of
                  Tenant to pay Rent or any other liability incurred by reason of
                  any
                  covenant herein contained on the part of Tenant to be
                  performed.

              
	 	 	 
	
                34th

              	
                Renewal
                  Option.

              
	 	
                1)

              	
                Tenant
                  has the option to renew for one (1) successive one (1) year term(s)
                  upon
                  six (6) months written notice to Landlord prior to the expiration
                  of the
                  term of this Lease, time being of the essence; provided, however,
                  that
                  Tenant is not in default under any of the terms and conditions
                  of this
                  Lease and no event has occurred which with the giving of notice,
                  passage
                  of time, or both, would constitute an event of default on the date
                  (i)
                  this option is exercised and (ii) the renewal term commences. Base
                  Rent
                  for the renewal term shall be increased by the greater of five
                  percent
                  (5%) or the increases (if any) in the Consumer Price Index as published
                  by
                  the U.S. Department of Labor (“CPI”).
                  Base Rent for the renewal term shall be determined (and shall be
                  effective
                  for the entire then operative lease years in the renewal term)
                  by
                  multiplying the annualized Base Rent in the last month of the prior
                  term
                  by the greater of a) five percent (5%) or b) a fraction, the denominator
                  of which fraction shall be the CPI figure for the month which is
                  two (2)
                  months prior to the month in which the Commencement Date occurred
                  (the
                  “CPI
                  Month”)
                  and the numerator of which fraction shall be the figure published
                  for the
                  corresponding month in the preceding lease year. The CPI used shall
                  be the
                  All Urban Consumers (CPI-U), U.S. City Average.

              
	 	 	 
	 	
                2)

              	
                Should
                  the CPI cease to be published, then the closest similar published
                  index by
                  an agency of the U.S. Government shall be substituted. Should there
                  be no
                  such substitute, the parties hereto shall, under the rules of the
                  American
                  Arbitration Association, agree to a substitute formula or source,
                  designed
                  to accomplish the same original purpose of this
                  provision.

              
	 	 	 
	
                35th

              	
                Limitations.
                  Any claim, demand, right or defense by Tenant that arises out of
                  this
                  Lease, or the negotiations that preceded this Lease, shall be barred
                  unless Tenant commences an action thereon, or interposes a defense
                  by
                  reason thereof, within six (6) months after the date of the inaction,
                  omission, event or action that gave rise to such claim, demand,
                  right or
                  defense. Tenant acknowledges and understands, after having consulted
                  with
                  its legal counsel, that the purpose of this Section is to shorten
                  the
                  period within which Tenant would otherwise have to raise such claims,
                  demands, rights or defenses under applicable Laws.

              
	 	 	 
	
                36th

              	
                Not
                  Used.

              
	 	 	 
	
                37th

              	
                Not
                  Used.

              
	 	 	 
	
                38th

              	
                Casualty
                  Insurance.
                  Landlord shall carry insurance for fire, extended coverage, vandalism,
                  malicious mischief and other endorsements deemed advisable by Landlord,
                  insuring all improvements on the Property, including the Demised
                  Premises
                  and all leasehold improvements thereon and appurtenances thereto
                  (excluding Tenant's merchandise, trade fixtures, furnishings, equipment
                  and personal property) for the full insurable value thereof, with
                  such
                  deductibles as Landlord deems advisable. The cost of such insurance
                  shall
                  be included in Operating Expenses.

              
	 	 	 
	
                39th

              	
                Right
                  to Exhibit.
                  Tenant agrees from time to time to permit Landlord and Landlord’s agents,
                  employees or other representatives to enter and show the Demised
                  Premises
                  to persons wishing to rent or purchase the same, and Tenant agrees
                  that on
                  and after six (6) months next preceding the expiration of the Term,
                  Landlord or Landlord’s agents, employees or other representatives shall
                  have the right to place notices on the front of the Property or
                  the
                  Demised Premises or any part thereof, offering the same for rent
                  or for
                  sale; and Tenant hereby agrees to permit the same to remain thereon
                  without hindrance or molestation.

              
	 	 	 
	
                40th

              	
                Mortgage
                  Priority.
                  This Lease shall not be a lien against the Property in respect
                  to any
                  mortgages that may hereafter be placed upon said Property. This
                  Lease is
                  subject and subordinate to all ground or underlying leases and
                  to all
                  mortgages that may now or hereafter affect the Property, including
                  all
                  renewals, modifications, consolidations, replacements and extensions
                  of
                  any such underlying leases and mortgages. The recording of any
                  such
                  mortgage or mortgages shall have preference and precedence and
                  be superior
                  and prior in lien to this Lease, irrespective of the date of recording.
                  This clause shall be self-operative and no further instrument of
                  subordination shall be required by any ground lessor or by any
                  mortgagee
                  in order to effectuate such subordination. 

              
	 	 	 
	
                41st

              	
                Certification.
                  Tenant shall, without charge, and at any time during the Term execute
                  and
                  promptly deliver to Landlord or its agent, within ten (10) days
                  after
                  written request from Landlord or its agent, as the case may be,
                  its
                  certification as to: (i) whether this Lease has been modified or
                  amended,
                  and if so, the date, substance and manner of such modification
                  or
                  amendment; (ii) as to the validity and force and effect of this
                  Lease;
                  (iii) as to the existence of any default hereunder, and if so,
                  the nature,
                  scope and extent thereof; (iv) as to the existence of any offsets,
                  counterclaims or defenses on the part of Tenant, and if so, the
                  nature,
                  scope and extent thereof; (v) 

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	 	as to the
                commencement
                and termination dates of the Term; (vi) as to the dates to which
                Rent has
                been paid; (vii) such financial and other credit information as Landlord
                may reasonably request in connection with any prospective financing
                or
                sale of the Demised Premises or the Property; and (viii) as to any
                other
                matters as may reasonably be so requested. Any such certificate may
                be
                relied upon by Landlord and any other person, firm or corporation
                to whom
                the same may be exhibited or delivered, and Tenant shall be bound
                by the
                contents of such certificate. A refusal by Tenant to execute and
                deliver
                such certificate in accordance with the provisions of this Section
                shall
                entitle Landlord to the option of canceling this Lease on five (5)
                days
                notice.
	 	 
	
                42nd

              	
                Attornment.
                  Neither the foreclosure of any mortgage affecting the Demised Premises,
                  nor the institution of any suit, action, summary, or other proceeding
                  by
                  Landlord or any mortgagee, nor the sale, conveyance or transfer
                  of the
                  Demised Premises by Landlord, shall result, by operation of law
                  or
                  otherwise, in the cancellation or termination of this Lease or
                  the
                  obligations of Tenant hereunder, and Tenant covenants and agrees
                  to attorn
                  to Landlord, the holder of any mortgage, or the purchaser, grantee,
                  or
                  transferee of the Demised Premises.

              
	 	 
	
                43rd

              	
                Condemnation
                  and Eminent Domain.
                  If the land and Property of which the Demised Premises are a part,
                  or any
                  portion thereof, shall be taken under eminent domain or condemnation
                  proceedings, or if suit or other action shall be instituted for
                  the taking
                  or condemnation thereof, or in lieu of any formal condemnation
                  proceedings
                  or actions, Landlord shall grant an option to purchase and or shall
                  sell
                  and convey the Property or any portion thereof, to the governmental
                  or
                  other public authority, agency body or public utility seeking to
                  take the
                  Property or any portion thereof, then this Lease, at the option
                  of
                  Landlord, shall terminate, and the Term hereof shall end as of
                  such date
                  as Landlord shall fix by notice in writing as if such date were
                  the date
                  designated as the last day of the Term set forth above; and Tenant
                  shall
                  have no claim or right to claim or be entitled to any portion of
                  any
                  amount which may be awarded as damages or paid as the result of
                  such
                  condemnation proceedings or paid as the purchase price for such
                  option,
                  sale or conveyance in lieu of formal condemnation proceedings;
                  and all
                  rights of Tenant to damages, if any, are hereby assigned to Landlord.
                  Tenant agrees to execute and deliver any instruments promptly upon
                  demand,
                  at the expense of Landlord, as may be deemed necessary or required
                  to
                  expedite any condemnation proceedings or to effectuate a proper
                  transfer
                  of title to such governmental or other public authority, agency,
                  body or
                  public utility seeking to take or acquire the Property or any portion
                  thereof. Tenant covenants and agrees at its sole cost and expense
                  to
                  vacate the Demised Premises, remove all Tenant’s personal prop-erty
                  therefrom and deliver up peaceable possession thereof to Landlord
                  or to
                  such other party designated by Landlord in the aforementioned notice.
                  Failure by Tenant to comply with any provisions in this clause
                  shall
                  subject Tenant to such costs, expenses, damages and losses as Landlord
                  may
                  incur by reason of Tenant’s breach hereof including, without limitation,
                  attorneys’ fees.

              
	 	 
	
                44th

              	
                Fire
                  and other Casualty.
                  In case of fire or other casualty affecting the Demised Premises,
                  Tenant
                  shall give immediate notice to Landlord or, in case of fire or
                  other
                  casualty affecting the Property other than the Demised Premises,
                  Tenant
                  shall give immediate notice to Landlord upon Tenant obtaining knowledge
                  of
                  such fire or casualty. If the Demised Premises shall be partially
                  damaged
                  by fire, the elements or other casualty, Landlord shall repair
                  the same as
                  speedily as practicable, but Tenant’s obligation to pay the Rent hereunder
                  shall not cease. If, in the opinion of Landlord, the Demised Premises
                  is
                  so exten-sively and substantially damaged as to render them untenantable,
                  then the Rent shall cease until such time as the Demised Premises
                  shall be
                  made tenantable by Landlord. However, if, in the opinion of Landlord,
                  the
                  Demised Premises is totally destroyed or so extensively and substantially
                  damaged as to require practically a rebuilding thereof, then the
                  Rent
                  shall be paid up to the time of such destruction and then and from
                  thenceforth this Lease shall automatically and without notice come
                  to an
                  end. In no event however, shall the provisions of this clause become
                  effective or be applicable, if the fire or other casualty and damage
                  shall
                  be the result of the carelessness, negligence or improper conduct
                  of
                  Tenant or Tenant’s agents, employees, guests, licensees, invitees,
                  subtenants, assignees or successors. In such case, Tenant’s liability for
                  the payment of the Rent and the performance of all the cov-enants,
                  conditions and terms hereof on Tenant’s part to be performed shall
                  continue and Tenant shall be liable to Landlord for the damage
                  and loss
                  suffered by Landlord. If Tenant shall have been insured against
                  any of the
                  risks herein covered, then the proceeds of such insurance shall
                  be paid
                  over to Landlord to the extent of Landlord’s costs and expenses to make
                  the repairs hereunder, and such insurance carriers shall have no
                  recourse
                  against Landlord for reimbursement.

              
	 	 
	
                45th

              	
                Liability
                  Insurance.
                  Tenant, at Tenant’s sole cost and expense, shall obtain or provide and
                  keep in full force and effect for the benefit of Landlord, during
                  the
                  Term, commercial general liability insurance, insuring Landlord
                  against
                  any and all liability or claims of liability arising out of, occasioned
                  by
                  or resulting from any accident or otherwise in or about the Demised
                  Premises, for injuries to any person or persons, for limits of
                  not less
                  than One Million and 00/100 Dollars ($1,000,000.00) for injuries
                  to one
                  person and Two Million and 00/100 Dollars ($2,000,000.00) for injuries
                  to
                  more than one person, in any one accident or occurrence, for not
                  less than
                  One Million and 00/100 Dollars ($1,000,000.00) for loss or damage
                  to the
                  property of any person or persons. The policy or policies of insurance
                  shall be of a company or companies authorized to do business in
                  the State
                  in which the Property is located and shall be delivered to Landlord,
                  together with evidence of the payments of the premiums therefor,
                  not less
                  than fifteen (15) days prior to the commencement of the Term hereof
                  or of
                  the date when Tenant shall enter into possession, whichever occurs
                  sooner.
                  At least fifteen (15) days prior to the expiration or termination
                  date of
                  any policy, Tenant shall deliver a renewal or replacement policy
                  with
                  proof of the payment of the premium therefor. Landlord
                  shall obtain and maintain during the Term, commercial general liability
                  insurance against claims for bodily injury, personal injury, death
                  or
                  property damage occurring on, in or about the Property or as a
                  result of
                  ownership of the facilities located in the Property for limits
                  of not less
                  than One Million and 00/100 Dollars ($1,000,000.00) for injuries
                  to one
                  person and Two Million and 00/100 ($2,000,000.00) for injuries
                  to more
                  than one person in any one accident or occurrence, for not less
                  than One
                  Million and 00/100 Dollars ($1,000,000.00) for loss or damage to
                  the
                  property of any person or persons. Such policy shall include a
                  contractual
                  liability endorsement and shall cover Landlord's indemnity obligation
                  described in Section 47. The cost of such insurance shall be included
                  in
                  Operating Expenses. The 

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	 	amount of
                insurance to
                be carried by Landlord shall be an amount Landlord deems reasonably
                necessary or appropriate in connection with the use and operation
                of the
                Property and customarily carried with respect to similar properties
                in
                Middlesex County, New Jersey or as any mortgagee of Landlord may
                require.
	 	 
	
                46th

              	
                Tenant’s
                  Indemnity.
                  Tenant, at its sole cost and expense agrees to and shall indemnify,
                  defend
                  and hold and keep harmless Landlord and its agents, representatives,
                  employees, constituent members, successors and assigns, from and
                  against
                  any and all claims, actions, demands and suits, for, in connection
                  with or
                  resulting from any accident, injury or damage whatsoever (including,
                  without limitation, reasonable attorneys’ fees and actual out-of-pocket
                  costs of enforcement of this provision) caused to any person or
                  property
                  arising, directly or indirectly, in whole or in part, out of the
                  business
                  conducted in or the use of the Demised Premises, or occurring in,
                  on or
                  about the Demised Premises, or arising, directly or indirectly,
                  in whole
                  or in part, from any act or omission of Tenant or any concessionaire
                  or
                  subtenant or their respective licensees, servants, agents, employees
                  or
                  contractors, or arising out of the breach or default by Tenant
                  of any
                  term, provision, covenant or condition contained in the Lease,
                  and from
                  and against any and all losses, costs, expenses, judgments and
                  liabilities
                  incurred in connection with any claim, action, demand, suit or
                  other
                  proceeding brought thereon. This indemnity shall include defending
                  or
                  resisting any proceeding, by attorneys reasonably satisfactory
                  to
                  Landlord. This indemnity shall be insured as a contractual obligation
                  under the policy of liability insurance Tenant is required to carry
                  hereunder.

              
	 	 
	
                47th

              	
                Landlord’s
                  Indemnity.
                  Landlord, at its sole cost and expense agrees to and shall indemnify,
                  defend and hold and keep harmless Tenant and its agents, representatives,
                  employees, constituent members, successors and assigns, from and
                  against
                  any and all claims, actions, demands and suits, for, in connection
                  with or
                  resulting from any accident, injury or damage whatsoever (including,
                  without limitation, reasonable attorneys’ fees and actual out-of-pocket
                  costs of enforcement of this provision) caused to any person or
                  property
                  arising from any negligence or willful misconduct of Landlord or
                  its
                  respective licensees, servants, agents, employees or contractors,
                  except
                  to the extent due to the negligence or willful misconduct of
                  Tenant.

              
	 	 
	
                48th

              	
                Tenant’s
                  Contents Insurance.
                  Tenant shall hold Landlord harmless and fully indemnify Landlord
                  against
                  any claims for damages to Tenant’s contents, except in the case of
                  subrogation by an insurance company. In addition to all other insurance
                  required hereunder, Tenant shall fully insure its contents located
                  in, on
                  or about the Demised Premises, at full replacement value. Tenant
                  shall
                  furnish Landlord with a certificate of such insurance from time
                  to time to
                  evidence the continued existence of said policy. Said certificate
                  shall
                  clearly state that such insurance may not be cancelled except upon
                  ten
                  (10) days written notice to Landlord. Should Tenant at any time
                  fail to
                  maintain said contents coverage, said failure shall not be a default
                  hereunder but shall constitute a defacto waiver of all rights of
                  recovery
                  against Landlord for any loss or damage of any nature whatsoever
                  to
                  Tenant's property regardless of the cause of said
                  damage.

              
	 	 
	
                49th

              	
                Exculpation.
                  Notwithstanding anything to the contrary set forth in this Lease,
                  it is
                  specifically understood and agreed by Tenant that there shall be
                  absolutely no personal liability on the part of Landlord or any
                  individuals associated with Landlord, including, but not limited
                  to, any
                  partners, members or shareholders of Landlord nor joint venturers
                  with
                  Landlord nor any of their successors, assignees, heirs, executors,
                  administrators or personal and legal representatives with respect
                  to any
                  of the terms, covenants and conditions of this Lease, and Tenant
                  shall
                  look solely to the equity, if any, of Landlord in the Property
                  for the
                  satisfaction of each and every remedy (including, without limitation,
                  equitable remedies) of Tenant in the event of any breach by Landlord
                  of
                  any of the terms, covenants and conditions of this Lease to be
                  performed
                  by Landlord; such exculpation of personal liability to be absolute
                  and
                  without any exception whatsoever.

              
	 	 
	
                50th

              	
                Non-Liability
                  of Landlord.
                  Neither Landlord nor any of its agents, co-venturers, representatives,
                  employees, constituent members, successors or assigns shall be
                  liable for
                  any damage or injury which may be sustained by Tenant or by any
                  other
                  person, nor shall Tenant have any right to claim an eviction or
                  constructive eviction as a consequence of: (i) any defect, latent
                  or
                  apparent in the Demised Premises; or (ii) any change of conditions
                  in the
                  Demised Premises; or (iii) the failure, breakage, leakage or obstruction
                  of the street or sub-surface; or (iv) the failure, breakage, leakage
                  or
                  obstruction of the water, plumbing, steam, sewer, waste or soil
                  pipes; or
                  (v) the failure, breakage, leakage or obstruction of the roof,
                  walls,
                  drains, leaders, gutters, valleys, downspouts or the like; or (vi)
                  the
                  failure, breakage, leakage or obstruction of the electrical, gas,
                  power,
                  conveyor, refrigeration, sprinkler, air conditioning or heating
                  systems;
                  or (vii) the failure, breakage, leakage or obstruction of elevators
                  or
                  hoisting equipment; or (viii) any structural failure; or (ix) the
                  elements; or (x) any theft or pilferage; or (xi) any fire, explosion
                  or
                  other casualty; or (xii) the carelessness, negligence or improper
                  conduct
                  on the part of any other tenant or of Landlord, or Landlord’s or this or
                  any other tenant’s respective agents, employees, guests, licensees,
                  invitees, subtenants, assignees or successors; or (xiii) any interference
                  with, interruption of or failure, beyond the control of Landlord,
                  of any
                  services to be furnished or supplied by Landlord. All property
                  kept,
                  maintained or stored in, on or at the Demised Premises shall be
                  so kept,
                  maintained or stored at the sole risk of Tenant.

              
	 	 
	
                51st

              	
                Increase
                  of Insurance Rates.
                  If for any reason it shall be impossible to obtain fire and other
                  hazard
                  insurance on the buildings and improvements on the Property, in
                  an amount
                  and in the form and in insurance companies acceptable to Landlord,
                  Landlord may, if Landlord so elects at any time thereafter, terminate
                  this
                  Lease and the Term hereof, upon giving to Tenant fifteen (15) days’
                  notice, and upon the giving of such notice, this Lease and the
                  Term
                  thereof shall terminate and end as of the date set forth in said
                  notice as
                  if such date were the date designated as the last day of the Term
                  set
                  forth above. If by reason of the use to which the Demised Premises
                  are put
                  by Tenant or character of or the manner in which Tenant’s business is
                  carried on, the insurance rates for fire and other hazards shall
                  be
                  increased, Tenant shall upon demand, pay to Landlord, as Additional
                  Rent,
                  the amount by which the premiums for such insurance are increased.
                  Such
                  payment shall be paid with the next installment of Rent but in
                  no case
                  later than one (1) month after such demand, whichever occurs sooner.
                  

              


      

       

      
        
          
          

        

        
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                52nd

              	
                Waiver
                  of Subrogation Rights.
                  Tenant and Landlord waive all rights of recovery against each other
                  and
                  each other’s agents, employees or other representatives, for any loss,
                  damages or injury of any nature whatsoever to property or persons
                  for
                  which Tenant or Landlord is insured. Tenant shall obtain from Tenant’s
                  insurance carriers, and shall promptly deliver to Landlord, waivers
                  of
                  subrogation rights under its respective policies required
                  hereunder.

              
	 	 
	
                53rd

              	
                Broker.
                  Landlord agrees to pay, pursuant to a separate agreement, all brokerage
                  commissions payable in connection with the negotiations for, and
                  execution
                  of, this Lease. Tenant and Landlord warrant that they have not
                  dealt with
                  any real estate broker except Cushman and Wakefield of New Jersey,
                  Inc. In
                  the event of any misrepresentation by either Landlord or Tenant,
                  the
                  misrepresenting party agrees to hold the other harmless from any
                  costs or
                  claims, including,without limitation, reasonable attorneys’
                  fees.

              
	 	 
	
                54th

              	
                Notices.
                  Any and all notices, requests or other such communications required
                  under
                  the terms of this Lease shall be given either (i) by certified
                  or
                  registered mail, return receipt requested, postage prepaid, or
                  (ii) a
                  national overnight delivery service with receipt provided therefor,
                  prepaid, to the address of the parties as shown at the head of
                  this Lease
                  or
                  to such other address as may be designated in writing, which notice
                  of
                  change of address shall be given in the same manner. Notice shall
                  be
                  deemed effective if by mail, on the third (3rd)
                  business day after mailing thereof, and if by overnight delivery,
                  on the
                  next business day after deposit or pick-up by such overnight delivery
                  service.

              
	 	 
	
                55th

              	
                Force
                  Majeure.
                  Except for Tenant’s obligation to pay rent, the period of time during
                  which Landlord or Tenant is prevented or delayed in performing
                  any
                  improvements or repairs or fulfilling any obligation required by
                  Landlord
                  or Tenant under this Lease due to delays caused by reason of fire,
                  catastrophe, strikes or labor trouble, civil commotion, acts of
                  God or the
                  public enemy, governmental prohibitions or regulations, or inability
                  or
                  difficulty in obtaining materials, or other causes beyond Landlord’s or
                  Tenant’s control, as the case may be, shall be added to Landlord’s or
                  Tenant’s time for performance thereof, and Landlord or Tenant shall have
                  no liability by reason thereof. 

              
	 	 
	
                56th

              	
                Rules
                  and Regulations.
                  Rules and regulations regarding use of the Demised Premises and
                  the
                  Property, including the walkways and parking areas, and the use
                  thereof,
                  which may hereafter be promulgated by Landlord from time to time,
                  shall be
                  observed by Tenant and Tenant’s employees, agents and business invitees.
                  Landlord reserves the right to rescind any rules promulgated hereafter,
                  and to make such other and further rules and regulations as, in
                  its
                  reasonable judgment, may from time to time be desirable for the
                  safety and
                  cleanliness of the Demised Premises and the Property and for the
                  preservation of good order therein, which rules, when so made,
                  and notice
                  given to Tenant, shall have the same force and effect as if originally
                  made a part of this Lease. 

              
	 	 
	
                57th

              	
                Validity
                  of Leases.
                  The terms, conditions, covenants and provisions of this Lease shall
                  be
                  deemed to be severable. If any clause or provision herein contained
                  shall
                  be adjudged to be invalid or unenforceable by a court of competent
                  jurisdiction or
                  by operation of any applicable law, it shall not affect the validity
                  of
                  any other clause or provision herein, but such other clauses or
                  provisions
                  shall remain in full force and effect.

              
	 	 
	
                58th

              	
                Title
                  and Quiet Enjoyment.
                  Landlord covenants and represents that Landlord is the sole owner
                  of the
                  Property herein leased and has the right and authority to enter
                  into,
                  execute and deliver this Lease; and does further covenant that
                  Tenant on
                  paying
                  the Rent and performing the conditions and covenants herein contained,
                  shall and may peaceably and quietly have, hold and enjoy the Demised
                  Premises for the Term.

              
	 	 
	
                59th

              	
                Entire
                  Lease.
                  This Lease contains the entire contract between the parties hereto.
                  No
                  representative, agent or employee of Landlord has been authorized
                  to make
                  any representations or promises with reference to the within letting
                  or to
                  vary, alter or modify the terms hereof. No additions, changes or
                  modifications, renewals or extensions hereof shall be binding unless
                  made
                  in writing and signed by Landlord and Tenant.

              
	 	 
	
                60th

              	
                Lease
                  Submission.
                  If this Lease is offered to Tenant by an employee or agent of the
                  Landlord, such offer is made subject to Landlord’s acceptance and
                  approval; and Tenant has executed this Lease upon the understanding
                  that
                  this Lease shall not in any way bind Landlord until such time as
                  the same
                  has been approved and executed by Landlord and a counterpart delivered
                  to
                  or received by Tenant.

              
	 	 
	
                61st

              	
                Conformation
                  with Laws and Regulations. Landlord
                  may pursue the relief or remedy sought in any invalid clause in
                  this
                  Lease, by conforming the said clause with the pro-visions of the
                  statutes
                  or the regulations of any governmental agency in such case made
                  and
                  provided, as if the particular provisions of the applicable statutes
                  or
                  regulations were set forth herein at length.

              
	 	 
	
                62nd

              	
                Recordation.
                  Tenant covenants and agrees not to place this Lease on record without
                  the
                  consent of Landlord, which consent may be withheld for any
                  reason.

              
	 	 
	
                63rd

              	
                Waiver of
                  Trial by Jury.
                  THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING
                  OR
                  COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
                  OTHER ON
                  ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED TO
                  THIS
                  LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY
                  OF THE DEMISED PREMISES, AND/OR CLAIM OF INJURY OR
                  DAMAGE.

              
	 	 
	
                64th

              	
                Jurisdiction.
                  This Lease shall be construed and interpreted in accordance with
                  the
                  substantive and procedural laws of the State of New
                  Jersey.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                65th

              	
                Headings.
                  The descriptive headings of the Sections of this Lease are inserted
                  for
                  convenience only and shall not control or affect the meaning or
                  construction of any of its provisions.

              
	 	 	 
	
                66th

              	
                Gender,
                  etc.
                  In all references herein to any parties, persons, entities or corporations
                  the use of any particular gender or the plural or singular number
                  is
                  intended to include the appropriate gender or number as the text
                  of the
                  within instrument may require.

              
	 	 	 
	
                67th

              	
                Succession.
                  All the terms, covenants and conditions herein contained shall
                  be for and
                  shall inure to the benefit of and shall bind the respective parties
                  hereto, and their heirs, executors, administrators, personal or
                  legal
                  representatives, successors and assigns.

              
	 	 	 
	
                68th

              	
                Consents.
                  With respect to any provision of this Lease which requires that
                  Landlord
                  shall not unreasonably withhold or unreasonably delay any consent
                  or
                  approval, Tenant hereby waives any claim for money damages. Tenant
                  shall
                  not claim any money damages by way of setoff, counterclaim or defense
                  based upon any claim or assertion by Tenant that Landlord has unreasonably
                  withheld or unreasonably delayed any consent or approval. Tenant’s sole
                  and exclusive remedy shall be an action or proceeding for specific
                  performance or injunction.

              
	 	 	 
	
                69th

              	
                Holding Over.
                  Any holding over or continued occupancy by Tenant after the Expiration
                  Date (other than as may have been provided for in this Lease or
                  in
                  amendments executed in accordance with the 34th
                  Section of this Lease) shall not operate to extend or renew this
                  Lease or
                  to imply or create a new lease. In such event, Landlord shall have
                  the
                  right to immediately terminate Tenant’s occupancy or to treat Tenant’s
                  occupancy as a month-to-month tenancy, in which event Tenant shall
                  continue to perform all Lease obligations, including the payment
                  of Base
                  Rent at a rate equal to two hundred percent (200%) of the Base
                  Rent as
                  shall be in effect immediately prior to the termination of the
                  Term
                  hereof. In no event however, shall Tenant be relieved of any liability
                  to
                  Landlord for damages resulting from such holding over. If the Demised
                  Premises is not surrendered as required, Tenant shall indemnify,
                  defend
                  and hold harmless Landlord from and against any and all damages,
                  losses
                  and liabilities resulting therefrom, including, without limitation,
                  any
                  claims made by any succeeding tenant arising out of such delay.
                  Tenant’s
                  obligation under this Section shall survive the expiration or sooner
                  termination of this Lease.

              
	 	 	 
	
                70th

              	
                Landlord’s
                  Representations.
                  Landlord hereby warrants and represents to Tenant that:

              
	 	 	 
	 	
                1)

              	
                Landlord
                  has full power and authority to enter into this Lease and the person
                  executing this Lease on behalf of Landlord is authorized to do
                  so.

              
	 	 	 
	 	
                2)

              	
                Landlord
                  has received no notice of any material violations affecting the
                  Demised
                  Premises or the Property.

              
	 	 	 
	 	
                3)

              	
                Landlord
                  has received no notice of any spills, releases, leaks or discharges
                  of
                  Hazardous Substances, as defined in Exhibit
                  C
                  attached hereto and made a part hereof, at or from the Demised
                  Premises.

              
	 	 	 
	 	
                4)

              	
                The
                  certificate of occupancy issued for the Property permits Tenant
                  to use the
                  Demised Premises for the purposes permitted under this
                  Lease.

              
	 	 	 
	 	
                5)

              	
                As
                  of the Commencement Date, the Demised Premises are free from all
                  occupancies or tenancies whatsoever.

              
	 	 	 
	 	
                6)

              	
                No
                  other tenant or occupant of the Property has been granted a right
                  which
                  would prohibit or limit the Use permitted to Tenant under this
                  Lease.

              
	 	 	 
	 	
                7)

              	
                All
                  utilities installed in the Demised Premises are in good working
                  order as
                  of the date hereof.

              


      

       

       

      IN
        WITNESS WHEREOF,
        the parties hereto have hereunto set their hands and seals, or caused these
        pres-ents to be signed by their proper corporate officers or other duly
        authorized representatives and their proper corporate seal (if applicable)
        to be
        hereto affixed, as of the day and year first above written.

       

      
        	 	 	 
	WITNESS:	LANDLORD
	 	Princeton
                Corporate Plaza, LLC
	 	By:
                	
                Princeton
                  Corporate Management Corp.,

                Managing
                  Member

              
	 
 	 
 	 
 
	 	By:  	 
	
                

              	 	
                

              
	
              	
                Name: 
                  Harold Kent

                Title: 
                  President

              
	
                

              	 	 
	Date	 	 


      

       

      
        
          	 	 	 
	WITNESS:	TENANT
	 	Xenomics,
                  Inc.
	 
 	 
 	 
 
	 	By:  	 
	
                  

                	 	
                  

                
	
                	
                  
                    Name: 
                      Samuil R. Umansky

                    Title: 
                      President

                  

                
	
                  

                	 	 
	Date	 	 


        

         

      

      
        
          
          

        

        
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        Xenomics

        July
          7, 2004

      

       

      EXHIBIT
        A

      


      Demised
        Premises

       

       

       

       

      

       

       

      


       

      


       

      
        
          
          

        

        
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        Xenomics

        July
          7, 2004

      

       

      EXHIBIT
        A-1

      


      Workletter
        Drawing - Floor Plan

       

       

       

       

       

       

       

      

       

       

      
        
          
          

        

        
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        Xenomics

        July
          7, 2004

      

       

      EXHIBIT
        B 

      


      Description
        of Landlord's Work

      


      All
        Special requirements of Tenant that are not included in this Exhibit shall
        be at
        the sole cost and expense of Tenant.

      


      


      
        
          	
                  1.
                    FLOORING:

                	 
	 	
                  Office
                    Area:

                	
                  Existing

                
	 	
                  Laboratory:

                	
                  Existing

                
	 	 
	
                  2.
                    PARTITIONS:

                	 
	 	
                  Office
                    Area:

                	
                  As
                    shown on Exhibit A-1 Floor Plan

                
	 	 	 
	 	
                  Laboratory:

                	
                  As
                    shown on Exhibit A-1 Floor Plan

                
	 	 
	 	 
	
                  3.
                    ELECTRICAL:

                	 
	 	
                  Office
                    Area:

                	
                  Existing

                
	 	 	 
	 	
                  Laboratory:

                	
                  Existing

                
	 	 
	 	
                  All
                    outlets are 110v unless otherwise specified on Exhibit A-2. Special
                    Electric by Tenant.

                
	 	 
	
                  4.
                    LIGHTING:

                	 
	 	
                  Office
                    Area:

                	
                  Existing

                
	 	 	 
	 	
                  Laboratory:

                	
                  Existing

                
	 	 
	 	 
	
                  5.
                    CEILINGS:

                	 
	 	
                  Office
                    Area:

                	
                  Existing

                
	 	 	 
	 	
                  Laboratory:

                	
                  Existing

                
	 	 
	 	 
	
                  6.
                    WALL FINISH:

                	 
	 	
                  Office
                    Area:

                	
                  Painted,
                    white

                
	 	
                  Laboratory:

                	
                  Painted,
                    white.

                
	 	 
	
                  7.
                    INTERIOR DOORS:

                
	 	
                  Office
                    Area:

                	
                  As
                    shown on Exhibit A-1 Floor Plan

                
	 	 	 
	 	
                  Laboratory:

                	
                  As
                    shown on Exhibit A-1 Floor Plan

                
	 	 
	 	 
	
                  8.
                    PLUMBING: 

                	
                  Existing

                


        

         

        
          
            	
                    9.
                      HEATING & AIR CONDITIONING:

                  	
                    Cooling
                      78 degrees at 95 degrees.

                    Heating
                      68 degrees at 0 degrees.

                  
	 	 
	
                    10.
                      FIRE EXTINGUISHERS: 

                  	
                    As
                      per Township code.

                  
	 	 
	
                    11.
                      SPRINKLERS: 

                  	
                    As
                      per Township code.

                  
	 
	
                    12.
                      LABORATORY EQUIPMENT & FURNISHINGS: As shown on Exhibit A-1 Floor
                      Plan

                  


          

        

      

      


      
        
          
          

        

        
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      Xenomics

      July
        7, 2004

       

      EXHIBIT
        C

      


      ENVIRONMENTAL
        MATTERS

      


      
        	
                I.

              	
                SIC

              	 
	 	 	 	 
	 	
                Tenant
                  warrants and represents to the Landlord that the Standard Industrial
                  Classification (“SIC”)
                  major group number, as defined in the most recent issue of the
                  SIC Manual
                  issued by the Federal Office of Management and Budget, for Tenant’s
                  operations at the Demised Premises is _____. Prior to any proposed
                  changes
                  of such SIC Number, Tenant will notify Landlord. 

              
	 	 	 	 
	
                II.

              	
                ISRA

              	 
	 	 	 	 
	 	
                1.

              	
                Tenant
                  shall not operate any business at the Demised Premises which shall
                  have an
                  SIC which is subject to the Industrial Site Recovery Act, N.J.S.A.
                  13:1K-6
                  et
                  seq. and
                  the regulations promulgated thereunder (hereinafter referred to
                  as
                  “ISRA”),
                  nor shall Tenant change its use to any other use subject to ISRA
                  without
                  Landlord’s prior written consent, which may be withheld in Landlord’s sole
                  discrection.

              
	 	 	 	 
	 	
                2.

              	
                Notwithstanding
                  any provision of ISRA to the contrary, if Tenant is operating an
                  “Industrial
                  Establishment”,
                  as that term is defined in ISRA, Tenant shall, at Tenant's own
                  expense,
                  comply with ISRA and the regulations promulgated thereunder. In
                  such event
                  Tenant shall, at Tenant's own expense make all submissions to,
                  provide all
                  information to, and comply with all requirements of the State of
                  New
                  Jersey, Department of Environmental Protection (hereinafter referred
                  to as
                  the “NJDEP”).
                  At
                  no expense to Landlord, Tenant shall promptly provide all documents,
                  studies, surveys, correspondence and other information requested
                  by
                  Landlord relating to or in furtherance of ISRA
                  compliance.

              
	 	 	 	 
	 	
                3.

              	
                Tenant's
                  obligations under this Exhibit C shall arise if there is any closing,
                  termination or transferring of operations of an industrial establishment
                  subject to ISRA. At no expense to Landlord, Tenant shall promptly
                  provide
                  all information requested by Landlord for preparation of non-applicability
                  affidavits and shall promptly furnish such affidavits when requested
                  by
                  Landlord.

              
	 	 	 	 
	 	
                4.

              	
                Tenant
                  shall indemnify, defend and save harmless Landlord from all fines,
                  fees
                  (including reasonable attorney's fees), suits procedures, claims,
                  and
                  actions of any kind arising out of Tenant's failure to provide
                  all
                  information, make all submissions, and take all actions required
                  under
                  ISRA or by the NJDEP.
                  

              
	 	 	 	 
	 	
                5.

              	
                Tenant's
                  obligations and liabilities under this Section of Exhibit C shall
                  continue
                  so long as Landlord remains responsible for compliance with ISRA.
                  Tenant's
                  failure to abide by the terms of this Section shall be restrained
                  by
                  injunction and such other relief as afforded by law.

              
	 	 	 	 
	 	 	 	 
	
                III.

              	
                HAZARDOUS
                  SUBSTANCES

              
	 	 	 	 
	 	
                1.

              	
                As
                  used herein, Hazardous
                  Substances
                  shall be defined as

              
	 	 	 	 
	 	 	
                a.

              	
                any
                  “hazardous chemical”, “hazardous substances”, “hazardous waste”, “toxic
                  substances, pollutants or contaminants” or similar term as defined in the
                  Comprehensive Environmental Response, Compensation, and Liability
                  Act of
                  1980 (“CERCLA”),
                  42 U.S.C.A. 9601 et seq.,
                  ISRA, the New Jersey Spill Compensation and Control Act (the “Spill
                  Act”),
                  as amended, N.J.S.A. 58:10-23. 1lb et
                  seq.
                  (Regulations N.J.A.C. 7:1E-1.1 et
                  seq.),
                  the Solid Waste Management Act, N.J.S.A. 13:1E-1 et
                  seq.
                  (Regulations N.J.A.C. 7:26-1 et
                  seq.),
                  the Resource Conservation and Recovery Act (“RCRA”),
                  42 U.S.C.A. 6901 et
                  seq.,
                  any rules or regulations promulgated thereunder or in any other
                  Environmental Law, as defined in this Lease; or

              
	 	 	 	 
	 	 	
                b.

              	
                any
                  substances which are or could be detrimental to the Demised Premises,
                  the
                  Property, the environment, human health or safety; or

              
	 	 	 	 
	 	 	
                c.

              	
                any
                  substance the presence of which could cause liability at common
                  law; or
                  

              
	 	 	 	 
	 	 	
                d.

              	
                any
                  substance that may not be deemed to be a hazardous substance in
                  its virgin
                  state prior to use by the Tenant but may thereafter be deemed to
                  be a
                  hazardous substance. 

              
	 	 	 	 
	 	
                2.

              	
                As
                  used herein, Release
                  of Hazardous Substances by Tenant
                  shall be defined as the spill, release, discharge or leak of any
                  Hazardous
                  Substances 

              
	 	 	 	 
	 	 	
                a.

              	
                onto
                  the Demised Premises from the date Tenant first took possession
                  of the
                  Demised Premises until the date Tenant has completely vacated the
                  Demised
                  Premises; or 

              
	 	 	 	 
	 	 	
                b.

              	
                onto
                  the Property at any time resulting from Tenant’s intentional or
                  unintentional act or omission.

              
	 	 	 	 
	 	
                3.

              	
                Tenant
                  agrees not to generate, store, manufacture, refine, transport,
                  treat,
                  dispose of or otherwise permit to be present on or about the Demised
                  Premises and/or the Property any Hazardous Substances
                  

              


      

       

      
        
          
          

        

        
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                without
                  the prior express written consent of
                  the Landlord, and the parties acknowledge that
                  no such consent has been given as of the date hereof except that
                  the
                  Landlord hereby expressly consents to Tenant’s use and/or storage of any
                  and all of the Hazardous Substances set forth in the Tenancy Review,
                  provided, however, that the quantities thereof shall be limited
                  to the
                  amounts set forth in the Tenancy Review. In the event that the
                  Landlord
                  has given its consent and to the extent that Tenant may be permitted
                  under
                  applicable law to use the Demised Premises for the generating,
                  manufacturing, refining, transporting, treating, storing, handling,
                  disposing, transferring or processing of Hazardous Substances,
                  Tenant
                  shall insure that said use shall be conducted at all times strictly
                  in
                  accordance with Environmental Laws.

              
	 	 	 
	 	
                4.

              	
                Tenant
                  will not cause or permit any Release of Hazardous Substances by
                  Tenant. In
                  the event of any Release of Hazardous Substances by Tenant, Tenant
                  shall
                  promptly make the proper notifications and conduct the necessary
                  sampling
                  and cleanup and remediate such release in accordance with Environmental
                  Laws, to the satisfaction of the Landlord.

              
	 	 	 
	 	
                5.

              	
                Should
                  the NJDEP or any other agency with jurisdiction under any Environmental
                  Laws determine that any investigation or remediation be undertaken
                  because
                  of any Release of Hazardous Substances by Tenant, then Tenant shall,
                  at
                  Tenant’s own expense, conduct the investigation and remediation including,
                  but not limited to, the preparation and submission of any documents
                  and
                  financial assurances that may be required by such agency. Tenant
                  shall not
                  be liable for the cost of that portion of the remediation which
                  is solely
                  related to Hazardous Substances existing on the Demised Premises
                  prior to
                  the date Tenant first took possession of the Demised
                  Premises.

              
	 	 	 
	 	
                6.

              	
                Tenant's
                  obligations and liabilities under this Section of Exhibit C shall
                  continue
                  so long as Landlord remains responsible for any Release of Hazardous
                  Substances by Tenant at the Demised Premises. Tenant's failure
                  to abide by
                  the terms of this Section shall be restrained by injunction and
                  such other
                  relief as afforded by law.

              
	 	 	 
	
                IV.

              	
                AIR,
                  WATER AND GROUND POLLUTION

              
	 	 	 
	 	
                1.

              	
                Tenant
                  shall not install any underground or aboveground storage tanks
                  at or on
                  the Demised Premises or the Property without Landlord’s written consent,
                  which may be withheld in Landlord’s sole discretion.

              
	 	 	 
	 	
                2.

              	
                Tenant
                  expressly covenants and agrees to indemnify, defend and save the
                  Landlord
                  harmless against any claims, damages, liability, costs, penalties,
                  or
                  fines including, without limitation, reasonable attorneys’ fees, which the
                  Landlord may suffer as a result of air, water, ground or toxic
                  waste
                  pollution (hereinafter referred to as “Pollution”)
                  caused by the Tenant in its use of the Demised Premises. The Tenant
                  covenants and agrees to notify the Landlord immediately of any
                  claim or
                  notice served upon it with respect to any such claim that the Tenant
                  is
                  causing Pollution; and the Tenant, in any event, shall take immediate
                  steps to halt, remedy or cure any Pollution caused by the Tenant
                  in its
                  use of the Demised Premises. The foregoing covenant of indemnification
                  shall survive the termination of this Lease in connection with
                  any
                  obligation of the Tenant hereunder.

              
	 	 	 
	
                V.

              	
                INSPECTION
                  AND DOCUMENTATION

              
	 	 	 
	 	
                1.

              	
                At
                  any time upon request of Landlord, Tenant must give Landlord and
                  its
                  representatives access to the Demised Premises during normal business
                  hours to permit them to inspect the Demised Premises, inspect any
                  documents pertaining to Tenant’s compliance with Environmental Laws, or
                  perform any work in order to determine that the Demised Premises
                  and its
                  use by Tenant is in compliance with Environmental Laws, all at
                  Tenant’s
                  expense, payable as Additional Rent.

              
	 	 	 
	 	
                2.

              	
                Tenant
                  shall promptly provide to Landlord a copy of any summons, citation,
                  directive, order, claim, notice of litigation, investigation, proceeding,
                  judgment, letter or other communication, written or oral, actual
                  or
                  threatened, from the NJDEP, the U.S. Environmental Protection Agency
                  or
                  other federal, state or local agency or authority or any other
                  entity or
                  any individual, concerning any act or omission by Tenant resulting
                  in or
                  which may result in the releasing of Hazardous Substances into
                  the waters
                  or onto the lands of the State of New Jersey or into waters outside
                  of the
                  jurisdiction of the State of New Jersey or into the “Environment”
                  as defined in CERCLA. Written notice to Landlord shall also be
                  made upon
                  the imposition of any liens on any real property, personal property,
                  or
                  revenues of the Tenant, including but not limited to the Tenant's
                  interest
                  in a premises or any of the Tenant's property located thereupon,
                  pursuant
                  to the Spill Act or any Environmental Laws, governmental actions,
                  orders
                  or permits or any knowledge after due inquiry or investigation
                  of any
                  facts which could give rise to any of the above.

              
	 	 	 
	 	
                3.

              	
                In
                  addition to the above, the Tenant’s notifications to the Landlord shall
                  include but be not limited to all documentation and correspondence
                  provided to the NJDEP pursuant to the Worker and Community Right-to-Know
                  Act, N.J.S.A. 34:5A-1 et
                  seq.,
                  and the regulations promulgated thereunder;

              
	 	 	 
	 	
                4.

              	
                Tenant
                  shall promptly supply the Landlord with all reports and notices
                  made by
                  Tenant pursuant to the Spill Act, the regulations provided thereunder,
                  and
                  the Hazardous Substances Discharge Reports and Notices Act, N.J.S.A
                  13:1K-15 et
                  seq.,
                  and the regulations promulgated thereunder .

              
	 	 	 
	 	
                5.

              	
                Tenant
                  shall promptly provide Landlord with a copy of any permit obtained
                  for the
                  Demised Premises pursuant to any Environmental
                  Law.

              


      

       

      
        
          
          

        

        
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                VI.

              	
                CONTINUING
                  OBLIGATIONS AND INDEMNITY

              
	 	 	 
	 	
                1.

              	
                Notwithstanding
                  the expiration or earlier termination of this Lease, if at any
                  time during
                  Tenant’s occupancy of the Demised Premises, Tenant has operated an
                  Industrial Establishment, as that term is defined in ISRA, then
                  Tenant
                  shall have a continuing obligation to pay to Landlord the amount
                  established under this Lease as Rent plus the difference between
                  such Rent
                  and the fair market rental value of the Demised Premises, if greater
                  than
                  the established Rent, for the period after expiration or earlier
                  termination of this Lease until such time as the Tenant obtains
                  and
                  delivers to the Landlord a Negative Declaration or No Further Action
                  Letter as defined in ISRA, or such other proof, reasonably satisfactory
                  to
                  the Landlord, that the Tenant has complied with ISRA.

              
	 	 	 
	 	
                2.

              	
                Notwithstanding
                  the expiration or earlier termination of this Lease, if there exists
                  a
                  violation of Environmental Laws at the Demised Premises which did
                  not
                  exist prior to the date Tenant first took possession of the Demised
                  Premises or if Tenant has failed to fulfill its obligations under
                  this
                  Exhibit C, Tenant shall have a continuing obligation to pay to
                  Landlord
                  the amount established as Rent under this Lease plus the difference
                  between such Rent and the fair market rental value of the Demised
                  Premises, if greater than the established Rent, for the period
                  after
                  expiration or earlier termination of this Lease until the applicable
                  governmental entities confirm, in writing, that the violation of
                  Environmental Laws has been cured and that Tenant has fulfilled
                  its
                  obligation under Environmental Laws and under this Exhibit
                  C.

              
	 	 	 
	 	
                3.

              	
                If
                  a lien shall be filed against the Demised Premises arising in whole
                  or in
                  part out of (i) any Release of Hazardous Substances by Tenant,
                  or (ii) the
                  violation of Environmental Laws by Tenant, then Tenant shall pay
                  the claim
                  and remove the lien from the Demised Premises within thirty (30)
                  days from
                  the date Tenant is given notice of the lien or within such shorter
                  period
                  of time as may be required if the United States, the State of New
                  Jersey,
                  or any agency or subdivision of either such entity has commenced
                  steps to
                  cause the Demised Premises or the Property to be sold pursuant
                  to the
                  lien. Tenant shall not be responsible for any portion of the lien
                  which is
                  related to a spill, release, leak or discharge of Hazardous Substances
                  which occurred prior to the date Tenant first took possession of
                  the
                  Demised Premises.

              
	 	 	 
	 	
                4.

              	
                Tenant
                  shall indemnify and
                  hold harmless the Landlord and each mortgagee of the Property from
                  and
                  against any and all liabilities, damages, claims, losses, judgments,
                  causes of action, costs and expenses (including the reasonable
                  fees and
                  expenses of counsel) which may be incurred by the Landlord or any
                  such
                  mortgagee relating to or arising out of the Tenant's generation,
                  storage,
                  manufacturing, refining, transportation, treatment, disposal, or
                  other
                  presence of Hazardous Substances on or about the Demised Premises
                  and/or
                  the Property or any Release of Hazardous Substances by Tenant or
                  the
                  Tenant's failure to comply with the provisions of this Exhibit
                  C.

              


      

      


       

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