**Agreement
      of Lease** **,** made as
      of this  31st  day
      of **January 2006** ,
      between





**CONSTITUTION
      REALTY LLC** ,
      a New
      York limited liability company having an office at 575 Lexington Avenue, New
      York, New York 10022-6113, party of the first part, hereinafter referred to
      as **Owner** ,
      and





**MMC
      ENERGY NORTH AMERICA, LLC,** a
      domestic corporation, having an office at 1114 Avenue of the Americas,
      30 th Floor,
      New York, New York 10036, party of the second part, hereinafter referred to
      as **Tenant** ,





**Witnesseth:**  Owner
      hereby leases to Tenant and Tenant hereby hires from Owner





**Space
      Numbered 907**





in
      the
      building known as **26
      Broadway** ,
      hereinafter referred to as the "Building",


in
      the
      Borough of Manhattan, City of New York, for the term of **one
      (1) year** (or
      until such term shall sooner cease and expire as hereinafter provided) to
      commence on the





**first** day of **March
      2006** ,
      and to
      end on the


**twenty-eighth** day of **February
      2007** both
      dates inclusive, at an annual rental rate of





**FOUR
      THOUSAND TWO HUNDRED EIGHTY-SIX AND 76/100 ($4,286.76)
      DOLLARS** per
      annum, payable in equal monthly installments of **THREE
      HUNDRED FIFTY-SEVEN AND 23/100 ($357.23) DOLLARS** for the
      period from the commencement of the term hereof through the 28 th day of
      February 2006, and then:





**THIRTY-EIGHT
      THOUSAND FIVE HUNDRED EIGHTY AND 84/100 ($38,580.84)
      DOLLARS** per
      annum, payable in equal monthly installments of **THREE
      THOUSAND TWO HUNDRED FIFTEEN AND 07/100 ($3,215.07) DOLLARS** from
      the
      1 st day of
      March 2006 through the balance of the term hereof.





All
      monthly installments of rent shall be due and payable on the first day of each
      and every month in advance without notice during said term and Tenant agrees
      to
      pay said monthly installments of rent and any additional rent that becomes
      due
      pursuant to this Lease or otherwise in lawful money of the United States which
      shall be legal tender in payment of all debts and dues, public and private,
      at
      the time of payment at the office of Owner or such other place as Owner may
      designate, without any set off or deduction whatsoever, except that Tenant
      shall
      pay the first monthly installment(s) on the execution hereof (unless this Lease
      be a renewal).





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





Lease
          Page
          1





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


**Rent:**





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





**Occupancy:**





**2.**  Tenant
      shall use and occupy demised premises for **general
      and executive offices for Tenant’s energy merchant bank and asset management
      business** and for
      no other purpose.





**Tenant
      Alterations:**





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





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          Page
          2


**Maintenance
      and Repairs:**





**4.**  Tenant
      shall, throughout the term of this Lease, take good care of the demised premises
      and the fixtures and appurtenances therein. Tenant shall be responsible for
      all
      damage or injury to the demised premises or any other part of the Building
      and
      the systems and equipment thereof, whether requiring structural or nonstructural
      repairs caused by or resulting from carelessness, omission, neglect or improper
      conduct of Tenant, Tenant's subtenants, agents, employees, invitees or
      licensees, or which arise out of any work, labor, service or equipment done
      for
      or supplied to Tenant or any subtenant or arising out of the installation,
      use
      or operation of the property or equipment of Tenant or any subtenant. Tenant
      also shall repair all damage to the Building and the demised premises caused
      by
      the moving of Tenant's fixtures, furniture and equipment. Tenant promptly shall
      make, at Tenant's expense, all repairs in and to the demised premises for which
      Tenant is responsible, using only the contractor for the trade or trades in
      question, selected from a list of at least two (2) contractors per trade
      submitted by Owner. Any other repairs in or to the Building or the facilities
      and systems thereof for which Tenant is responsible shall be performed by Owner
      at Tenant's expense. Owner shall maintain in good working order and repair
      the
      exterior and structural portions of the building, including the structural
      portions of the demised premises, and the public portions of the building
      interior and the building plumbing, electrical, heating and ventilating systems
      (to the extent such systems presently exist) serving the demised premises.
      Tenant agrees to give prompt notice of any defective condition in the premises
      for which Owner may be responsible hereunder. There shall be no allowance to
      Tenant for diminution of rental value and no liability on the part of Owner
      by
      reason of inconvenience, annoyance or injury to business arising from Owner
      or
      others making repairs, alterations, additions or improvements in or to any
      portion of the Building or the demised premises or in and to the fixtures,
      appurtenances or equipment thereof. It is specifically agreed that Tenant shall
      not be entitled to any setoff or reduction of rent by reason of any failure
      of
      Owner to comply with the covenants of this or any other article of this Lease.
      Tenant agrees that Tenant's sole remedy at law in such instance will be by
      way
      of an action for damages for breach of contract. The provisions of this numbered
      Article shall not apply in the case of fire or other casualty which are dealt
      with in Article "9" hereof.





**Window
      Cleaning:**





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





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          Page
          3




**Requirements
      of Law, Fire Insurance, Floor Loads:**





**6.**  Prior
      to
      the commencement of the term hereof, if Tenant is then in possession, and at
      all
      times thereafter, Tenant, at Tenant's sole cost and expense, shall promptly
      comply with all present and future laws, orders and regulations of all state,
      federal, municipal and local governments, departments, commissions and boards
      and any direction of any public officer pursuant to law, and all orders, rules
      and regulations of the New York Board of Fire Underwriters, Insurance Services
      Office, or any similar body which shall impose any violation, order or duty
      upon
      Owner or Tenant with respect to the demised premises, whether or not arising
      out
      of Tenant's use or manner of use thereof, (including Tenant's permitted use)
      or,
      with respect to the building if arising out of Tenant's use or manner of use
      of
      the demised premises or the Building (including the use permitted under this
      Lease). Nothing herein shall require Tenant to make structural repairs or
      alterations unless Tenant has, by its manner of use of the demised premises
      or
      method of operation therein, violated any such laws, ordinances, orders, rules,
      regulations or requirements with respect thereto. Tenant may, after securing
      Owner to Owner's satisfaction against all damages, interest, penalties and
      expenses, including, but not limited to, reasonable attorney's fees, by cash
      deposit or by surety bond in an amount and in a company satisfactory to Owner,
      contest and appeal any such laws, ordinances, orders, rules, regulations or
      requirements provided same is done with all reasonable promptness and provided
      such appeal shall not subject Owner to prosecution for a criminal offense or
      constitute a default under any lease or mortgage under which Owner may be
      obligated, or cause the demised premises or any part thereof or the Building
      to
      be condemned or vacated. Tenant shall not do or permit any act or thing to
      be
      done in or to the demised premises or the Building which is contrary to law,
      or
      which will invalidate or be in conflict with public utility, fire or other
      policies of insurance at any time carried by or for the benefit of Owner with
      respect to the demised premises or the Building, or which shall or might subject
      Owner to any liability or responsibility to any person or entity or for property
      damage. Tenant shall not keep anything in the demised premises or the Building
      except as now or hereafter permitted by the Fire Department, Board of Fire
      Underwriters, Fire Insurance Rating Organization or other authority having
      jurisdiction, and then only in such manner and such quantity so as not to
      increase the rate for fire insurance applicable to the Building, nor use the
      demised premises in a manner which will increase the insurance rate for the
      Building or any property located therein over that in effect prior to the
      commencement of Tenant's occupancy. Tenant shall pay all costs, expenses, fines,
      penalties or damages, which may be imposed upon Owner by reason of Tenant's
      failure to comply with the provisions of this numbered Article and if by reason
      of such failure the fire insurance rate shall, at the beginning of this Lease
      or
      at any time thereafter, be higher than it otherwise would be, then Tenant shall
      reimburse Owner, as additional rent hereunder, for that portion of all fire
      insurance premiums thereafter paid by Owner which shall have been charged
      because of such failure by Tenant. In any action or proceeding wherein Owner
      and
      Tenant are parties, a schedule or "make-up" of rate for the Building or demised
      premises issued by the New York Fire Insurance Exchange, or other body making
      fire insurance rates applicable to the Building and the demised premises shall
      be conclusive evidence of the facts therein stated and of the several items
      and
      charges in the fire insurance rates then applicable to the Building and the
      demised premises. Tenant shall not place a load on any floor of the demised
      premises exceeding the floor load per square foot area which it was designed
      to
      carry and which is allowed by law. Owner reserves the right to prescribe the
      weight and position of all safes, business machines and mechanical equipment.
      Such installations shall be placed and maintained by Tenant, at Tenant's
      expense, in settings sufficient, in Owner's judgment, to absorb and prevent
      vibration, noise and annoyance.





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          Page
          4


**Subordination:**





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





**Property
      - Loss, Damage, Reimbursement, Indemnity:**





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





**Destruction,
      Fire and Other Casualty:**





**9.**  **(a)**  If
      the
      demised premises or any part thereof shall be damaged by fire or other casualty,
      Tenant shall give immediate notice thereof to Owner and this Lease shall
      continue in full force and effect except as hereinafter set forth.





**(b)**  If
      the
      demised premises are partially damaged or rendered partially unusable by fire
      or
      other casualty, the damages thereto shall be repaired by and at the expense
      of
      Owner and the rent, until such repair shall be substantially completed, shall
      be
      apportioned from the day following the casualty according to the part of the
      demised premises which is usable.





Lease
          Page
          5





**(c)**  If
      the
      demised premises are totally damaged or rendered wholly unusable by fire or
      other casualty, then the rent shall be proportionately paid up to the time
      of
      the casualty and thenceforth shall cease until the date when the demised
      premises shall have been repaired or restored by Owner, subject to Owner's
      right
      to elect not to restore the same as hereinafter provided.





**(d)**  If
      the
      demised premises are rendered wholly unusable or (whether or not the demised
      premises are damaged in whole or in part) if the Building shall be so damaged
      that Owner shall decide to demolish it or to rebuild it, then, in any of such
      events, Owner may elect to terminate this Lease by written notice to Tenant,
      given within ninety (90) days after such fire or other casualty, specifying
      a
      date for the expiration of the Lease, which date shall not be more than sixty
      (60) days after the giving of said notice, and upon the date specified in said
      notice the term of this Lease shall expire as fully and completely as if said
      date were the date set forth above for the termination of this Lease and Tenant
      shall forthwith quit, surrender and vacate the demised premises without
      prejudice however, to Owner's rights and remedies against Tenant under the
      provisions of this Lease in effect prior to such termination, and any rent
      owing
      shall be paid up to such date and any payments of rent made by Tenant which
      were
      on account of any period subsequent to such date shall be returned to Tenant.
      Unless Owner shall serve a termination notice as provided for herein, Owner
      shall make the repairs and restorations under the conditions of (b) and (c)
      hereof, with all reasonable expedition, subject to delays due to adjustment
      of
      insurance claims, labor troubles and causes beyond Owner's control. After any
      such casualty, Tenant shall cooperate with Owner's restoration by removing
      from
      the demised premises as promptly, as reasonably possible, all of Tenant's
      salvageable inventory and moveable equipment, furniture and other property.
      Tenant's liability for rent shall resume five (5) days after written notice
      from
      Owner that the demised premises are substantially ready for Tenant's
      occupancy.





**(e)**  Nothing
      contained hereinabove shall relieve Tenant from liability that may exist as
      a
      result of damage from fire or other casualty. Notwithstanding the foregoing,
      each party shall look first to any insurance in its favor before making any
      claim against the other party for recovery for loss or damage resulting from
      fire or other casualty, and to the extent permitted by law, Owner and Tenant
      each hereby releases and waives all right of recovery against the other or
      any
      one claiming through or under each of them by way of subrogation or otherwise.
      The foregoing release and waiver shall be in force only if both releasors'
      insurance policies contain a clause providing that such a release or waiver
      shall not invalidate the insurance. If, and to the extent, that such waiver
      can
      be obtained only by the payment of additional premiums, then the party
      benefiting from the waiver shall pay such premium within ten (10) days after
      written demand or shall be deemed to have agreed that the party obtaining
      insurance coverage shall be free of any further obligation under the provisions
      of this numbered Article with respect to waiver of subrogation. Tenant
      acknowledges that Owner will not carry insurance on Tenant's furniture and/or
      furnishings or any fixtures or equipment, improvements or appurtenances
      removable by Tenant and agrees that Owner will not be obligated to repair any
      damage thereto or to replace the same.




Lease
          Page
          6




**(f)**  Tenant
      hereby waives the provisions of Section 227 of the Real Property Law and agrees
      that the provisions of this numbered Article shall govern and control in lieu
      thereof.





**Eminent
      Domain:**





**10.**  If
      the
      whole or any part of the demised premises shall be acquired or condemned by
      Eminent Domain for any public or quasi-public use or purpose, then and in that
      event, the term of this Lease shall cease and terminate from the date of title
      vesting in such proceeding and Tenant shall have no claim for the value of
      any
      unexpired term of this Lease and assigns to Owner Tenant's entire interest
      in
      any such award.





**Assignment,
      Mortgage, Etc.:**





**11.**  Tenant,
      for itself, its heirs, distributees, executors, administrators, legal
      representatives, successors and assigns, expressly covenants that it shall
      not
      assign, mortgage or encumber this Lease, nor underlet, or suffer or permit
      the
      demised premises or any part thereof to be used by others, without the prior
      written consent of Owner in each instance ,
      which
      consent shall not be unreasonably withheld or delayed .
      Transfer of the majority of the stock of a corporate Tenant shall be deemed
      an
      assignment. If this Lease be assigned, or if the demised premises or any part
      thereof be underlet or occupied by anybody other than Tenant, Owner may, after
      default by Tenant and
      the
      expiration of the applicable cure period ,
      if any,
      collect rent from the assignee, undertenant or occupant, and apply the net
      amount collected to the rent herein reserved, but no such assignment,
      underletting, occupancy or collection shall be deemed a waiver of the provisions
      of this numbered Article, or a release of Tenant from the further performance
      by
      Tenant of covenants on the part of Tenant herein contained. The consent by
      Owner
      to an assignment or underletting shall not in any way be construed to relieve
      Tenant from obtaining the express consent in writing of Owner prior to any
      further assignment or underletting. Notwithstanding anything to the contrary
      above, Tenant may assign this Lease at any time, or sublease all or part of
      the
      property, without receipt of Owner’s consent, to any entity which acquires all
      or part of Tenant, or which is acquired in whole or in part by Tenant, or which
      is controlled directly or indirectly by Tenant, or which entity controls,
      directly or indirectly, Tenant (“Affiliate”), or which owns or is owned by the
      Affiliate, so long as such transaction was not entered into as a subterfuge
      to
      avoid the obligations and restrictions of this Lease. In any such case the
      net
      asset value of the assignee shall be greater on the day after such assignment
      than that of Tenant on the day before such assignment and Tenant shall provide
      Owner with written notice of any such assignment within ten (10) days of such
      assignment.





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          Page
          7




**Electric
      Current:**





**12.**  The
      parties hereto agree that Tenant will have the right to use electricity on
      a
      rent inclusion basis for ordinary office equipment and lighting, subject to
      adjustments in the event that there is an increase or decrease in the rate
      schedule of the utility company serving the building of which the demised
      premises are a part, or Tenant materially changes the consumption of current
      within its space. In order that the personal safety and property of the tenants,
      occupants and owner of the said premises may not be imperiled by the overtaxing
      of the capacity of the existing electrical distribution system and in
      consideration of like agreements by other tenants, Tenant agrees not to connect
      any additional electrical equipment of any type without Owner's prior written
      consent, nor to permit the consumption of electricity to overtax the capacity
      of
      the said system. Owner shall not be liable to Tenant for any loss, damage or
      expense resulting from change in the quantity or character of the electric
      service or its being no longer suitable for Tenant's requirements, or due to
      cessation or interruption of the supply of current. Upon thirty (30) days prior
      written notice to Tenant, Owner may discontinue service of electricity to Tenant
      without affecting the tenancy or Tenant's liability hereunder and without
      liability for loss or damage caused Tenant by such discontinuance; except that
      in the event of the discontinuance of such service, Tenant shall be entitled
      to
      an appropriate rent adjustment. Owner, in that event, shall permit Tenant to
      purchase electricity directly from the public utility servicing the area where
      the building is located and permit Owner's electrical distribution system to
      be
      used for that purpose to the extent that it is available, suitable, and may
      safely be so used. The amount of rent provided herein as shown on the cover
      of
      this lease that is to be deemed attributable to electricity is FOUR THOUSAND
      TWO
      HUNDRED EIGHTY-SIX AND 76/100 ($4,286.76) DOLLARS per annum, or THREE HUNDRED
      FIFTY-SEVEN AND 23/100 DOLLARS ($357.23) per month.





**Access
      to Premises:**





**13.**  Owner
      and
      Owner's agents shall have the right (but shall not be obligated) to enter the
      demised premises in any emergency at any time, and, at other reasonable times,
      to examine the same and to make such repairs, replacements and improvements
      as
      Owner may deem necessary and reasonably desirable to the demised premises or
      to
      any other portion of the Building or which Owner may elect to perform. Tenant
      shall permit Owner to use and maintain and replace pipes and conduits therein
      provided they are concealed within the walls, floor or ceiling. Owner may,
      during the progress of any work in the demised premises without the same
      constituting an eviction nor shall the Tenant be entitled to any abatement
      of
      rent while such work is in progress nor to any damages by reason of loss or
      interruption of business or otherwise. Throughout the term hereof Owner shall
      have the right to enter the demised premises at reasonable hours for the purpose
      of showing the same to prospective purchasers or mortgagees of the Building,
      and
      during the last six (6) months of the term hereof for the purpose of showing
      the
      demised premises to prospective tenants. If Tenant is not present to open and
      permit an entry into the premises, Owner or Owner's agents may enter the same
      whenever such entry may be necessary or permissible by master key or forcibly
      and provided reasonable care is exercised to safeguard Tenant's property, such
      entry shall not render Owner or its agents liable therefor, nor in any event
      shall the obligations of Tenant hereunder be affected. If during the last month
      of the term hereof Tenant shall have removed all or substantially all of
      Tenant's property from the demised premises, Owner may immediately enter, alter,
      renovate or redecorate the demised premises without limitation or abatement
      of
      rent, or reincurring liability to Tenant for any compensation and such act
      shall
      have no effect on this Lease or Tenant's obligations hereunder.





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          Page
          8




**Vault,
      Vault Space, Area:**





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





**Occupancy:**





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





**Bankruptcy:**





**16.**  **(a)**  Anything
      elsewhere in this Lease to the contrary notwithstanding, this Lease may be
      canceled by Owner by the sending of a written notice to Tenant within a
      reasonable time after the happening of any one or more of the following
      events:





**(i)**  the
      commencement of a case in bankruptcy or under the laws of any state naming
      Tenant as the debtor; or





**(ii)**  the
      making by Tenant of an assignment or any other arrangement for the benefit
      of
      creditors under any state statute.





Neither
      Tenant nor any person claiming through or under Tenant, or by reason of any
      statute or order of court, shall thereafter be entitled to possession of the
      demised premises but shall forthwith quit and surrender the demised premises.
      If
      this Lease shall be assigned in accord with its terms, the provisions of this
      numbered Article shall be applicable only to the party then owning Tenant's
      interest in this Lease.





**(b)**  It
      is
      stipulated and agreed that in the event of the termination of this Lease
      pursuant to paragraph (a) of this numbered Article, Owner shall forthwith,
      notwithstanding any other provisions of this Lease to the contrary, be entitled
      to recover from Tenant as and for liquidated damages an amount equal to the
      difference between the rent reserved hereunder for the unexpired portion of
      the
      term hereof and the fair and reasonable rental value of the demised premises
      for
      the same period. In the computation of such damages the difference between
      any
      installment of rent becoming due hereunder after the date of termination and
      the
      fair and reasonable rental value of the demised premises for the period for
      which such installment was payable shall be discounted to the date of
      termination at the rate of ten (10%) percent per annum. If said demised premises
      or any part thereof are relet by Owner for the unexpired term of said Lease,
      or
      any part thereof, before presentation of proof of such liquidated damages to
      any
      court, commission or tribunal, the amount of rent reserved upon such reletting
      shall be deemed to be the fair and reasonable rental value for the part or
      the
      whole of the premises so relet during the term of the reletting. Nothing herein
      contained shall limit or prejudice the right of Owner to prove for or obtain
      as
      liquidated damages by reason of such termination, an amount equal to the maximum
      allowed by any statute or rule of law in effect at the time when, and governing
      the proceedings in which, such damages are to be proved, whether or not such
      amount is greater, equal to or less than the amount of the difference referred
      to above.





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          Page
          9




**Default:**





**17.**  **(a)**  If
      Tenant
      defaults in fulfilling any of the covenants in this Lease other than the
      covenants for the payment of rent or additional rent; or if the demised premises
      become vacant or deserted; or if any execution or attachment shall be issued
      against Tenant or any of Tenant's property whereupon the demised premises shall
      be taken or occupied by someone other than Tenant; or if this Lease is rejected
      under Section 365 of Title 11 of the U.S. Code (bankruptcy code); or if Tenant
      shall fail to move into or take possession of the demised premises within
      fifteen (15) days of the commencement of the term hereof, then, in any one
      or
      more of such events, upon Owner serving a written five (5) day notice upon
      Tenant specifying the nature of said default and upon the expiration of said
      five (5) days, if Tenant shall have failed to comply with or remedy such
      default, or if the said default or omission complained of shall be of a nature
      that the same cannot be completely cured or remedied within said five (5) day
      period, and if Tenant shall not have diligently commenced curing said default
      within said five (5) day period, and shall not thereafter with reasonable
      diligence and in good faith, proceed to remedy or cure said default, then Owner
      may serve a written three (3) days' notice of cancellation of this Lease upon
      Tenant, and upon the expiration of said three (3) days this Lease and the term
      thereunder shall end and expire as fully and completely as if the expiration
      of
      said three (3) day period were the day herein definitely fixed for the end
      and
      expiration of this Lease and the term hereof and Tenant shall then quit and
      surrender the demised premises to Owner but Tenant shall remain liable as
      hereinafter provided.





**(b)**  If
      the
      notice provided for in paragraph (a) of this numbered Article shall have been
      given, and the term shall expire as aforesaid; or if Tenant shall default in
      the
      payment of the rent reserved herein or any item of additional rent herein
      mentioned or any part of either or in making any other payment herein required;
      then and in any of such events Owner may without notice, re-enter the demised
      premises either by force or otherwise, and the legal representative of Tenant
      or
      other occupant of the demised premises and remove their effects and hold the
      demised premises as if this Lease had not been made, and Tenant hereby waives
      the service of notice of intention to re-enter or to institute legal proceedings
      to that end. If Tenant shall make default hereunder prior to the date fixed
      as
      the commencement of any renewal or extension of this Lease, Owner may cancel
      and
      terminate such renewal or extension agreement by written notice.





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          Page
          10




**Remedies
      of Owner and Waiver of Redemption:**





**18.**  In
      case
      of any such default, re-entry, expiration and/or dispossess by summary
      proceedings or otherwise;





**(a)**  the
      rent
      shall become due thereupon and be paid up to the time of such re-entry,
      dispossess and/or expiration;





**(b)**  Owner
      may
      re-let the premises or any part or parts thereof, either in the name of Owner
      or
      otherwise, for a term or terms, which may at Owner's option be less than or
      exceed the period which otherwise would have constituted the balance of the
      term
      of this Lease and may grant concessions or free rent or charge a higher rental
      value than that in this Lease; and/or





**(c)**  Tenant
      or
      the legal representatives of Tenant shall also pay Owner as liquidated damages
      for the failure of Tenant to observe and perform said Tenant's covenants herein
      contained, any deficiency between the rent hereby reserved and/or covenanted
      to
      be paid by Tenant and the net amount, if any, of the rents collected on account
      of the lease or leases of the demised premises for each month of the period
      which otherwise would have constituted the balance of the term of this
      Lease.





The
      failure of Owner to re-let the demised premises or any part or parts thereof
      shall not release or affect Tenant's liability for damages. In computing said
      liquidated damages there shall be added to the said deficiency such expenses
      as
      Owner may incur in connection with re-letting, such as legal expenses,
      attorneys' fees, brokerage, advertising and for keeping the demised premises
      in
      good order or for preparing the same for re-letting. Any such liquidated damages
      shall be paid in monthly installments by Tenant on the rent day specified in
      this Lease and any suit brought to collect the amount of the deficiency for
      any
      month shall not prejudice in any way the rights of Owner to collect the
      deficiency for any subsequent month by a similar proceeding. Owner, in putting
      the demised premises in good order or preparing the same for re-rental may,
      at
      Owner's option, make such alterations, repairs, replacements and/or decorations
      to the demised premises as Owner, in Owner's sole judgment, considers advisable
      and necessary for the purpose of re-letting the demised premises, and the making
      of such alterations, repairs, replacements and/or decorations shall not operate
      or be construed to release Tenant from liability hereunder as aforesaid. Owner
      shall in no event be liable in any way whatsoever for failure to re-let, for
      failure to collect the rent thereof under any such re-letting, and in no event
      shall Tenant be entitled to receive any excess, if any, of such net rents
      collected over the sums payable by Tenant to Owner hereunder. In the event
      of a
      breach or threatened breach by Tenant of any of the covenants or provisions
      hereof, Owner shall have the right of injunction and the right to invoke any
      remedy allowed at law or in equity as if re-entry, summary proceedings and
      other
      remedies were not provided for herein. Mention in this Lease of any particular
      remedy shall not preclude Owner from any other rights of redemption granted
      by
      or under any present or future laws in the event of Tenant being evicted or
      dispossessed for any cause, or in the event of Owner obtaining possession of
      the
      demised premises, by reason of the violation by Tenant of any of the covenants
      and conditions of this Lease, or otherwise.





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          Page
          11




**Fees
      and Expenses:**





**19.**  If
      Tenant
      shall default in the observance or performance of any term or covenant on
      Tenant's part to be performed under or by virtue of any of the terms or
      provisions in any Article of this Lease, Owner may immediately or at any time
      thereafter and without notice perform the obligation of Tenant thereunder.
      If
      Owner, in connection with the foregoing or in connection with any default by
      Tenant in the covenant to pay rent hereunder, makes any expenditures or incurs
      any obligations for the payment of money, including but not limited to
      attorney's fees, in instituting, prosecuting or defending any action or
      proceeding, then Tenant will reimburse Owner for such sums so paid or
      obligations incurred by reason of Tenant's default shall be deemed to be
      additional rent hereunder and shall be paid by Tenant to Owner within five
      (5)
      days of rendition of any bill or statement to Tenant therefor. If Tenant's
      lease
      term shall have expired at the time of the making of such expenditures or
      incurring of such obligations, such sums shall be recoverable by Owner as
      damages.





**Building
      Alterations and Management:**





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





**No
      Representations by Owner:**





**21.**  **(a)**  Neither
      Owner nor Owner's agents have made any representations or promises with respect
      to the physical condition of the Building, the land upon which it is erected
      or
      the demised premises, the rents, leases, expenses of operation or any other
      matter or thing affecting or related to the demised premises except as herein
      expressly set forth and no rights, easements or licenses are acquired by Tenant
      by implication or otherwise except as expressly set forth in the provisions
      of
      this Lease. Tenant has inspected the Building and the demised premises and
      is
      thoroughly acquainted with their condition and agrees to take the same "as
      is"
      and acknowledges that the taking of possession of the demised premises by Tenant
      shall be conclusive evidence that said demised premises and the Building were
      in
      good and satisfactory condition at the time such possession was so taken, except
      as to latent defects. All understandings and agreements heretofore made between
      the parties hereto are merged in this contract, which alone fully and completely
      expresses the agreement between Owner and Tenant and any executory agreement
      hereafter made shall be ineffective to change, modify, discharge or effect
      an
      abandonment of it in whole or in part, unless such executory agreement is in
      writing and signed by the party against whom enforcement of the change,
      modification, discharge or abandonment is sought.





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          Page
          12





**(b)**  Tenant
      agrees to look solely to Owner's interest in the Property for the satisfaction
      of any right or remedy of Tenant for the collection of a judgment (or other
      judicial process) requiring the payment of money by Owner, its partners,
      officers, shareholders or members, in the event of any liability by Owner,
      and
      no other property or assets of Owner, its partners, officers, shareholders
      or
      members shall be subject to levy, execution, attachment or other enforcement
      procedure for the satisfaction of Tenant's remedies under or with respect to
      this Lease, the relationship of Owner, its partners, officers, shareholders
      or
      members and Tenant hereunder, or Tenant's use and occupancy of the demised
      premises, or any other liability of Owner, its partners, officers, shareholders
      or members to Tenant.





**End
      of Term:**





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





**Quiet
      Enjoyment:**





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





**Failure
      to Give Possession:**





**24.**  If
      Owner
      is unable to give possession of the demised premises on the date of the
      commencement of the term hereof, because of the holding-over or retention of
      possession of any tenant, undertenant or occupants or if the demised premises
      are located in a building being constructed, because such building has not
      been
      sufficiently completed to make the demised premises ready for occupancy or
      because of the fact that a Certificate of Occupancy has not been procured or
      for
      any other reason, Owner shall not be subject to any liability for failure to
      give possession on said date and the validity of the Lease shall not be impaired
      under such circumstances, nor shall the same be construed in any wise to extend
      the term of this Lease, but the rent payable hereunder shall be abated (provided
      Tenant is not responsible for Owner's inability to obtain possession) until
      after Owner shall have given Tenant written notice that the demised premises
      are
      substantially ready for Tenant's occupancy. If permission is given to Tenant
      to
      enter into possession of the demised premises or to occupy premises other than
      the demised premises prior to the date specified as the commencement of the
      term
      of this Lease, Tenant covenants and agrees that such occupancy shall be deemed
      to be under all the terms, covenants, conditions and provisions of this Lease,
      except as to the covenant to pay rent. The provisions of this numbered Article
      are intended to constitute "an express provision to the contrary" within the
      meaning of Section 223(a) of the New York Real Property Law.





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          Page
          13




**No
      Waiver:**





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





**Waiver
      of Trial by Jury:**





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





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          Page
          14




**Inability
      to Perform:**





**27.**  This
      Lease and the obligation of Tenant to pay rent hereunder and perform all of
      the
      other covenants and agreements hereunder on the part of Tenant to be performed
      shall in no way be affected, impaired or excused because Owner is unable to
      fulfill any of its obligations under this Lease or to supply or is delayed
      in
      supplying any service expressly or impliedly to be supplied or is unable to
      make, or is delayed in making any repair, additions, alterations or decorations
      or is unable to supply or is delayed in supplying any equipment or fixtures
      if
      Owner is prevented or delayed from so doing by reason of strike or labor
      troubles or any cause whatsoever including, but not limited to, government
      preemption in connection with a national emergency or by reason of any rule,
      order or regulation of any department or subdivision thereof of any governmental
      agency or by reason of the conditions of supply and demand which have been
      or
      are affected by war or other emergency.





**Bills
      and Notices:**





**28.**  Except
      as
      otherwise in this Lease specifically provided, a notice or communication which
      either party is required to give to the other shall be in writing by Certified
      Mail, Return receipt Requested, addressed to the other at the address below
      set
      forth or to such other address as either party may be from time to time direct
      by written notice given in the manner herein prescribed, and the time of mailing
      such notice or communication shall be deemed to be the time when such notice
      is
      given:





**To
      Owner:**    **CONSTITUTION
      REALTY LLC**


**575
      LEXINGTON AVENUE**


**NEW
      YORK, NEW YORK 10022-6113**





**To
      Tenant:**    **MMC
      ENERGY NORTH AMERICA, LLC**


**26
      BROADWAY**


**NEW
      YORK, NEW YORK 10004**




**Services
      Provided by Owner:**





**29.**  Owner
      shall provide;





**(a)**  necessary
      elevator facilities on business days from 8:00 A.M. to 6:00 P.M. and on
      Saturdays from 8:00 A.M. to 1:00 P.M. and have one (1) elevator subject to
      call
      at all other times;





**(b)**  heat
      to
      the demised premises when and as required by law, on business days from 8:00
      A.M. to 6:00 P.M.;





**(c)**  water
      for
      ordinary lavatory purposes, but if Tenant uses or consumes water for any other
      purpose or in unusual quantities (of which fact Owner shall be the sole judge),
      Owner may install a water meter(s) at Tenant's expense which Tenant shall
      thereafter maintain at Tenant's expense in good working order and repair to
      register such water consumption and Tenant shall pay for water consumed as
      shown
      on said meter(s) as additional rent as and when bills are rendered;





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          Page
          15





**(d)**  cleaning
      service for the demised premises on business days at Owner's expense provided
      that said demised premises are kept in order by Tenant. If, however, said
      demised premises are to be kept clean by Tenant, it shall be done at Tenant's
      sole expense, in a manner satisfactory to Owner and no one other than persons
      approved by Owner shall be permitted to enter said demised premises or the
      Building for such purpose. Tenant shall pay Owner the cost of removal of any
      of
      Tenant's refuse and rubbish from the building:





**(e)**  **(i)**  Owner
      at
      its own expense shall, through the use of the Building's air conditioning
      equipment, furnish and distribute in the demised premises cool air from May
      1st
      to October 31st of each year on business days from 8:30 A.M. to 5:30 P.M.
      prevailing time. Tenant agrees to cause to be closed, and to keep closed, all
      windows in the demised premises whenever the air conditioning system is in
      operation and at all times to cooperate with Owner and to abide by all
      reasonable regulations and requirements which Owner may prescribe for the proper
      functioning and protection of the air conditioning equipment.





**(ii)**  Owner
      shall have free and unrestricted access to all air conditioning equipment.
      Owner
      reserves the right to interrupt, curtail, stop or suspend air conditioning
      when
      necessary because of accident, repairs, alterations or improvements which in
      the
      judgment of Owner are desirable or necessary, or to comply with government
      restrictions in the use of materials or in the use of the air conditioning
      system or because of difficulty or inability to secure supplies or labor because
      of strikes or other cause or causes beyond the reasonable control of Owner,
      whether such other cause or causes are similar or dissimilar to those
      hereinbefore mentioned, and no diminution or abatement of rent or other
      compensation shall or will be claimed by Tenant nor shall this Lease or any
      of
      the obligations of Tenant be affected or reduced by reasons of the
      interruptions, curtailment, stoppage or suspension of air conditioning. If
      Tenant requests air conditioning, by timely notice, on days or hours other
      than
      the regular days or hours as above provided, then Tenant shall pay Owner's
      charges at the then current rate per hour for providing such additional air
      conditioning upon being billed by Owner and such charges shall be collectible
      as
      "additional rent". Owner shall have the right to decline to furnish air
      conditioning on hours or days other than the regular hours and days if, in
      the
      opinion of Owner, the furnishing of such service would be impractical or
      detrimental to the operation of the building. Whenever in this numbered Article
      the phrase "timely notice" is used, it shall be deemed to mean notice of at
      least 24 hours prior to the time when additional air conditioning is desired
      by
      Tenant.





**(f)**  Owner
      reserves the right to stop services of the heating, elevators, plumbing, air
      conditioning, power systems or cleaning or other services, if any, when
      necessary by reason of accident or for repairs, alterations, replacements or
      improvements necessary or desirable in the judgment of Owner for so long as
      may
      be reasonably required by reason thereof. If the Building supplies manually
      operated elevator service, Owner at any time may substitute automatic control
      elevator service and upon ten (10) days' written notice to Tenant, proceed
      with
      alterations necessary therefor without in any way affecting this Lease or the
      obligations of Tenant hereunder. The same shall be done with a minimum of
      inconvenience to Tenant and Owner shall pursue the alteration with due
      diligence.





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          Page
          16




**Captions:**





**30.**  The
      captions are inserted only as a matter of convenience and for reference and
      in
      no way define, limit or describe the scope of this Lease nor the intent of
      any
      provisions hereof.





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          Page
          17


**Definitions:**





**31.**  **(a)**  The
      term
      "office" or "offices", wherever used in this Lease, shall not be construed
      to
      mean premises used as a store or stores, for the sale or display, at any time,
      of goods, wares or merchandise, of any kind, or as a restaurant, shop, booth,
      bootblack or other stand, barber shop, or for other similar purposes or for
      manufacturing.





**(b)**  The
      term
      "Owner" means a landlord or lessor, and as used in this Lease means only the
      owner, or the mortgagee in possession, for the time being of the land and
      Building (or the owner of a lease of the Building or of the land and Building),
      so that in the event of any sale or sales of said land and Building or of said
      lease, or in the event of a lease of said Building, or of the land and Building,
      the said Owner shall be and hereby is entirely freed and relieved of all
      covenants and obligations of Owner hereunder, and it shall be deemed and
      construed without further agreement between the parties or their successors
      in
      interest, or between the parties and the purchaser, at any such sale, or the
      said lessee of the Building, or of the land and Building, that the purchaser
      or
      the lessee of the Building has assumed and agreed to carry out any and all
      covenants and obligations of Owner hereunder.





**(c)**  Wherever
      in this Lease the word Owner or the word Landlord appear, the reference shall
      be
      deemed to mean the party of the first part hereunder.





**(d)**  The
      words
      "re-enter" and "re-entry" as used in this Lease are not restricted to their
      technical legal meaning.





**(e)**  The
      term
      "business days" as used in this Lease shall exclude Saturdays (except such
      portion thereof as is covered by specific hours in Article "29" hereof), Sundays
      and all days observed by the State or Federal Government as legal holidays
      and
      those designated as holidays by the applicable building service union employees
      service contract or by the applicable Operating Engineers contract with respect
      to HVAC service.





**Adjacent
      Excavation - Shoring:**





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





**Rules
      and Regulations:**





**33.**  Tenant
      and Tenant's servants, employees, agents, visitors and licensees shall observe
      faithfully and comply strictly with the Rules and Regulations and such other
      and
      further reasonable Rules and Regulations as Owner or Owner's agents may from
      time to time adopt. Notice of any additional rules or regulations shall be
      given
      in such manner as Owner may elect. In case Tenant disputes the reasonableness
      of
      any additional Rule or Regulation hereafter made or adopted by Owner or Owner's
      agents, the parties hereto agree to submit the question of the reasonableness
      of
      such Rule or Regulation for decision to the New York office of the American
      Arbitration Association, whose determination shall be final and conclusive
      upon
      the parties hereto. The right to dispute the reasonableness of any additional
      Rule or Regulation upon Tenant's part shall be deemed waived unless the same
      shall be asserted by service of a notice, in writing upon Owner within ten
      (10)
      days after the giving of notice thereof. Nothing in this Lease contained shall
      be construed to impose upon Owner any duty or obligation to enforce the Rules
      and Regulations or terms, covenants or conditions in any other lease, as against
      any other tenant and Owner shall not be liable to Tenant for violation of the
      same by any other tenant, its servants, employees, agents, visitors or
      licensees.





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          Page
          18




**Security:**





**34.**  **(a)**  Tenant
      has deposited with Owner the sum of **$** **9,645.21** as
      security for the faithful performance and observance by Tenant of the terms,
      provisions and conditions of this Lease. It is agreed that in the event Tenant
      defaults in respect of any of the terms, provisions or conditions of this Lease
      including, but not limited to, the payment of rent and additional rent, Owner
      may use, apply or retain the whole or any part of the security so deposited
      to
      the extent required for the payment of any rent and additional rent or any
      other
      sum as to which Tenant is in default or for any sum which Owner may expend
      or
      may be required to expend by reason of Tenant's default in respect of any of
      the
      terms, covenants or conditions of this Lease, including but not limited to,
      any
      damages or deficiency in the re-letting of the demised premises, whether such
      damages or deficiency accrued before or after summary proceedings or other
      re-entry by Owner. In the event that Tenant shall fully and faithfully comply
      with all the terms, provisions, covenants and conditions of this Lease, the
      security shall be returned to Tenant after the date fixed as the end of the
      Lease and after delivery of entire possession of the demised premises to Owner.
      In the event of a sale of the land and Building or leasing of the Building
      Owner
      shall have the right to transfer the security to the vendee or lessee and Owner
      shall thereupon be released by Tenant from all liability for the return of
      said
      security and Tenant agrees to look to the new Owner solely for the return of
      said security and it is agreed that the provisions hereof shall apply to every
      transfer or assignment made of the security to a new Owner. Tenant further
      covenants that it will not assign or encumber or attempt to assign or encumber
      the monies deposited hereunder as security and that neither Owner nor its
      successors or assigns shall be bound by any such assignment, encumbrance,
      attempted assignment or attempted encumbrance.





**(b)**  Supplementing
      the provisions of paragraph (a) of this numbered Article, Owner agrees to hold
      the security deposited by Tenant hereunder in an interest bearing account.
      Owner
      shall be entitled to a part of any of the interest earned as and for a service
      fee. The amount of said service fee shall be limited to the rate permitted
      which
      is presently one (1%) percent. The balance of any interest earned shall be
      retained in the account and be paid over to Tenant at such time when, as and
      if
      the original amount of security is to be returned to Tenant.





Lease
          Page
          19


**Estoppel
      Certificate:**





**35.**  Tenant,
      at any time, and from time to time, upon at least ten (10) days' prior written
      notice by Owner, shall execute, acknowledge and deliver to Owner, and/or to
      any
      other person, firm or corporation specified by Owner, a statement certifying
      that this lease is unmodified and in full force and effect (or, if there have
      been modifications, that the same is in full force and effect as modified and
      stating the modification), stating the dates to which the rent and additional
      rent have been paid and stating whether or not there exists any default by
      Owner
      under this Lease, and, if so, specifying each such default.





**Successors
      and Assigns:**





**36.**  The
      covenants, conditions and agreements contained in this Lease shall bind and
      inure to the benefit of Owner and Tenant and their respective heirs,
      distributees, executors, administrators, successors, and except as otherwise
      provided in this Lease, their assigns.





**Late
      Charge:**





**37.**  Without
      prejudice to any of the other rights or remedies available to Owner by the
      terms
      of this Lease or by operation of law, Tenant agrees that if any installment
      of
      rent is not paid within ten (10) days after the date on which it is due, an
      additional charge of ONE HUNDRED ($100.00) DOLLARS shall become due and payable
      to Owner as and for a "late charge" and Tenant agrees to pay such charge as
      additional rent hereunder.





**Real
      Estate Tax Escalation:**





**38.**  **(a)**  In
      the
      event that the amount of real estate taxes, assessments, sewer rents, rates
      and
      charges, county taxes, transit taxes, or any other governmental charge, general,
      special, ordinary or extraordinary, foreseen or unforeseen (hereinafter
      collectively called taxes) which may now or hereafter be levied or assessed
      against the land upon which the Building stands and upon the Building
      (hereinafter collectively called the real property) attributable to any tax
      year
      (July 1 to June 30) shall be greater than the amount of taxes on the real
      property attributable to the tax year 2005/06 (hereinafter referred to as the
      base year) during the term hereof, then Tenant shall pay Owner as additional
      rent TWO TENTHS OF ONE PER CENTUM (0.2%) of the increase in taxes for such
      tax
      year.





**(b)**  Owner
      may
      take the benefit of the provisions of any statute or ordinance permitting any
      assessment to be paid over a period of time and the installments of any such
      assessment as shall become due and payable during any years of the term of
      this
      Lease or any renewal hereof shall be included in the calculation of Tenant's
      share of the tax increase provided. Any amount due Owner under the provisions
      of
      this numbered Article shall be paid within thirty (30) days after Owner shall
      have submitted a bill and statement to Tenant showing in reasonable detail
      the
      computation of the amount due Owner, but such bill shall not be payable prior
      to
      the payment by Owner of the installment upon which Owner's bill to Tenant is
      based. Any such tax increase for the tax year in which this Lease shall end
      shall be apportioned so that Tenant shall pay its aforesaid share of only that
      portion thereof which corresponds with the portion of said tax year which is
      within the term hereby demised. The amount of taxes for the base year, against
      which Tenant's liability for additional rent in subsequent years is determined,
      shall be the amount thereof finally determined to be legally payable by legal
      proceedings or otherwise.





Lease
          Page
          20





**(c)**  If
      Owner
      shall receive any tax refund in respect of any tax year following the base
      year
      with respect to which Tenant shall have paid any moneys pursuant to subdivision
      "(a)" of this numbered Article, Owner may retain out of such tax refund any
      reasonable expense incurred by it in obtaining such refund and out of any of
      the
      then remaining balance of such tax refund, Owner shall pay to Tenant, provided
      Tenant is not in default under the covenants or provisions of this Lease, the
      percentage specified in subdivision "(a)" of this numbered Article of such
      remaining balance of such tax refund.





**Porter's
      Wage Escalation:**





**39.**  **(a)**  At
      any
      time and each time during the term of this Lease that the minimum regular hourly
      wage rate, hereinafter referred to as the RAB Labor Rate, prescribed for Porters
      in office buildings such as the one of which the demised premises forms a part,
      shall be increased by agreement between the Realty Advisory Board on Labor
      Relations, Incorporated (or its successor), hereinafter referred to as the
      RAB,
      and Local 32B-J of the Building Service Employees International Union, AFL-CIO,
      (or its successor), hereinafter referred to as the "Union", above the minimum
      regular hourly wage rate for such employees in effect as of the date hereof,
      Tenant shall pay to Owner as additional annual rent hereunder an amount equal
      to
      the result of the multiplying of the hourly wage increase in terms of cents
      by
      1,319. Said additional rent is to be paid in equal monthly installments of
      1/12
      the annual rate starting with and along with the next monthly installment of
      rent due after the effective date of such increase and shall continue to be
      paid
      along with each monthly installment of rent due until another such increase,
      if
      any, shall become effective in accord with the provisions hereof. Owner shall
      give Tenant written notice of each change in the RAB Labor Rate which will
      effectively change Tenant's obligation for the payment of additional rent and
      the amount of such additional rent pursuant to the provisions of this Article.
      If said notice is given to Tenant after the date upon which such a change in
      the
      RAB Labor Rate shall have become effective (whether prospectively or
      retroactively), then Tenant shall within ten (10) days after the notice, pay
      to
      Owner such additional rent for any period which shall have elapsed prior to
      the
      giving of said notice. Any additional rent due pursuant to the provisions of
      this numbered Article shall be collectible by Owner in the same manner as the
      regular installments of rent due under this Lease. The obligations to make
      any
      payments pursuant to this numbered Article shall survive the expiration or
      other
      termination of this Lease.





**(b)**  Any
      and
      all the benefits required by law or by the applicable union agreement to be
      paid
      to or for Porters or imposed upon or measured by their wages, such as paid
      vacations and holidays, hospital, disability, medical, welfare, pension and
      retirement payments and Social Security, payroll and other taxes, shall be
      apportioned as an average hourly wage rate and shall be included as part of
      the
      RAB Labor Rate.




Lease
          Page
          21




**(c)**  In
      the
      event the regular working time of Porters in the building of which the demised
      premises forms a part shall occur on days or during hours when overtime or
      other
      premium pay rates are in effect pursuant to the RAB-Union agreement, then the
      RAB Labor Rate as used in this numbered Article shall mean the average hourly
      wage rate for the hours in a calendar week during which Porters are regularly
      employed. (e.g., if, pursuant to the RAB-Union agreement the regular employment
      of Porters for forty hours during a calendar week is at the hourly wage rate
      of
      $7.00 for the first thirty hours and at $10.50 for the remaining 10 hours,
      then
      the RAB Labor Rate under this numbered Article shall be the total weekly wage
      rate of $315.00 divided by 40, or $7.875).





**(d)**  If
      Owner
      has negotiated a separate agreement with the Union apart from the RAB or has
      become part of an industry group other than the RAB that has negotiated an
      agreement with the Union covering the Employees formerly covered by the RAB
      Labor Rate, then the minimum regular hourly wage rate prescribed for Porters
      in
      any such new agreement made apart from the RAB shall be considered to be the
      new
      RAB labor rate for the purposes of this Article.





**(e)**  "Porters"
      as used herein shall mean that classification of employee engaged in the general
      maintenance and operation of Office Buildings which is the same or most nearly
      comparable to that classification now applicable to Porters in the current
      RAB-Union agreement. (Under the present agreement such classification is termed
      "Others".)





**(f)**  No
      payments of additional rent shall accrue or become due pursuant to this numbered
      Article before January 1, 2007.





**40.**  **INTENTIONALLY
      OMITTED.**





**Brokerage:**





**41.**  Tenant
      warrants to Owner that the only brokers with whom it dealt concerning this
      Lease
      and the Demised Premises were New York Commercial Realty Services, through
      Zara
      Clark, and Koeppel Companies LLC. Owner agrees to pay leasing commissions to
      said brokers pursuant to separate agreements between Owner and said
      brokers.





**Relocation-Termination:**





**42.**  It
      is
      expressly understood and agreed that Owner, at Owner's sole cost and expense,
      shall have the right to relocate Tenant from the demised premises to comparable
      or better space within the Building in the event that Owner requires the demised
      premises as part of a larger lease transaction. Any such relocation shall not
      unreasonably upset or disturb the normal conduct of Tenant's business and the
      lay-out of the new space shall provide work area(s) that are similar to those
      then in the demised premises. In the event that Tenant does not accept the
      relocation space offered by Owner, Owner may at Owner's sole option terminate
      this Lease by giving ninety (90) days written notice to Tenant.





Lease
          Page
          22


**Lower
      Manhattan Real Property Tax Abatement:**





**43.**  It
      is
      understood by Owner and Tenant that:





**(a)**  **(i)**  an
      application for abatement of real property taxes will be made for the demised
      premises;





**(ii)**  the
      rent
      including amounts payable by Tenant for real property taxes will accurately
      reflect any abatement of real property taxes;





**(iii)**  at
      least
      $10.00 per square foot or $35.00 per square foot in the Title 4 abatement zone,
      or at least $5.00 per square foot or $25.00 per square foot in the Title 4A
      abatement zone must be spent on improvements to the demised premises and/or
      the
      common areas, the amount being dependent upon the length of the lease and
      whether it is a new, renewal or expansion lease;





**(iv)**  all
      abatements granted will be revoked if, during the benefit period, real estate
      taxes, water or sewage charges or other lienable charges are unpaid for more
      than one (1) year, unless such delinquent amounts are paid as provided in the
      relevant law.





**(b)**  The
      lease
      for the eligible premises does not provide for an option to terminate the
      lease  prior
      to
      the initial lease term except as provided for in the applicable
      law.





**Lower
      Manhattan Energy Program:**





**44.**  Owner
      and
      Tenant acknowledge that Owner may be applying for benefits available pursuant
      to
      the Lower Manhattan Energy Program (LMEP). In the event that the Building is
      eligible the LMEP benefits will be passed on to Tenant as specified by the
      law.





**Landmark
      Status:**





**45.**  Pursuant
      to Local Law 92 of the City of New York, which was signed into law on December
      13,1996, the notice required thereby that the facade of the Building of which
      the demised premises form a part has been given landmark designation by the
      Landmarks Preservation Commission of the City of New York. In accord with said
      local law, Owner hereby gives Tenant further notice that in accord with the
      administrative code, Tenant must obtain a permit from the Landmarks Preservation
      Commission prior to commencing any exterior or interior work on the improvement
      or the property, except for ordinary repair and maintenance as defined in the
      code. Any lease or sublease commencing on or after December 13, 1996 must
      contain the language contained in this numbered Article.





Lease
          Page
          23




**Smoking:**





**46.**  Tenant
      represents to Owner that Tenant is fully knowledgeable regarding the
      "No-Smoking" laws for commercial office buildings promulgated by the City of
      New
      York. Tenant throughout the term of this Lease shall comply with all laws
      regarding smoking in office buildings and prevent its employees and invitees
      from smoking anywhere within the public areas inside the Building or the demised
      premises (including but not limited to bathrooms, fire stairs etc...) except
      within a smoking room within the demised premises that complies with any and
      all
      City, State or Federal laws and regulations regarding smoking rooms and Tenant
      shall use its best efforts to prevent its employees who smoke, if any, to stand
      in or near the interior or exterior sides of the Building
      entrances/exits.





**Insurance:**





**47.**  Tenant
      covenants to provide, on or before the commencement date of the term hereof,
      and
      keep in force during the term of this Lease for the benefit of the Owner, a
      comprehensive Liability policy of insurance covering the demised premises and
      any appurtenances thereto. Such policy is to be written by a good and solvent
      insurance company authorized to do business in the State of New York in a
      minimum amount of One Million ($1,000,000.00) Dollars Combined Single Limit
      Coverage on a per occurrence basis covering both personal liability and property
      damage.





**48.**  In
      the
      event of a monetary default or other material default which continues beyond
      any
      applicable notice and or cure period, Karl Miller of 411 Bradley Creek Point
      Road, Wilmington, North Carolina 28403; SSN ###-##-####, covenants and agrees
      to
      be liable for both the payment of all amounts of rent and any additional rent
      that accrue and remain unpaid from the time of the original uncured monetary
      or
      other material default through the last day of the month in which Tenant vacates
      the demised premises and delivers possession of same to Owner (in accord with
      the terms hereof) and for the performance of the terms and conditions hereunder
      through the last day of the month in which Tenant vacates the demised premises
      and delivers possession of same to Owner (in accord with the terms hereof).
      The
      provisions of this numbered Article shall survive the termination of this Lease,
      unless the named individual has made all payments required to be made up to
      the
      vacating and delivery of possession of the demised premises or performed the
      obligation(s) to be performed prior to said vacating and delivery of possession
      of the demised premises, and said provisions shall not be effected in any manner
      by the provisions contained in Article "34" hereof. The security described
      in
      said Article "34" shall not be used or considered as a set-off against any
      amounts due under this numbered Article. During the term hereof, the
      aforementioned individual shall notify Owner within thirty (30) days of any
      change in his/her address as shown above. Failure to give the requisite notice
      of an address change shall be deemed a material event of default hereunder.
      The
      Social Security Number provided herein only shall be used by Owner in connection
      with the enforcement of Owner’s rights pursuant to the provisions of this
      numbered Article. Other than as used by Owner pursuant to the provisions of
      this
      numbered Article Owner shall not disclose the Social Security Number unless
      pursuant to governmental or court order and in any such case shall give the
      party responsible pursuant to this numbered Article notice of any governmental
      request or court order prior to any disclosure.





Lease
          Page
          24


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




**CONSTITUTION
                  REALTY LLC**
                **Owner****BY:**
              /s/ Caleb D. KoeppelCaleb
                D. Koeppel,
                Manager-Member
  **MMC
                  ENERGY NORTH AMERICA, LLC****Tenant****BY:**
              /s/ Karl MillerKarl
                Miller, Managing
                Partner
  **As
                to the
                provisions of Article “48” only:****X:**
              /s/ Karl MillerKarl
                Miller
  Lease
            Page
            25
 
 **ACKNOWLEDGMENTS**
 
 **Owner**
 
 **STATE
        OF NEW YORK,**
 **COUNTY
        OF NEW YORK**
 
 On
        the
        ________ day
        of
        January in the year 2006 before me, the undersigned, a Notary Public in and
        of
        said State, personally appeared Caleb D. Koeppel, personally known to me
        or
        proved to me on the basis of satisfactory evidence to be the individual(s)
        whose
        name(s) is (are) subscribed to the within instrument and acknowledged to
        me that
        he/she/they executed the same in his/her/their capacity (ies), and that by
        his/her/their signature (s) on the instrument, the individual (s), or the
        person
        upon behalf of which the individual (s) acted, executed the
        instrument.
  Notary
                  Public
 **Tenant**
 
 **STATE
        OF NORTH CAROLINA,**
 **COUNTY
        OF**
 
 On
        the
        ________ day
        of
        January in the year 2006 before me, the undersigned, a Notary Public in and
        of
        said State, personally appeared Karl
        Miller ,
        personally known to me or proved to me on the basis of satisfactory evidence
        to
        be the individual(s) whose name(s) is (are) subscribed to the within instrument
        and acknowledged to me that he/she/they executed the same in his/her/their
        capacity (ies), and that by his/her/their signature (s) on the instrument,
        the
        individual (s), or the person upon behalf of which the individual (s) acted,
        executed the instrument.
  Notary
                  Public
 Lease
              Page
              26
  **As
        to the provisions of Article “48” only:**
 
 **STATE
        OF NORTH CAROLINA,**
 **COUNTY
        OF**
 
 On
        the________ day
        of
        January in the year 2006 before me, the undersigned, a Notary Public in and
        of
        said State, personally appeared Karl
        Miller ,
        personally known to me or proved to me on the basis of satisfactory evidence
        to
        be the individual(s) whose name(s) is (are) subscribed to the within instrument
        and acknowledged to me that he/she/they executed the same in his/her/their
        capacity (ies), and that by his/her/their signature (s) on the instrument,
        the
        individual (s), or the person upon behalf of which the individual (s) acted,
        executed the instrument.
  Notary
                  Public
  Lease
              Page
              27


**IMPORTANT
      - PLEASE READ**





**RULES
      AND REGULATIONS ATTACHED TO AND FORMING A PART OF THIS LEASE IN
      ACCORD**  **WITH
      ARTICLE "33" HEREOF.**





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





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





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





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





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





**6.**  No
      tenant
      shall mark, paint, drill into, or in any way deface any part of the demised
      premises or the Building. No boring, cutting or stringing of wires shall be
      permitted, except with the prior written consent of Owner, and as Owner may
      direct. No tenant shall lay linoleum, or other similar floor covering, so that
      the same shall come in direct contact with the floor of the demised premises,
      and, if linoleum or other similar floor covering is desired to be used an
      interlining of builder's deadening felt shall be first affixed to the floor,
      by
      a paste or other material, soluble in water, the use of cement or other similar
      adhesive material being expressly prohibited.





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





Lease
          Page
          28




**8.**  Freight,
      furniture, business equipment, merchandise and bulky matter of any description
      shall be delivered to and removed from the demised premises only on the freight
      elevators and through the service entrances and corridors, and only during
      hours
      and in a manner approved by Owner. Owner reserves the right to inspect all
      freight to be brought into or out of the Building and to exclude from the
      Building all freight which violates any of these Rules and Regulations or the
      Lease of which these Rules and Regulations are a part.





**9.**  Canvassing,
      soliciting and peddling in the Building is prohibited and each Tenant shall
      cooperate to prevent the same.





**10.**  Owner
      reserves the right to exclude from the Building between the hours of 6:00 P.M.
      and 8:00 A.M. and at all hours on Sundays, and legal holidays all persons who
      do
      not present a pass to the Building signed by Owner. Owner will furnish passes
      to
      persons for whom any tenant requests same in writing. Each tenant shall be
      responsible for all persons for whom it requests such pass and shall be liable
      to Owner for all acts of such persons.





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





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





**13.**  If
      the
      Building contains central air conditioning and ventilation, Tenant agrees to
      keep all windows closed at all times and to abide by all rules and regulations
      issued by Owner with respect to such services. If Tenant requires air
      conditioning or ventilation after the usual hours, Tenant shall give notice
      in
      writing to the Building superintendent prior to 3:00 P.M. in the case of
      services required on weekdays, and prior to 3:00 P.M. on the business day prior
      in the case of after hours service required on weekends or on
      holidays.





**14.**  Tenant
      or
      Tenant's agent(s) shall not move any safe, heavy machinery, heavy equipment,
      bulky matter, or fixtures into or out of the Building without Owner's prior
      written consent. If such safe, machinery, equipment, bulky matter or fixtures
      requires special handling, all work in connection therewith shall comply with
      the Administrative Code of the City of New York and all other laws and
      regulations applicable thereto and shall be done during such hours as Owner
      may
      designate.




Lease
          Page
          29


**EXHIBIT
      “A”**





Owner
      and
      Tenant hereby agree as follows:





**1.**  Owner
      shall perform all of the following work (collectively, the “Owner’s Work”) at
      Owner’s sole cost and expense. Owner's Work shall be:





a)  Installation of carpet throughout the Demised Premises in Tenant’s choice of
      color and style to be chosen from samples provided by Owner. The allowance
      for
      carpet shall be $20.00 per square yard. Any upgrades in the carpet shall be
      at
      Tenant’s sole cost and expense.





b)  Patching,
      preparation and painting of walls, doors, trim and using Benjamin Moore or
      similar quality paint in Tenant’s choice of building standard color to be chosen
      from samples provided by Owner.





c)  Removal
      of extraneous cabling/wiring and stove from the Demised Premises.





d)  Demolition
      of wall.





Lease
        Page
        30