exv10w1



 





Exhibit 10.1



SUBLEASE AGREEMENT




     THIS
SUBLEASE AGREEMENT is made and entered into this 1st day of
April, 2000 between SAMUEL MARRAZZO and MARGARET MARRAZZO, husband and
wife, (hereinafter “Landlord”) and YARDVILLE NATIONAL BANK, organized and
existing under the laws of                              (hereinafter “Tenant”) for a
portion of the premises, as hereinafter defined, located at 1400 Parkway
Avenue, Trenton, New Jersey.



     In consideration of the rents, covenants and conditions hereinafter
reserved and contained, Landlord hereby agrees to lease to Tenant, and Tenant
hereby agrees to hire from Landlord, the Leased Premises described herein.



     Landlord and Tenant agree that the terms and conditions of this sublease
are as set forth in this Sublease Agreement and the attached General Terms of
Lease including, without limitation, the exhibits or riders referred to in the
General Terms of Lease, all of which are incorporated herein and are
hereinafter referred to collectively as the “Lease.”



1. BACKGROUND.



     On December 21, 1973, Ewing Associates (hereinafter “Lessor”) executed a
Lease Agreement (hereinafter “Ewing Lease”) with The Grand Union Company
(hereinafter “Lessee”) for the premises known as 1400 Parkway Avenue, Ewing
Township, Mercer County, New Jersey (hereinafter “Premises”). A true and
correct copy of the Ewing Lease is attached hereto, incorporated herein and
marked as Exhibit A.



     On July 9, 1979, The Grand Union Company (hereinafter “Sublessor”)
executed a Sublease Agreement (hereinafter “Grand Union Lease”) with Frankford
Quaker Grocery Company (hereinafter “Frankford”). Fleming Companies, Inc., an
Oklahoma corporation, (hereinafter “Sublessee”) is successor in interest by
merger to Frankford. A true and correct copy of the Grand Union Lease is
attached hereto, incorporated herein and marked as Exhibit B.



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     On October 22, 1999, Fleming Companies, Inc., (hereinafter “Fleming”)
entered into a Sub-Sublease Agreement (hereinafter “Fleming Lease”) with
Marrazzo’s Market at Ewing, L.L.C., a New Jersey Limited Liability Company,
(hereafter “Marrazzo’s Market”). A copy of the Fleming Lease is attached
hereto as Exhibit C. By
Agreement of Assignment dated March 30, 2000, Marrazzo’s Market assigned the
Fleming Lease to Samuel Marrazzo and Margaret Marrazzo, husband and wife. A
true and correct copy of the Agreement of Assignment is attached hereto and
marked as Exhibit D.



     Landlord herein has now agreed to Sublease a portion of the Premises to
Tenant herein to be used a full service banking facility. Fleming has consented
to this Sublease Agreement.



     The terms of the Ewing Associates Lease, Grand Union Lease and Fleming
Lease, hereinabove referred, are herein incorporated by reference with like
force and effect as if the same had been fully set out, and Tenant herein
acknowledges receipt of true and correct copies of all of said Leases.



2. CONSTRUCTION; PREPARATION FOR OCCUPANCY; PLANS AND SPECIFICATIONS.



     Tenant agrees to be singularly responsible for and to construct or cause
to be constructed the facility which Tenant will require to operate a full
service banking facility, namely, the Leased Premises. This banking facility
shall be constructed in strict accordance with plans and specifications
approved by Landlord. Said plans and specifications are attached hereto and
incorporated herein, marked as Exhibit E. All said improvements are to be made
in strict compliance with any governmental or quasi-governmental body having
jurisdiction over such construction and use. All construction is to be carried
out in a manner that is compatible with ongoing construction that is taking
place simultaneously therewith.



     Tenant shall obtain or cause its contractors, agents, servants, workmen or
any person used in the construction of the facility described above to provide
insurance naming Landlord as an additional insured or protecting Landlord from
any loss or liability whatsoever caused by or resulting from the construction
of the Leased Premises as set forth in this



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paragraph. Tenant further agrees to indemnify and hold harmless Landlord from
any action, cause of action, claim or loss resulting from any and all of said
activity.




     All work shall be done in a good and workmanlike manner and in strict
compliance with all applicable laws and lawful ordinances, by-laws, regulations
and orders of governmental authority and of the insurers of the Demised
Premises, and Tenant shall be responsible for payment of any and all utilities
used in the construction thereof.



3. DEFINITIONS.



     For purposes of this Sublease, and any supplement(s), amendment(s), or
modification(s) thereof, the terms listed below shall have the following
meanings:



	 	 	 
	

	 	“LANDLORD”: SAMUEL MARRAZZO and MARGARET MARRAZZO
	

	 	husband and wife
	 
	 	 
	ADDRESS:

	 	c/o Marrazzo’s Thriftway

1091 Washington Boulevard

Robbinsville, New Jersey 08691
	 
	 	 
	“TENANT”:

	 	YARDVILLE NATIONAL BANK
	 
	 	 
	

	 	ADDRESS: 2465 Kuser Road

Trenton, New Jersey 08690






“ADDITIONAL RENT” shall mean Tenant’s Pro Rata Share of all of the common area
expenses and other charges for which Sub-Subtenant is responsible under the
terms of the Ewing Lease, Grand Union Lease or Fleming Lease as provided in
Article 4 of the General Terms of Lease.



“BASE RENT” shall mean, for the initial term of this Sublease, the sum of $
[See attached Exhibit 1] per year which will be payable at the monthly rate of
$ [See attached Exhibit 1] as provided in Article 4 of the General Terms of
Lease.



“BILLING ADDRESS” shall mean the address at which Tenant will be billed which
is the Leased Premises.




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“BUILDING” shall mean the structure in which the Demised Premises and Leased
Premises are contained.



“COMMENCEMENT DATE” shall mean April 1, 2000.



“COMMON FACILITIES” shall mean the land surrounding the Building, the parking
area and all drives and walkways, all generally as shown on Exhibit F to the
General Terms of Lease.



“DEMISED PREMISES” shall mean the space leased by Landlord pursuant to the
Fleming Lease.



“EWING LEASE” shall mean the Lease Agreement including amendments, if any, by
and between Ewing Associates (“Lessor”) and The Grand Union Company (“Lessee”),
a copy of which is attached hereto and marked as Exhibit A.



“FLEMING” shall mean Fleming Companies, Inc., the Sub-Sublandlord from time to
time, under the Sub-Sublease Agreement.



“FLEMING LEASE” shall mean the Sub-Sublease Agreement, including amendments, if
any, by and between Fleming Companies, Inc., (“Fleming”) and Marrazzo’s Market
at Ewing, L.L.C., (“Marrazzo’s Market”) a copy of which is attached hereto and
marked as Exhibit C.



“GRAND UNION LEASE” shall mean the Sublease, including amendments, if any, by
and between Grand Union Company (“Sublessor”) and Fleming Companies, Inc.
(“Sublessee”) a copy of which is attached hereto and marked as Exhibit B.



“HOURS OF OPERATION” shall mean Monday through Friday from 10:00 a.m. to 7:00
p.m. and Saturdays and Sundays from 10:00 a.m. to 4:00 p.m., excluding all
banking holidays. The hours of operation set forth herein may be modified by
the Tenant at its sole discretion provided the modified hours of operation are
reasonable hours of operation as compared to other banking facilities in Mercer
County.



“LEASED PREMISES” shall mean the space leased by Tenant from Landlord pursuant
to this Sublease Agreement and as more particularly described in Exhibit E.




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“LEASE YEAR” shall mean a period of twelve (12) consecutive calendar months,
the first of which will begin on the Commencement Date.



“LESSEE” shall mean The Grand Union Company, the Lessee from time to time under
the Ewing Lease.



“LESSOR” shall mean Ewing Associates, the Lessor from time to time, under the
Ewing Lease.



“MARRAZZO’S MARKET” shall mean Marrazzo’s Market at Ewing, L.L.C., the
Sub-Subtenant from time to time, under the Sub-Sublease Agreement.



“MORTGAGEE” shall mean the holder of any mortgage or security interest now or
hereafter encumbering the Building, improvements, appurtenances or personal
property of Landlord.



“OPERATING EXPENSES” shall mean real estate taxes, payments “in lieu of real
estate taxes,” insurance premiums and other expenses as referred to in Article
4 of, and as more particularly described in Exhibit G to the General Terms of
Lease.



“STANDARD INDUSTRIAL CLASSIFICATION (SIC) NUMBER” shall mean the SIC number
applicable to Tenant’s primary business and referred to in Article 2 of the
General Terms of Lease which Tenant represents and warrants is    .



“SUBLESSEE” shall mean Fleming Companies, Inc., the Sublessee from time to
time, under the Grand Union Lease.



“SUBLESSOR” shall mean The Grand Union Company, the Sublessor from time to
time, under the Grand Union Lease.



SUB-SUBLANDLORD” shall mean Fleming Companies, Inc., the Sub-Sublandlord from
time to time, under the Sub-Sublease Agreement.



“SUB-SUBTENANT” shall mean Marrazzo’s Market at Ewing, L.L.C., the
Sub-Subtenant from time to time, under the Sub-Sublease Agreement.




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“TENANT IMPROVEMENTS” shall mean the improvements to the Leased Premises
constructed for by Tenant for Tenant’s use and occupancy.



“TENANT PLANS” shall mean the final plans, specifications and working drawings
required to be supplied by Tenant and approved in writing by Landlord for the
construction of the Leased Premises and the Tenant Improvements as herein
defined.



“TENANT PLANS DEADLINE” shall mean the date on or before which Landlord must
deliver written approval or disapproval of the Tenant Plans, which Landlord and
Tenant agree will be five (5) business days after receipt of same by Landlord.



“TENANT’S PRO RATA SHARE,” shall mean the ratio of (x) the rentable square feet
in the Leased Premises, over (y) the total rentable square feet in the Demised
Premises, which Landlord and Tenant agree is .981 percent as of the date hereof
which is subject to change upon a recalculation of the total rentable building
size.



If any of the operating expense is related to any item entirely within the
Leased Premises and for the sole use and benefit of the Tenant, then Tenant
shall pay 100% of such cost. Otherwise, Tenant shall pay his pro rata share.



“TERM” shall mean a period of 5 years and 0 months from the Commencement Date
referred to in Article 3 of the General Terms of Lease and will, if the context
requires, include any extension(s) of the initial Term and be subject to
earlier termination as provided in the General Terms of Lease.



“USE” shall mean Tenant’s occupancy of the Leased Premises as referred to in
Article 2 of the General Terms of Lease for the purpose of a full-service bank
only.




     IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands and
seals, or caused this Sublease to be signed by their duly authorized general
partners, officers or agents, as of the date and year first above written.



	 	 	 
	WITNESS:

	 	SAMUEL MARRAZZO







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	 	MARGARET MARRAZZO
	 
	 	 
	


	 	

	 
	 	 
	ATTEST:

	 	YARDVILLE NATIONAL BANK
	 
	 	 
	


	 	








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GENERAL TERMS OF LEASE




ARTICLE 1. LEASED PREMISES.



     Section 1.1 Tenant will have the right to use and occupy its leasehold
interest and, with respect to the Leased Premises, the right to use in common
with other tenants of the Shopping Center and their invitees, customers and
employees, those public areas of the Common Facilities, all subject to the
terms, conditions and limitations set forth in the Ewing Lease, Grand Union
and/or Fleming Lease.



ARTICLE 2. USE.



     Section 2.1 Landlord hereby leases to Tenant, and Tenant hires from
Landlord, only for the operation of a full-service banking facility, a portion
of the Demised Premises consisting of approximately 346 sq. ft. as more
specifically described in Exhibit E attached hereto and incorporated herein.
Tenant agrees, except as to those provisions relating to the payment of rent by
the Tenant and as otherwise specifically set forth in this Sublease Agreement
to be bound by all of the covenants and obligations of the Sub-Subtenant as set
forth in the Fleming Lease.



     Section 2.2 Tenant will use and occupy the Leased Premises for the use
specified only and for no other use. Notwithstanding the foregoing, Tenant’s
use of the Leased Premises will, at all times, be lawful and will not
constitute waste, nuisance or unreasonable annoyance to Landlord or other
tenants of the Shopping Center.



     Section 2.3 Tenant warrants that it will not do or allow anything which
will cause its SIC, as hereinafter set forth in this Agreement, to change
and/or fall within any of the SIC number(s) to which the Industrial Site
Recovery Act, N.J.S.A. 13:1K-6, et seq. (“ISRA”) is now or may hereafter be
applicable. Tenant further warrants that it will not use the Leased Premises
or any part thereof to refine, produce, store, handle, transfer, process, or
transport “hazardous waste” or “hazardous substances” as such terms are now or
may hereafter be defined under any federal, state or local law or regulation.
In the event Tenant shall breach this warranty, Landlord will have, in



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addition to any other remedies available, the right to immediately terminate
this lease.




ARTICLE 3. TERM OF LEASE.



     Section 3.1 The initial Term of this Lease shall be for the period
beginning April 1, 2000, and ending at 11:59 p.m. on March 31, 2005 (“Initial
Term”). Thereafter, the term of this Lease shall be automatically renewed for
three (3) successive additional terms of five (5) years (“Renewal Term”) each
unless Tenant terminates this Lease by giving written notice to Landlord Tenant
at least ninety (90) days prior to the end of the Initial Term or Renewal Term,
as applicable. The Initial Term and Renewal Term are referred to herein as the
“Term.” Notwithstanding any provision herein to the contrary, this Lease shall
automatically terminate upon the expiration or termination of the Fleming Lease
for any reason. In no event shall Tenant have the right to exercise any
options to extend the term of the Fleming Lease that may be available to
Landlord under the Fleming Lease.



ARTICLE 4. RENT AND ADDITIONAL RENT.



     Section 4.1 In addition to the Base Rent, and as Additional Rent, Tenant
shall pay .981 percent (sublease square footage [346 sq. ft.] divided by total
square footage [35,280 sq. ft.]) of all of the common area expenses and other
charges for which Sub-Subtenant is responsible under the terms of the Ewing
Lease, Grand Union Lease or Fleming Lease as well as .981 percent of Landlord’s
Operating Expenses, including, but not limited to, electricity, steam, utility
taxes, water (including sewer rentals), casualty and liability repairs and
maintenance, building and cleaning supplies, window cleaning, service
contracts, independent contractors and all other expenses providing that
provided that nothing herein shall obligate Tenant to be responsible for
salaries, wages, medical, surgical, general welfare benefits, and pension
payments of employees of Landlord. However, with respect to “repairs and
maintenance” only, Tenant shall not be responsible for any prorate share of
repairs and maintenance to a portion of the building that has no effect on
Tenant’s Leased Premises.



     Section 4.2 Tenant will pay Base Rent and Additional Rent without any
setoff, deduction or demand whatsoever. Base Rent will be paid in monthly
installments, in advance, on the first



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day of each month during the Term in the amount set forth in this Sublease
Agreement.




     Section 4.3 Any and all charges and costs which Tenant is required to pay
pursuant to this Sublease, together with all interest and penalties that may
accrue thereon in the event of Tenant’s failure to pay such amounts, and all
damages, costs, and expenses which Landlord may incur by reason of any default
or failure on Tenant’s part to comply with the terms of this Sublease, will be
deemed to be Additional Rent. In the event of non-payment by Tenant of any
Additional Rent, Landlord will have all the rights and remedies with respect
thereto which Landlord has for non-payment of Base Rent.



     Section 4.4 In addition to any other remedies provided for herein, in the
event of any installment of Base Rent or payment of Additional Rent remains
unpaid for more than seven (7) calendar days after receipt of written notice
thereof, then a late charge of four percent (4%) of the amount(s) so overdue
may be charged by Landlord for each month or part thereof that the same remains
overdue. This charge will be deemed compensation to Landlord for the
inconvenience and expense of policing and processing the late payment(s) and
will be in addition to and not in lieu of any other remedy the Landlord may
have under the circumstances and in addition to any reasonable fees and charges
of any agents or attorney Landlord may employ in the event of any default
hereunder, whether authorized herein or by law.



ARTICLE 5 COMPLIANCE WITH LAWS.



     Section 5.1 Tenant will, at its expense, promptly observe and comply or
cause compliance with all laws and ordinances, orders, rules, regulations, and
requirements of all federal, state, county or municipal governments and
appropriate departments, agencies, commissions, boards and offices thereof, and
the board of fire underwriters and/or any other body exercising similar
functions and all insurance companies writing policies covering the building
and/or Leased Premises, or any part thereof, foreseen or unforeseen, ordinary
as well as extraordinary, which relate or pertain to Tenant’s use and occupancy
of the Leased Premises, including the conduct of Tenant’s business therein,
whether or not the same: a) involve any change of governmental policy; b) are
now in force or hereafter passed, enacted or directed, or c) require
extraordinary repairs, alterations, equipment or additions of any work (or
changes of such work) or



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any other requirements incidental thereto, of any kind which may be applicable
to, or in or about, the Leased Premises including, without limitation, the
fixtures, equipment thereof, or the purposes to which the Leased Premises are
put, or manner or use of the Leased Premises at the commencement or during the
term of this Sublease. Tenant’s obligations as set forth in this paragraph
will include, but not be limited to, compliance with any and all laws, orders,
rules, regulations and requirements relating to life safety and environmental
control, conservation or protection, including, without limitation, the
Occupational Safety and Health Act (OSHA), the Spill Compensation and Control
Act, and the Industrial Site Recovery Act (ISRA) with respect to the use of and
operation of the Leased Premises. In the event of Tenant’s failure to comply
with the conditions of this paragraph, Landlord may, but will not be required
to, perform any of the Tenant’s obligations as stated herein. It is
specifically understood that Tenant will defend, indemnify and hold harmless
Landlord, its agents, successors and assigns from and against, and be
responsible for, payment of any and all costs, expenses, claims, fines,
penalties, and damages that may in any manner arise out of or be imposed
because of the failure of Tenant to comply with the provisions of this
paragraph, including expenses incurred by Landlord in the exercise of its
rights pursuant to this paragraph, and all of the foregoing shall be deemed
Additional Rent.




ARTICLE 6 EVENTS OF DEFAULT; REMEDIES.



     Section 6.1 It will be a default hereunder if, at any time after the date
hereof, any of the following events (hereinafter called “Events of Default”)
occurs:



     (a) Tenant fails to pay any installment of Base Rent or Operating
Expenses, or any part thereof, when same is due and payable and such failure
continues for seven (7) days after receipt of written notice thereof;



     (b) Tenant fails to pay any item of Additional Rent or any other charges
required to be paid by Tenant hereunder and such failure continues for ten (10)
days after receipt of written notice thereof from Landlord to Tenant; or



     (c) Tenant fails to perform any of the requirements of this Sublease
(other than the payment of money) on the part of Tenant to be performed or
observed and such failure continues for



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thirty (30) days after receipt of written notice thereof from Landlord to
Tenant; or




     (d) Tenant allows the Leased Premises to become vacant, deserted, or
abandoned for a period of forty-five (45) days (the fact that any Tenant
property remains in the Leased Premises shall not be evidence that Tenant has
not vacated or abandoned the Leased Premises) or if Tenant fails to keep the
Leased Premises occupied to the extent necessary to maintain fire insurance
coverage; or



     (e) Tenant assigns, mortgages or encumbers this Sublease, Tenant’s Leased
Premises or any part thereof, other than as expressly permitted hereunder; or



     (f) Tenant makes an assignment for the benefit of its creditors; or



     (g) Any petitions filed by or against Tenant in any court, whether or not
pursuant to any statute of the United States or any state in any bankruptcy,
reorganization, extension, arrangement or any insolvency proceeding and, with
regard any petition filed against Tenant, the same is not dismissed within
forty-five (45) days, provided that during such period, Tenant continues to pay
all Base Rent and all Additional Rent in performance of all of its obligations
under this Sublease; or



     (h) A receiver or trustee is appointed for all or any substantial portion
of Tenant’s property and, with regard to a proceeding brought against Tenant,
the same is not dismissed in forty-five (45) days, provided that during such
period Tenant continues to pay all Base Rent and all Additional Rent in
performance of all of its obligations under this Sublease; or



     (i) If a petition or proceeding is filed or commenced by against Tenant
for its dissolution or liquidation, other than in connection with any merger
permitted hereunder, or if Tenant’s property is taken by any governmental
authority in connection with a dissolution or liquidation and, with regard to a
petition filed or commenced against Tenant, the same is not dismissed within
forty-five (45) days, provided that during such time Tenant continues to pay
all Base Rent and all Additional Rent and performs all of its obligations under
this Sublease; or



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     (j) If a levy under judgment against Tenant is not satisfied or bonded
within thirty (30) days.



     Section 6.2 Upon occurrence of any one or more of the aforementioned
Events of Default and the expiration of the period of time for curing the same,
if any, Landlord may give Tenant a notice (hereinafter called “Notice of
Termination”) of its intention to end the term of this Sublease at the
expiration of five (5) days from date of service of such Notice of Termination.
At the expiration of five (5) days, the term hereof, as well as all of the
right, title and interest of Tenant hereunder, will wholly cease and expire in
the same manner and with the same force and effect as if the date of expiration
of such five (5) day period were the date originally specifically herein for
expiration of the term, and Tenant will then quit and surrender the Leased
Premises to Landlord, but Tenant will be liable to Landlord as hereinafter
provided. Notwithstanding the foregoing provision of this paragraph, Landlord
will not be required to give any Notice of Default and no cure period shall be
applicable for the failure of Tenant to observe or perform any of its
agreements or obligations hereunder if, within any one hundred eighty (180) day
period, Tenant has committed two or more defaults hereunder and Landlord has
transmitted to Tenant two or more Default Notices.



     Section 6.3 If this Sublease is terminated as provided hereinabove,
Landlord or Landlord’s agent and servants may, at any time thereafter, re-enter
the Leased Premises and remove Tenant, its agents, employees, servants,
licensees, permittees and any sub-tenants or assignees, and all of its or their
property, either by summary dispossess proceeding or by any suitable action or
proceeding at law, without being liable to indictment charges of any nature,
and recover and enjoy the Leased Premises together with all additions,
alterations, and improvements thereto.



     Section 6.4 If default occurs during the original Term, then all Rent and
Additional Rent shall be paid monthly for the remainder of the Term, and the
Leased Premises shall be restored at Tenant’s sole expense within seventy-five
(75) days after default.



     Section 6.5 If default occurs during any Option Period, then all Rent and
Additional Rent shall be paid monthly for the twelve (12) months following such
date of default, and the



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Leased Premises shall be restored at Tenant’s sole expense within seventy-five
(75) days after default.




     Section 6.7 In case of any such termination by summary proceeding or
otherwise, Tenant agrees that:



     (a) The Base Rent and all Additional Rent required to be paid by Tenant
hereunder will thereupon become due and be paid up to the time of such
termination or dispossess. Tenant will also pay to Landlord, as Additional
Rent, all of Landlord’s reasonable expenses for attorneys’ fees, brokerage
commissions, all costs paid or incurred by Landlord for retaking and
repossessing the Leased Premises (including the removal of personal and
property therefrom), restoring the Leased Premises to good order and condition,
altering and otherwise preparing the same for reletting (without regard to
whether such alterations may be characterized as capital improvements), the
unamortized portion of any rental concessions, Tenant fit-out or abatement
(treated as if amortized over the initial Term hereof) and for all other
reasonable costs and expenses incurred in securing a new tenant or tenants (all
of the foregoing collectively referred to as the “Early Termination Damages”).



     (b) Landlord may, at any time and from time to time, relet the Leased
Premises, in whole or in part, in its own name, for a term or terms which, at
Landlord’s option, may be for the remainder of the then current Term of this
Sublease, or for any longer or shorter period. Landlord undertakes to use
reasonable efforts to relet the Leased Premises so as to mitigate damages but
will not be required to prefer such reletting to any letting of other vacant
space in the Building.



     (c) Tenant will be obligated and agrees to pay to Landlord, upon demand,
and Landlord will be entitled to recover from Tenant, the Early Termination
Damages plus damages in an amount equal to the excess, if any, of (i) all Base
Rent and all Additional Rent as would have been required to be paid by Tenant
under this Sublease for each calendar month had this Sublease and the Term not
been so terminated, over (ii) the rents, if any, collected by Landlord in
respect of such calendar month pursuant to any reletting. In no event will
Tenant be entitled to receive any excess of such rents over the sums payable by
Tenant to Landlord hereunder. Said damages will be payable by Tenant to
Landlord in monthly installments in the same manner as Base Rent hereunder, and
no suit or action brought to collect



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the amount of the deficiency for any month will in any way prejudice Landlord’s
right to collect the deficiency for any subsequent month by a similar
proceeding.




     (d) Suit or suits for the recovery of any and all such damages, or for
any installments thereof, may be brought by Landlord from time to time at its
election, and nothing herein contained will be deemed to require Landlord to
postpone suit until the date the Term would have expired had the Lease not been
terminated as provided herein or under any provision of law or had landlord not
re-entered into or upon the Leased Premises.



     (e) If any statute or rule of law governing Landlord’s claim for damages
will limit the amount of such claim capable of being so proved and allowed,
Landlord will be entitled to prove as and for liquidated damages and have
allowed an amount equal to the maximum allowed by or under any such statute or
rule of law.



SECTION 7. CUMULATIVE REMEDIES; WAIVER



     Section 7.1 Every term, condition, agreement or provision contained in
this Sublease will also be deemed to be a covenant.



     Section 7.2 In addition to the other remedies provided in this Sublease,
Landlord will be entitled to the restraint by injunction of any violation or
attempted to threatened violation of any of the terms or covenants of this
Sublease. Landlord’s remedies under the terms of this Sublease are cumulative
and are not intended to be exclusive of any other remedies to which Landlord
may be lawfully entitled, at law or in equity, in case of any breach by Tenant
of any provision of this Sublease.



     Section 7.3 The failure of the Landlord to insist in any one or more
cases upon the strict performance of any of the terms of covenants of this
Sublease, or to exercise any option herein contained, will not be construed as
a waiver or a relinquishment for the future of any such term or covenant. No
waiver by Landlord of any term or covenant of this Sublease will be deemed to
have been made unless made in a writing signed by Landlord.



     Section 7.4 Neither the payment by Tenant nor acceptance by Landlord of
rent or any other payment, nor the acceptance by Landlord of performance of
anything required by this Sublease to be performed, with the knowledge of the
breach of any term or covenant of this Sublease, will be deemed a waiver of
such



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breach or of any of Landlord’s rights hereunder. Landlord’s acceptance of rent
or any other payment in a lesser amount than is due (regardless of any
endorsement on any check, or any statement in any letter accompanying any such
rent or payment) will not operate or be construed either as an accord and
satisfaction or in any manner other than as payment on account of the earliest
rent or other sums then unpaid.




     Section 7.5 Tenant and Landlord waive all right to trial by jury in any
proceeding instituted with respect to this Sublease.



ARTICLE 8. SURRENDER OF PREMISES.



     Section 8.1 Tenant will, upon the expiration or earlier termination of
this Sublease, quit and surrender the Leased Premises to Landlord, together
with all Tenant Improvements and other alterations (unless Landlord elects
otherwise as hereinafter provided) and replacements thereof then on the Leased
Premises, in good order, condition and repair, except for reasonable wear and
tear. Prior to the expiration or earlier termination of this Sublease, the
Tenant will remove all of its property, equipment and trade fixtures from the
Leased Premises without damage, leaving the Leased Premises in broom-clean
condition. All property not removed by Tenant will be deemed abandoned by
Tenant and Landlord reserves the right to charge the cost of removal, storage
and/or disposal of same to Tenant.



     Section 8.2 If the Leased Premises is not surrendered at the end of the
Term, including a failure to surrender by virtue of failure to comply with ISRA
as referred to hereinabove, or if the Leased Premises is damaged or is not in
broom-clean condition upon surrender, Tenant will indemnify Landlord against
any loss or liability resulting, including, without limitation and in addition
to any other remedy or claim of Landlord’s, any claims made or damages
sustained by any succeeding tenant founded on the delay, condition and/or
damage.



     Section 8.3 Tenant’s obligations under this Article 8 will survive the
expiration or earlier termination of this Sublease and surrender of the Leased
Premises.



ARTICLE 9. ASSIGNMENT OR SUBLETTING.



     Section 9.1 Tenant will neither assign this Sublease, sublet the Leased
Premises or any part thereof, nor encumber its



9









 




interest in this Sublease unless it receives the written consent of the
Landlord which shall not be unreasonably withheld.




     Section 9.2 Tenant, without Landlord’s consent, may sublet or assign its
interest in this Sublease to any affiliate or subsidiary corporation of Tenant
or to any corporation resulting from a merger or consolidation with Tenant or
to any person or entity which acquires all of the assets of Tenant’s business
as a going concern without violating this provision, provided, however, that
Tenant remains liable under the terms of this Sublease.



ARTICLE 10. MAINTENANCE AND REPAIRS; COVENANT AGAINST WASTE; RIGHT OF INSPECTION.



     Section 10.1 Tenant will, at its sole cost and expense, maintain the
Leased Premises and all of its fixtures, systems, equipment and improvements,
in clean, safe, orderly and sanitary condition free of accumulation of dirt and
rubbish. Tenant will not permit or suffer any overloading of the floors of the
Leased Premises and will not do or suffer any waste or injury with respect
thereto. In case of any destruction or damage of any kind whatsoever to the
Leased Premises, or any part thereof or system therein, including, without
limitation, any glass and the Tenant Improvements in or at the Leased Premises,
Tenant shall repair said damage or destruction as speedily as possible at
Tenant’s own cost and expense, provided, however, that if any such damage or
destruction results solely from the act, fault or negligence of Landlord, or
anyone acting under Landlord, when making replacements pursuant to this
Sublease Agreement, then it will be the responsibility of Landlord to make the
repairs at its expense. Tenant will also be responsible, at its own cost and
expense, to (i) repair HVAC, electrical or plumbing system(s), if any, (“Tenant
System”) which service only the Leased Premises, and (ii) maintain throughout
the Term an HVAC maintenance contract and, if required by Landlord, a
maintenance contract on any other Tenant System(s), covering any such Tenant
System(s). When used in this Article, the term “repair(s)” includes
replacement(s), restoration(s), addition(s), improvement(s), alteration(s)
and/or renewal(s) when necessary. Prior to making any repairs, Tenant will
notify Landlord of the nature of the damage or destruction and contractors
Tenant intends to employ to effect the repairs. The provisions and conditions
of Article 12 applicable to changes or alterations (including the condition
that Landlord may require that the



10









 




repairs be performed by its agents, servants, employees or contractors) will
similarly apply to repairs required to be done by Tenant under this Article.
to the extent that there are any warranties or guaranties applicable to the
Leased Premises, including the fixtures, equipment and systems therein, which
could be applicable to the obligations of Tenant under this Article, Landlord
will assign said warranties or guaranties to Tenant.




ARTICLE 11. MECHANIC’S LIENS.



     Section 11.1 Tenant will not suffer or permit any Mechanics Notice of
Intention or Mechanic’s Lien (“Lien”) against the Leased Premises and/or
Property or any part thereof, by reason of any work, labor, services or
materials done or supplied, or claimed to have been done or supplied, for or to
Tenant or any contractor or subcontractor employed by Tenant or anyone holding
the Leased Premises or any part thereof through or under Tenant (“Lien”). If
at any time a Lien is filed against the Leased Premises and/or Property, Tenant
will cause the same to be discharged of record or bonded within thirty (30)
days after notice to Tenant of the filing of same. If Tenant fails to
discharge or bond any such Lien within such period, then, in addition to any
other right or remedy of Landlord, Landlord may elect, but shall not be
obligated, either to procure the discharge of the Lien by bonding or by payment
or deposit into court of the amount claimed to be due, or to compel the
prosecution of an action for the foreclosure of such Lien by the lienor and to
pay the amount of the judgment, if any, in favor of the lienor within interest,
costs and allowances. Any amounts paid or deposited by Landlord for any of the
aforesaid purposes, and all legal and other expenses and disbursements of
Landlord, including reasonable counsel fees, in defending any action or in or
about procuring the discharge of such Lien, together with interest thereon at
the rate which is the Prime Rate as published in the Wall Street Journal, from
time to time, plus five percent (5%), from the date of payment or deposit, will
become due and payable forthwith by Tenant to Landlord, as Additional Rent.



ARTICLE 12. ALTERATIONS.



11









 





     Section 12.1 Tenant will not make, cause or permit any alterations,
additions, improvements (“alterations”) in or to the Leased Premises without in
each instance obtaining Landlord’s prior written consent thereto. By way of
illustration but not limitation, Landlord will be entitled to withhold its
consent if the proposed alterations (i) impair or affect the structural
soundness or integrity of the Leased Premises, Building, or any of the systems
or equipment therein, (ii) lessen the present or future value of the Demised
Premises or Building, (iii) change the type of use of the Leased Premises; or
(iv) increase the risk of damage or injury to the Leased Premises, the Building
or the occupants of the Building. any such consent by Landlord may be upon
condition that the work be performed by Landlord’s agents, servants, employees
or contractors and that Tenant furnish to Landlord such evidence of Tenant’s
financial ability to assure payment and/or completion as Landlord may
reasonably require. If Landlord so elects and notifies Tenant at the time of
Tenant’s request to make such alterations, Tenant will, at its sole cost and
expense, remove any alterations (structural or non-structural) at the
expiration or other termination of this Sublease, repair all damage caused by
such removal and restore the Leased Premises to the condition in which they
were prior to the installation of any such alterations. Nothing herein
contained will be construed to restrict Tenant’s right to install or to make
any changes in Tenant’s own movable trade fixtures or to qualify Landlord’s
obligation to make structural replacements as provided in this Sublease. The
provisions of this Article are subject to the terms and conditions of any
mortgage to which this Sublease is subordinate, and if the consent of any such
mortgagee is required for such work, such consent will be obtained by Tenant
before any such work is commenced. In that regard, Landlord agrees to
reasonably cooperate with Tenant in obtaining the consent of such mortgagee.



     Plans and specification for any proposed alterations will be submitted to
Landlord for approval upon the request for its consent together with a
reputable contractor’s (which may include a contractor in Tenant’s employ)
estimate of the cost thereof. Upon completion of the alterations, Landlord is
to receive one print and one reproducible copy of the “as-built” construction
plans.



     Section 12.2 In making any alteration contemplated by this Article, or
any repair or restoration contemplated by other



12









 




items and conditions of this Sublease, the parties will comply with all
applicable laws, regulations, ordinances and orders and procure all requisite
permits, all at Tenant’s expense. Copies of all such approvals, authorizations
and permits will be delivered to and retained by Landlord. Each party will, on
written request from the other, execute any documents necessary to be signed on
its part in order to obtain any such permit. All alterations made hereunder
will be performed in a first-class, good and workmanlike manner using new
materials at least equivalent in quality to those used in the construction of
the Building.




     Section 12.3 Tenant will maintain, or cause Tenant’s contractors to
maintain, worker’s compensation and comprehensive general liability insurance
and property damage insurance, all in amounts, and with companies and on forms
reasonably satisfactory to Landlord and on an occurrence basis. Such insurance
will be in effect at all times during any period of such contractor’s entry
upon the Leased Premises and certificates of insurance will be delivered to
Landlord prior to any such entry by Tenant or Tenant’s contractors. If
required by Landlord, such insurance will name Landlord as additional
insured(s), and in all cases will be primary insurance not contributing with
other insurance Landlord or its contractors and/or construction manager may
carry. Landlord will not in any way be liable for any injury, loss, theft or
damage which may occur to any supplies or equipment of, or any decorations or
installations made by, Tenant or Tenant’s contractors, the same being at the
sole risk of Tenant and Tenant’s contractors.



     ARTICLE 13. INSURANCE.



     Section 13.1 During the term of this Sublease, Tenant will, at its own
cost and expense, provide and keep in force the following insurance:



     (a) Comprehensive general liability insurance written on an occurrence
basis, naming Landlord as additional insured, against claims for bodily injury,
death or property damage occurring in or about the Leased Premises, the Demised
Premises and the Common Facilities (including, without limitation, bodily
injury, death or property damage resulting directly or indirectly from or in
connection with any alteration, improvement or repair thereof made by and on
behalf on the Tenant) with limits on an occurrence basis of not less than
$1,000,000.00/$2,000,000.00



13









 




for bodily injury or death and $500,000.00 for property damage or $5,000,000.00
combined single. Tenant’s coverage must include (i) premises/operations, (ii)
excess owner’s, contractor’s protective, and (iii) blanket contractual
liability.




     (b) Workman’s Compensation in statutory amounts and employer’s liability
of at least $100,000.00.



     (c) Insurance covering its contents and all Tenant Improvements from loss
or damage from fire or casualty and, as to Tenant Improvements, such coverage
shall be written on an all-risk special form commercial property insurance (or
its equivalent) and shall include a replacement cost valuation, and shall name
Landlord as loss payee and mortgagee as their interests may appear.



     (d) Such other insurance as Landlord or any mortgagee may reasonably
require from time to time.



     Section 13.2 All policies will be obtained by Tenant and copies of same,
or at Landlord’s option, certificates evidencing coverage will be delivered to
Landlord at or before the Commencement Date. All insurance will be written by
companies satisfactory to the Landlord and Mortgagee and authorized to do
business in the State of New Jersey. All policies will be for periods that are
consistent with the term of this Lease and shall contain a provision whereby
the same cannot be canceled or materially altered unless Landlord is given at
least thirty (30) days prior written notice of such cancellation. All policies
of insurance to be obtained which relate or pertain to the Leased Premises, the
Building, the Common Facilities or any of the Tenant’s contents, Tenant’s
improvements, fixtures and property, must include a waiver by the insurer of
all rights of subrogation.



ARTICLE 14. QUIET ENJOYMENT.



     Section 14.1 Landlord covenants that so long as Tenant pays the rents and
performs the covenants and conditions in this Sublease, Tenant may peacefully
hold and enjoy the Leased Premises during the Term subject, however, to the
terms of this Sublease.




14










 





ARTICLE 15. DAMAGE OR DESTRUCTION.



     Section 15.1 In case of any damage to or destruction of the Leased
Premises, or any part thereof, Tenant will promptly give written notice thereof
to Landlord.



     Section 15.2 If the Building or the Leased Premises is partially or
totally damaged or destroyed by fire or other cause, then, whether or not the
damage or destruction resulted from the fault or neglect of Tenant (and if this
Sublease has not been terminated as hereinafter provided in this Article),
Landlord will repair the damage and restore and rebuild the Building and/or
Leased Premises (which for purposes of this Article shall not include any
Tenant Improvements).



     Section 15.3 If the Building or the Leased Premises is partially damaged
or partially destroyed by fire or other cause, the rents payable hereunder will
be abated to the extent that the Leased Premises has been rendered unusable to
Tenant in the conduct of its business and for the period from the date of such
damage or destruction to the date the damage was repaired or restored. If the
Leased Premises or a major part thereof has been totally (which shall be deemed
to include substantially) damaged or destroyed or rendered completely unusable
to Tenant in the conduct of its business on account of fire or other cause, the
rents shall completely abate as of the date of the damage or destruction and
until Landlord repairs, restores and rebuilds the Leased Premises provided,
however, that if Tenant reoccupies a portion of the Leased Premises for the
conduct of Tenant’s business during the time that the restoration work is
taking place and prior to the date that the same are made completely
tenantable, rents allocable to such portion will be payable by Tenant from the
date of such occupancy.



     Section 15.4 In case of any damage or destruction mentioned in this
Article, Landlord may terminate this Sublease, by notice to the Tenant, if the
Leased Premises and/or Building are not reasonably capable of restoration
within ninety (90) days. Within thirty (30) days after such fire or casualty,
Landlord will advise Tenant in writing as to whether or not it can restore the
Premises within the ninety (90) day period referred to above, and whether or
not it elects to terminate this Sublease as provided in this Section. If
Landlord elects not to terminate the Sublease, then Landlord will have one
hundred
eighty (180) days from receipt of Tenant’s notice of such



15









 




damages to restore the Leased Premises. In the event Landlord is not able to
restore the Leased Premises within 180 days, then Tenant shall have the option
to terminate this Sublease by providing written notice of termination to
Landlord.




     Section 15.5 Provided that Landlord diligently prosecutes such repair and
restoration, Landlord will have no liability if the term for repair or
restoration extends beyond the two hundred ten (210) day period. During any
period of restoration, Tenant will be responsible for the security of its
goods, fixtures and equipment and will be responsible at its costs and expense
to remove same from the damaged Leased Premises pending restoration if
necessary, it being understood and agreed that Landlord will have no
responsibility or liability with respect thereto if the same remain in the
damaged area.



     Section 15.6 Notwithstanding anything to the contrary contained herein,
Landlord’s obligation to repair will not extend to the Tenant Improvements
unless Tenant makes available to Landlord the funds to pay for the cost of such
repairs and Landlord’s repairs will not exceed the scope of the work required
to be done at the outset of this Sublease as set forth in Exhibit E and any
additional improvements made by the Tenant consistent with the terms of this
Lease. Furthermore, should the damage or destruction occur during the last
year of the Term, then notwithstanding any contrary provision contained herein,
Landlord will have the option of not repairing the Leased Premises. Landlord
must give Tenant notice of its election not to repair within thirty (30) days
of receipt of Tenant’s notice of the damage or destruction or such option will
be deemed terminated.



     Section 15.7 No damages, compensation or claim will be payable by
Landlord for inconvenience, loss of business or otherwise arising from any
repair or restoration of any portion of the Leased Premises or of the Building
pursuant to this Article. Landlord will use reasonable and diligent efforts to
effect such repair or restoration promptly and in such manner as not to
unreasonably interfere with Tenant’s use and occupancy.



     Section 15.8 Notwithstanding anything to the contrary contained herein,
Landlord’s obligations to repair the damage and restore and rebuild the
Building and/or the Leased Premises pursuant to this Article will be contingent
upon its obtaining



16









 




all necessary approvals from the applicable governmental authorities.




ARTICLE 16. EMINENT DOMAIN.



     Section 16.1 The Tenant agrees that, in the event of taking of the
premises by eminent domain, it will make no claim for the value of the
unexpired term of this lease, except to the extent as may be necessary to
recover the reasonable value of its leasehold improvements and trade fixtures.
ARTICLE 17. INDEMNIFICATION.



     Section 17.1 Tenant covenants and agrees, at its sole cost and expense
and in addition to any other right or remedy of Landlord hereunder, to
indemnify and save harmless Landlord from and against any and all loss, costs,
expense and liability from claims by any third party(ies) (but excluding any
liability arising solely out of the negligence of Landlord or its agents,
employees or contractors), including, without limitation, reasonable attorneys’
fees and court costs, arising from or in connection with (a) Tenant’s use,
occupancy, operation and control of the Leased Premises or Common Facilities,
(b) the conduct or management of any work, or any act or omission whatsoever,
done in or on the Leased Premises by or under the direction or at the request
of Tenant, (c) any breach or default on the part of Tenant in the payment of
any rent or performance of any covenant or agreement on the part of Tenant to
be performed pursuant to the terms of this Sublease, or (d) any act or
negligence of Tenant or any of its agents, contractors, servants, employees,
licensees or invitees.



     Section 17.2 In the event that any action or proceeding is brought
against Landlord by reason of any claims covered by the foregoing indemnity,
Tenant will, upon notice from Landlord, resist or defend such action or
proceeding. Landlord will not defend such action or proceeding so long as
Tenant is diligently doing so. Landlord will give prompt notice to Tenant of
any action or proceeding brought against Landlord by reason of any claims
covered by the foregoing indemnity together with copies of any documents served
on Landlord in connection therewith, and Landlord will not settle any claim
without Tenant’s written consent.



ARTICLE 18. SELF-HELP.



17









 





     Section 18.1 Tenant covenants and agrees that if it, at any time, fails
to make any payments or perform any act which it is obligated to make or
perform under this Sublease, then Landlord may, but will not be obligated to,
after Tenant’s time to make any such payment or perform any such act as
provided in this Sublease has expired and any required notice has been given,
and without waiving or releasing Tenant from any of its obligations under this
Sublease, make any such payment or perform any such act in such manner and to
such extent as is necessary and consistent with Tenant’s obligations hereunder.
In exercising any such rights, Landlord may pay or incur costs and expenses,
including, without limitation, reasonably attorneys’ fees. Notwithstanding the
foregoing, Landlord may make any such payment or perform any such act before
Tenant’s time to do so (as provided in Article 6) has expired only if payment
or performance of the same is necessary or required prior to the expiration of
the applicable grace period for the preservation or protection of the Building
and/or Leased Premises.



     Section 18.2 Provided Landlord has given notice to Tenant and Tenant has
failed to pay all sums within thirty (30) days of such notice, then all sums so
paid or incurred in connection with the performance of any such act by
Landlord, together with interest thereon from the date that the Landlord made
such expenditure at the rate which Yardville National Bank announces as its
so-called “base rate,” from time to time for the first month after the making
of such expenditure will be deemed Additional Rent hereunder and, except as
otherwise in this Sublease expressly provided, will be payable to Landlord on
demand or, at the option of Landlord, may be added to any rent then due or
thereafter becoming due under this Sublease.



ARTICLE 19. ESTOPPEL CERTIFICATE.



     Section 19.1 Each party agrees that, at any time and from time to time,
within ten (10) days of the receipt of written request by the other, it will
execute, acknowledge and deliver a statement in writing certifying (i) that
this Sublease 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, (ii) the dates to which the Base Rent and other
charges have been paid and the amount of same, and (iii) to the best of
knowledge of the certifying party whether there are any default or rent
abatements or offsets claimed. Notwithstanding the foregoing, it is intended
that any



18









 




such statement delivered pursuant to this Article may be relied upon by any
prospective Purchaser of the fee or mortgagee or assignee of any mortgage of
the Landlord’s interest in the Building and/or Leased Premises and the
statement will contain such other information as is requested, and be in the
form required by such Purchaser, mortgagee or assignee.




ARTICLE 20. SUBORDINATION AND NON-DISTURBANCE.



     Section 20.1 This Sublease is and will at all times be subject and
subordinate to (i) the lien of any mortgage on or affecting the Building or any
part thereof, at the date hereof, and (ii) the Ewing Lease, Grand Union and/or
Fleming Lease. The provisions of this subordination shall be automatic and no
further instrument of subordination will be necessary, but in confirmation of
this subordination Tenant will, at Landlord’s request, execute and deliver such
further instruments as may be required by the holder(s) of said mortgage(s),
Ewing Lease, Grand Union and/or Fleming Lease. Where there is a conflict
between the obligations of the Landlord to Tenant and Landlord’s obligations
under the Ewing Lease, Grand Union and/or Fleming Lease, then Landlord’s
obligation under the Ewing Lease, Grand Union and/or Fleming Lease shall
prevail and pass through to Tenant in accordance with this Sublease Agreement.



     Section 20.2 If any Mortgagee or any other person claiming by or through
any Mortgagee, or by or through any foreclosure proceeding or sale in lieu of
foreclosure, succeeds to the rights of Landlord under this Sublease, Tenant
will, at the request of such successor or at Landlord’s request, attorn to and
recognize such successor as the landlord of Tenant under this Sublease, and
Tenant will promptly execute, acknowledge and deliver at any time any
instruments required by such person to evidence such attornment and/or confirm
Tenant’s agreements to attorn. Upon such attornment, this Sublease will
continue as a direct lease from such successor landlord to Tenant, upon and
subject to all of the provisions of this Sublease for the remainder of the
Term, except that the successor landlord will not be:



     (a) liable for any previous act or omission of Landlord under this
Sublease;



19









 





     (b) subject to any offset not expressly provided for in this Sublease
which has theretofore accrued to Tenant against Landlord;



     (c) bound by (i) any modification of this lease after the date of such
mortgage, or (ii) any prepayment of more than one (1) months’ Base Rent or
Additional Rent, unless same has been expressly approved in writing by the
holder of such mortgage through or by reason of which the successor landlord
shall have succeeded to the rights of Landlord under this Sublease.



     (d) bound by any security deposit which Tenant may have paid to any prior
landlord, unless such deposit is in an escrow fund available to Mortgagee, or
actually received by Mortgagee;



     (e) bound by any provision in the Lease which obligates the landlord to
erect or complete any building or to perform any construction work or to make
any improvements to the Premises or to expand or rehabilitate any existing
improvements or to restore any improvements following any casualty or taking;



     (f) bound by any notice of termination given by Landlord to Tenant without
Mortgagee’s written consent thereto; or



     (g) personally liable under the Lease and Mortgagee’s liability under the
Lease shall be limited to the ownership interest of Lender in the Premises.
Tenant will further agree with Mortgagee that Tenant will not voluntarily
subordinate the Lease to any lien or encumbrance without Mortgagee’s prior
written consent.



     Notwithstanding anything to the contrary contained herein, this Sublease
shall be contingent upon Landlord’s obtaining for Tenant’s benefit a
recognition agreement satisfactory to Tenant from all Mortgagees having a lien
on or affecting the Building or any part thereof at the date hereof and all
parties having a prior interest in the Building, Common Facilities and/or
Leased Premises prior to execution of this document.



ARTICLE 21. NOTICES.



20









 





     Section 21.1 Except as expressly provided in this Sublease to the
contrary, all notices, demands and requests (other than invoices for Base Rent
or Additional Rent) which are required to be given by either party to the other
will be in writing and will be sent by United States first class certified or
registered mail, return receipt requested, and addressed to (i) Landlord at the
address set forth in the agreement with a copy to Leo R. Zamparelli, Esquire,
1719 Brunswick Pike, Lawrenceville, New Jersey 08648, or (ii) to Tenant at the
address set forth in the agreement with a copy to Daniel J. O’Donnell, Esquire,
c/o Destribats, Campbell, DeSantis, Magee & O’Donnell, 247 White Horse Avenue,
Trenton, New Jersey 08610. Notices for late payments may be send by way of
regular mail and/or facsimile transmittal.



     Section 21.2 Notice is deemed to be given upon receipt, provided,
however, that in the event a party refused to accept delivery of said certified
mail, the notice will nevertheless be deemed to be given upon the date of
refusal to accept delivery.



ARTICLE 22. BROKER.



     Section 22.1 Landlord and Tenant represent to each other that they dealt
with no broker in connection with this Sublease.



     Section 22.2 Tenant agrees that if any claim should be made for
commissions by any broker by reason of any act of Tenant or its
representatives, Tenant will hold Landlord free and harmless from any and all
loss, liabilities, and expenses in connection therewith. Landlord will give
prompt notice to Tenant after any such claim is made by any broker. Tenant
will have the right to defend such claim and Landlord will not pay or settle
such claim as long as Tenant is defending same.



     Section 22.3 Landlord agrees that if any claims should be made for
commissions by any broker by reason of any act of Landlord or its
representatives, Landlord will hold Tenant free and harmless from any and all
loss, liabilities and expenses in connection therewith. Tenant will give
prompt notice to Landlord after any such claim is made by any such broker.
Landlord will have the right to defend such claim and Tenant will not pay or
settle such claim as long as Landlord is defending same.



ARTICLE 23. SIGNS.



21









 





     Section 23.1 Tenant will not place any signs on the land, or the exterior
or interior of the Building, or in any window whereby such sign would be
visible from the outside of the Building, except as agreed to in writing by
Landlord. Tenant will obtain, at its sole cost and expense, any and all
permits, licenses or approvals which may be necessary in connection with its
sign or signs.



     Section 23.2 Any and all signs are to be approved by Landlord, whose
approval shall not be unreasonably withheld.



ARTICLE 24. HOLDOVER.



     Section 24.1 If Tenant continues in the occupancy of the Leased Premises
after the expiration of the Term, Tenant’s occupancy will be deemed a
month-to-month tenancy subject to the terms of the Sublease and Tenant will pay
the Base Rent in effect upon the expiration of the Term together with the
Additional Rent provided herein or one and one-half (1.5) times such charges if
Landlord has immediate use for such space. The provision of this Article will
not be construed (i) to relieve Tenant from liability to Landlord for damages
resulting from any such holding over, or (ii) as Landlord’s consent for Tenant
to hold over.



ARTICLE 25. LIMITATION OF LIABILITY.



     Section 25.1 Notwithstanding any contrary provision contained in this
Sublease, neither Landlord, nor any of its officers, directors, principal
partners, agents or employees, will be responsible or liable to Tenant:



     (a) for any damage or injury resulting from acts or omissions of persons
occupying or using any other part of the Building or for any injury or damages
resulting from acts or omissions of persons occupying or using any other part
of the Building or for any injury or damage resulting from bursting, stoppage
or leakage of water, sprinkler, gas, sewer or steam pipes; or



     (b) for any consequential damages or lost profits, under any
circumstances whatsoever.



     Notwithstanding the provisions of this Section, if Landlord is in default
with respect to its obligations hereunder and is



22









 




thereby or otherwise determined to be liable to Tenant (whether as a result of
negligence, strict liability, breach of warranty or any other theory or concept
of liability), Landlord will be liable for monetary damages only and as of the
date such cause of action occurs, following a final judgment establishing such
default or liability.




ARTICLE 26. MODIFICATIONS REQUESTED BY MORTGAGEE.



     Section 26.1 Tenant hereby agrees that if any Lender to the Landlord
proposing to make a mortgage on Landlord’s interests in the Building and/or
Leased Premises requires, as a condition to making any loan to be secured by
such mortgage, that Tenant agree to modifications to this Sublease, or that
Tenant supply corporate financial statements and/or other information, then
Tenant agrees that it will enter into an agreement with Landlord making such
modifications as are requested by such Lender and will supply such financial
statements and other information as are requested by such Lender. Under no
circumstances will Tenant be required to agree to any modification which
changes the Leased Premises, increases the Base Rent or any Additional Rent,
abridges or enlarges the Term, or requires the expenditure of funds by Tenant
which Tenant is not obligated to expend pursuant to the existing terms of this
Sublease. Tenant will execute such modification or supply such information
within ten (10) days after Landlord’s request. In the event of Tenant’s
refusal, Landlord will have the right among other remedies, to cancel and
terminate this Sublease. Provided, however, that nothing in this Section 26.1
shall require the Tenant to consent to any modifications that materially
adversely affect the Tenant’s rights under the Sublease.



ARTICLE 27. PARKING.



     Section 27.1 Employees of Tenant will be required to park in designated
areas or spaces. A minimum of three (3) such spaces will be assigned to
Tenant.



ARTICLE 28. RULES AND REGULATIONS.



23









 





     Section 28.1 Tenant, its agents, employees, contractors, licensees, and
invitees, will at all times abide by and observe the Rules and Regulations as
may be promulgated from time to time by Landlord for the operation and
maintenance of the Building and Common Facilities provided, however, that a
copy of the same are sent to Tenant and that the same are in conformity with
common practice and usage in similar buildings and are not inconsistent with
the provisions of this Sublease; as well as any Rules and Regulations
promulgated pursuant to the Ewing Lease, Grand Union Lease or Fleming Lease.
Landlord shall provide to Tenant copies of all Rules and Regulations referred
to in this Article.



ARTICLE 29. REGULATION OF COMMON FACILITIES.



     Section 29.1 The Common Facilities are at all times subject to the
exclusive control and management of Lessor and Landlord. Lessor and Landlord
will have the right to change the areas, locations and arrangements of parking
areas, lobbies, and other Common Facilities (provided that Tenant and its
customers will have reasonable access to the Leased Premises) all of which is
set forth in this Sublease or in the Ewing Lease, Grand Union and/or Fleming
Lease as the case may be.



ARTICLE 30. CAPTIONS.



     Section 30.1 The captions in this Sublease are for convenience and
reference only, in no way define, limit or describe the scope or intent of this
Sublease and are in no way to affect the interpretation or construction of this
Sublease.



ARTICLE 31. APPLICABILITY TO SUCCESSORS AND ASSIGNS.



     Section 31.1 The provisions of this Sublease will be binding upon and
inure to the benefit of Landlord and Tenant, and their respective heirs,
successors, legal representatives, and assigns, but nothing herein will grant
to Tenant the right to assign this Sublease other than pursuant to the
provisions hereof. It is understood that the term “Landlord” as used in this
Sublease means only the owner, a mortgagee in possession, or a term lessee of
the Demised Premises, so that in the event of any assignment by Landlord of the
Lease for the Demised Premises, or if a mortgagee takes possession of the
Building and/or Demised Premises, the Landlord named herein will be and hereby
is entirely freed and relieved of all covenants and



24









 




obligations of Landlord hereunder accruing thereafter, and it will be deemed,
without further agreement, that the Purchaser, the term lessee of the Building
and/or Demised Premises, or the mortgagee in possession has assumed and agreed
to carry out any and all covenants and obligations of Landlord hereunder
accruing from and after the date of transfer, lease or possession, as
applicable.




ARTICLE 32. ENTIRE AGREEMENT; MODIFICATION.



     Section 32.1 This Sublease (i) constitutes the entire and only agreement
between the parties relating to the subject matter hereof, (ii) cancels and
supersedes any prior agreements or discussions between the parties or their
representatives, and (iii) may not be modified except by an instrument in
writing which is signed by both parties.



ARTICLE 33. MISCELLANEOUS.



     Section 33.1 The terms, covenants, conditions, provisions and agreements
of this Sublease are deemed to be severable. If any clause or provision herein
contained is adjudged to be invalid or unenforceable by a court of competent
jurisdiction or by operation of any applicable law or regulation, it will not
affect the validity of any other clause or provision herein, but such other
clause or provisions will remain in full force and effect. In addition,
Landlord may pursue the relief or remedy sought in any invalid clause, by
conforming such clause with the provisions of the statute or regulation as if
the particular provisions of the applicable statute or regulation were set
forth herein at length.



     Section 33.2 This Sublease is not to be strictly construed against either
Landlord or Tenant. No remedy or election given by any provision in this
Sublease is deemed exclusive unless so indicated, but each, whenever possible,
is cumulative with all other remedies in law or at equity.



     Section 33.3 All obligations of Tenant which, by their nature, cannot be
ascertained to have been fully performed until after the end of the Term, will
survive the expiration or sooner termination of this Sublease.



     Section 33.4 With respect to any provision of this Sublease which
provides, or is held to provide, that Landlord may



25









 




withhold or delay any consent or any approval or exercise its judgment or
discretion, Tenant in no event will be entitled to make, and Tenant hereby
waives, any claim for damages, directly or by way of setoff, counterclaim or
defense, based upon any claim or assertion by Tenant that Landlord has
unreasonably withheld or unreasonably delayed any consent or approval or
unreasonably exercised its judgment or discretion.




     Section 33.5 This Sublease is to be interpreted, governed by and enforced
in accordance with the substantive laws of the State of New Jersey.



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EXHIBIT 1




Base Rent Schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dates
	 	Annual Rent
	 	Monthly Rent
	 	Sq. Ft. Charge

	4/01/00 to 3/31/01
	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	4/01/01 to 3/31/02
	 	$	20,000.00	 	 	$	1,666.67	 	 	$	57.80	 
	4/01/02 to 3/31/03
	 	$	20,000.00	 	 	$	1,666.67	 	 	$	57.80	 
	4/01/03 to 3/31/04
	 	$	20,000.00	 	 	$	1,666.67	 	 	$	57.80	 
	4/01/04 to 3/31/05
	 	$	20,000.00	 	 	$	1,666.67	 	 	$	57.80	 
	Option Renewal Term 1
	 	 	 	 	 	 	 	 	 	 	 	 
	4/01/05 to 3/31/06

	 	$	21,000.00	 	 	$	1,750.00	 	 	$	60.69	 
	4/01/06 to 3/31/07

	 	$	21,000.00	 	 	$	1,750.00	 	 	$	60.69	 
	4/01/07 to 3/31/08

	 	$	21,000.00	 	 	$	1,750.00	 	 	$	60.69	 
	4/01/08 to 3/31/09

	 	$	21,000.00	 	 	$	1,750.00	 	 	$	60.69	 
	4/01/09 to 3/31/10

	 	$	21,000.00	 	 	$	1,750.00	 	 	$	60.69	 
	Option Renewal Term 2
	 	 	 	 	 	 	 	 	 	 	 	 
	4/01/10 to 3/31/11
	 	 	 	 	 	 	 	 	 	 	 	 
	4/01/11 to 3/31/12
	 	$	22,050.00	 	 	$	1,837.50	 	 	$	63.73	 
	4/01/12 to 3/31/13
	 	$	22,050.00	 	 	$	1,837.50	 	 	$	63.73	 
	4/01/13 to 3/31/14
	 	$	22,050.00	 	 	$	1,837.50	 	 	$	63.73	 
	4/01/14 to 3/31/15
	 	$	22,050.00	 	 	$	1,837.50	 	 	$	63.73	 
	Option Renewal Term 3
	 	$	22,050.00	 	 	$	1,837.50	 	 	$	63.73	 
	4/01/15 to 3/31/16
	 	 	 	 	 	 	 	 	 	 	 	 
	4/01/16 to 3/31/17

	 	$	23,152.50	 	 	$	1,929.38	 	 	$	66.91	 
	4/01/17 to 3/31/18

	 	$	23,152.500	 	 	$	1,929.38	 	 	$	66.91	 
	4/01/18 to 3/31/19

	 	$	23,152.50	 	 	$	1,929.38	 	 	$	66.91	 
	4/01/19 to 3/31/20

	 	$	23,152.50	 	 	$	1,929.38	 	 	$	66.91	 
	 
	 	$	23,152.50	 	 	$	1,929.38	 	 	$	66.91	 






In addition to the Base Rent, Tenant shall pay Additional Rent as set forth in
the General Terms of Lease.





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