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, executiveand administrative offices and for no other purpose.          Alterations. 3. Tenant shall make no changes in or to the demised premises of anynature without Landlord’s prior written consent subject to the prior written consent of Landlord,and to the provisions of this Article. Tenant at Tenant’s expense, may make alterations,installations, additions or improvements which are non-structural and which do not affect utilityservices or plumbing and electrical lines in or to the interior of the demised premises by usingcontractors or mechanics first approved by Landlord. All fixtures and all paneling, partitions,railings and like installations, installed in the premises at any time, either by Tenant or byLandlord in Tenant’s behalf, shall, upon installation, become the property of Landlord and shallremain upon and be surrendered with the demised premises unless Landlord, by notice to Tenant nolater than twenty days prior to the date fixed as the termination of this lease, elects torelinquish Landlord’s right thereto and to have them removed by Tenant, in which event, the sameshall be removed from the premises by Tenant prior to the expiration of the lease, at Tenant’sexpense. Nothing in this Article shall be construed to give Landlord title to or to preventTenant’s removal of trade fixtures, moveable office furniture and equipment, but upon removal ofany such from the premises or upon removal of other installations as may be required by Landlord,Tenant shall immediately and at its expense, repair and restore the premises to the conditionexisting prior to installation and repair any damage to the demised premises or the building due tosuch removal. All property permitted or required to be removed by Tenant at the
 

 
end of the term remaining in the premises after Tenant’s removal shall be deemed abandoned and may, at the electionof Landlord, either be retained as Landlord’s property or may be removed from the premises byLandlord at Tenant’s expense. Tenant shall, before making any alterations, additions,installations or improvements, at its expense, obtain all permits, approvals and certificatesrequired by any governmental or quasi-governmental bodies and (upon completion) certificates offinal approval thereof and shall deliver promptly duplicates of all such permits, approvals andcertificates to Landlord and Tenant agrees to carry and will cause Tenant’s contractors andsub-contractors to carry such workman’s compensation, general liability, personal and propertydamage insurance as Landlord may require. If any mechanic’s lien is filed against the demisedpremises, or the building of which the same forms a part, for work claimed to have been done for,or materials furnished to, Tenant, whether or not done pursuant to this Article, the same shall bedischarged by Tenant within ten days thereafter, at Tenant’s expense, by filing the bond requiredby law.          Repairs. 4. Landlord shall maintain and repair the public portions of the building,both exterior and interior. Tenant shall, throughout the term of this lease, take good care of thedemised premises and the fixtures and appurtenances therein and at Tenant’s sole cost and expense,make all non-structural repairs thereto as and when needed to preserve them in good working orderand condition, reasonable wear and tear, obsolescence and damage from the elements, fire or othercasualty, excepted. Notwithstanding the foregoing, all damage or injury to the demised premises orto any other part of the building, or to its fixtures, equipment and appurtenances, whetherrequiring structural or non-structural repairs, caused by or resulting from carelessness, omission,neglect or improper conduct of Tenant, Tenant’s servants, employees, invitees or licensees, shallbe repaired promptly by Tenant at its sole cost and expense, to the
 

 
satisfaction of Landlord reasonably exercised. Tenant shall also repair all damage to the building and the demised premisescaused by the moving of Tenant’s fixtures, furniture or equipment. All of the aforesaid repairsshall be of quality or class equal to the original work or construction. If Tenant fails after tendays notice to proceed with due diligence to make repairs required to be made by Tenant, the samemay be made by the Landlord at the expense of Tenant and the expenses thereof incurred by Landlordshall be collectible as additional rent after rendition of a bill or statement therefor. Tenantshall give Landlord prompt notice of any defective condition in any plumbing, heating system orelectrical line located in, servicing or passing through the demised premises and following suchnotice, Landlord shall remedy the condition with due diligence but at the expense of Tenant ifrepairs are necessitated by damage or injury attributable to Tenant, Tenant’s servants, agents,employees, invitees or licensees as aforesaid. Except as specifically provided in Article 9 orelsewhere in this lease, there shall be no allowance to Tenant for a diminution of rental value andno liability on the part of Landlord by reason of inconvenience, annoyance or injury to businessarising from Landlord. Tenant or others making or failing to make any repairs, alterations,additions or improvements in or to any portion of the building in the demised premises or in and tothe fixtures, appurtenances or equipment thereof. The provisions of this Article 4 with respect tothe making of repairs shall not apply in the case of fire or other casualty which are                      withinArticle 9 hereof.          Window Cleaning. 5. Tenant will not clean, nor require, permit, suffer to allow anywindow in the demised premises to be cleaned from the outside in violation of any law or of therules of the Board of Standards and Appeals, or of any other board or body having or assertingjurisdiction.
 

 
          Requirements of Law, Fire Insurance, Floor Loads. 6. Prior to the commencement ofthe lease term, if Tenant is then in possession, and at all times thereafter, Tenant at Tenant’ssole cost and expense, shall promptly comply with all present and future laws, orders andregulations of all state, federal, municipal and local governments, departments, commissions                     boards and any direction of any public officer pursuant to law, and all orders, rules andregulations of the Board of Fire Underwriters or any similar body which shall impose any violation,order or duty upon Landlord or Tenant with respect to the demised premises whether or not arisingout of Tenant’s use or manner of use of the premises or the building (including the use permittedunder the lease). Nothing herein shall require Tenant to make structural repairs or alterationsunless 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 respectthereto. Tenant may, after securing Landlord to Landlord’s satisfaction against all damages,interest, penalties and expenses, including, but not limited to, reasonable attorneys’ fees, bycash deposit or by surety bond in an amount and in a company satisfactory to Landlord, contest andappeal any such laws, ordinances, orders, rules, regulations or requirements provided same is donewith all reasonable promptness and provided such appeal shall not subject Landlord to prosecutionfor a criminal offense or constitute default under any lease or mortgage under which Landlord maybe obligated, or cause the demised premises or any part thereof to be condemned or vacated. Tenantshall not do or permit any act or thing to be done in or to the demised premises which is contraryto law, or which will invalidate or be in conflict with public liability, fire or other policies ofinsurance at any time carried by or for the benefit of Landlord with respect to the demisedpremises or the building of which the demised premises form a part, or which shall or might subjectLandlord to any liability or responsibility to any person or for property damage,
 

 
nor shall Tenant keep anything in the demised premises except as now or hereafter permitted by the Fire Department,Board of Fire Underwriters, Fire Insurance Rating Organization or other authority havingjurisdiction, and then only in such manner and such quantity so as not to increase the rate forfire insurance applicable to the building, nor use the premises in a manner which will increase theinsurance rate for the building or any property located therein over that in effect prior to thecommencement of Tenant’s occupancy. Tenant shall pay all costs, expenses, fines, penalties, ordamages, which may be imposed upon Landlord by reason of Tenant’s failure to comply with theprovisions of this Article and if by reason of such failure the fire insurance rate shall, at thebeginning of this lease or at any time thereafter, be higher than it otherwise would be, thenTenant shall reimburse Landlord, as additional rent hereunder, for that portion of all fireinsurance premiums thereafter paid by Landlord which shall have been charged because of suchfailure by Tenant, and shall make such reimbursement upon the first day of the month following suchoutlay by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, aschedule or “make-up” of rate for the building or demised premises issued by any body making fireinsurance rates applicable to said premises shall be conclusive evidence of the facts thereinstated and of the several items and charges in the fire insurance rate then applicable to saidpremises. Tenant shall not place a load upon any floor of the demised premises exceeding the floorload per square foot area which it was designed to carry and which is allowed by law. Landlordreserves the right to prescribe the weight and position of all safes, business machines andmechanical equipment. Such installations shall be placed and maintained by Tenant, at Tenant’sexpense, in setting sufficient, in Landlord’s judgment, to absorb and prevent vibration, noise andannoyance.
 

 
          Subordination. 7. This lease is subject and subordinate to all ground or underlyingleases and to all mortgages which may now or hereafter affect such leases or the real property ofwhich demised premises are a part and to all renewals, modifications, consolidations, replacementsand extensions of any such underlying leases and mortgages. This clause shall be self-operativeand no further instrument of subordination shall be required by any ground or underlying lessee orby any mortgagee, affecting any lease or the real property of which the demised premises are apart. In confirmation of such subordination, Tenant shall execute promptly any certificate thatLandlord may request. See Paragraph 65 “Rider to Lease.”          Property Loss, Damage, Reimbursement, Indemnity. 8. Landlord or its agents shall notbe liable for any damage to 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 ordamage to persons or property resulting from any cause of whatsoever nature, unless caused by ordue to the negligence of Landlord, its agents, servants or employees; nor shall Landlord or itsagents be liable for any such damage caused by other tenants or persons in, upon or about saidbuilding or caused by operations in construction of any private, public or quasi-public work.Tenant shall not move any safe, heavy machinery, heavy equipment, bulky matter, or fixtures into orout of the building without Landlord’s prior written consent. If such safe, machinery, equipment,bulky matter or fixtures requires special handling, all work in connection therewith shall complywith all laws and regulations applicable thereto and shall be done during such hours as Landlordmay designate Tenant shall indemnify and save harmless Landlord against and from all liabilities,obligations, damages, penalties, claims, costs and expenses for which Landlord shall not bereimbursed by insurance, including reasonable attorneys’ fees, paid, suffered or incurred as aresult of any breach by Tenant, Tenant’s agents, contractors, employees,
 

 
invitees, or licensees, ofany covenant or condition of this lease, or the carelessness, negligence or improper conduct of theTenant, Tenant’s agents, contractors, employees, invitees or licensees. Tenant’s liability underthis lease extends to the acts and omissions of any subtenant, and any agent, contractor, employee,invitee or licensee of any sub-tenant. In case any action or proceeding is brought againstLandlord by reason of any such claim, Tenant, upon written notice from Landlord, will, at Tenant’sexpense, resist or defend such action or proceeding by counsel approved by Landlord in writing,such approval not to be unreasonably withheld.          Destruction, Fire and Other Casualty. 9. (a) If the demised premises or any thereofshall be damaged by fire or other casualty, Tenant shall give immediate notice thereof to Landlordand this lease shall continue in full force and effect except as hereinafter set forth. (b) If thedemised 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 Landlord and the rent, until suchrepair shall be substantially completed, shall be apportioned from the day following the casualtyaccording to the part of the premises which is usable. (c) If the demised premises are totallydamaged or rendered wholly unusable by fire or other casualty, then the rent shall beproportionately paid up to the time of the casualty and thenceforth shall cease until the date whenthe premises shall have been repaired and restored by Landlord, subject to Landlord’s right toelect not to restore the same as hereinafter provided. (d) If the demised premises are renderedwholly unusable or (whether or not the demised premises are damaged in whole or in part) if thebuilding shall be so damaged that Landlord shall decide to demolish it or to rebuild it, then, inany of such events, Landlord may elect to terminate this lease by written notice to Tenant givenwithin 90 days after such fire or casualty specifying a date for the expiration of the lease, whichdate shall not be more than 60 days after the giving of such notice, and upon the date specified in
 

 
such notice the term of this lease shall expire as fully and completely as if such date were thedate set forth above for the termination of this lease and Tenant shall forthwith quit, surrenderand vacate the premises without prejudice however to Landlord’s rights and remedies against Tenantunder the lease provisions in effect prior to such termination, and any rent owing shall be paid upto such date and any payments of rent made by Tenant which were on account of any period subsequentto such date shall be returned to Tenant. Unless Landlord shall serve a termination notice asprovided for herein, Landlord shall make the repairs and restorations subject to delays due toadjustment of insurance claims, labor troubles and cause beyond Landlord’s control. After any suchcasualty, Tenant shall cooperate with Landlord’s restoration by removing from the premises aspromptly as reasonably possible, all of Tenant’s salvageable inventory and movable equipment,furniture, and other property. Tenant’s liability for rent shall resume five (5) days afterwritten notice from Landlord that the premises are substantially ready for Tenant’s occupancy. (e)Nothing contained hereinabove shall relieve Tenant from liability that may exist as a result ofdamage from fire or other casualty. Notwithstanding the foregoing, each party shall look first toany insurance in its favor before making any claim against the other party for recovery for loss ordamage resulting from fire or other casualty, and to the extent that such insurance is in force andcollectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waivesas right of recovery against the other or anyone claiming through or under each of them by way ofsubrogation or otherwise. The foregoing release and waiver shall be in force only if bothreleasors’ insurance policies contain a clause providing that such a release or waiver shall notinvalidate the insurance and also provided that such a policy can be obtained without additionalpremium. Tenant acknowledges that Landlord will not carry insurance on Tenant’s furniture and/orfurnishings or any fixtures or equipment, improvements,
 

 
or appurtenances removable by Tenant andagrees that Landlord will not be obligated to repair any damage thereto or replace the same. SeeParagraph 51 “Rider to Lease.”          Eminent Domain. 10. If the whole or any part of the demised premises shall beacquired or condemned by Eminent Domain for any public or quasi-public use or purpose, then and inthat event, the term of this lease shall cease and terminate from the date of title vesting in suchproceeding and Tenant shall have no claim for the value of any unexpired term of said lease.          Assignment, Mortgage, Etc.. 11. Tenant, for itself, its heirs, distributees,executors, administrators, legal representatives, successors and assigns, expressly covenants thatit shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit thedemised premises or any part thereof to be used by others, without the prior written consent ofLandlord in each instance. If this lease be assigned or if the demised premises or any partthereof be underlet or occupied to anybody other than Tenant, Landlord may, after default byTenant, collect rent from the assignee, under-tenant or occupant, and apply the net amountcollected to the rent herein reserved, but no such assignment, underletting, occupancy orcollection shall be deemed a waiver of this covenant, or the acceptance of the assignee,under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenantof covenants on the part of Tenant herein contained. The consent by Landlord to an assignment orunderletting shall not in any wise be construed to relieve Tenant from obtaining the expressconsent in writing of Landlord to any further assignment or underletting. See Paragraph 48 “Riderto Lease.”          Electric Current. 12. Rates and conditions in respect to submetering or                     inclusion, as the case may be, to be added in Rider attached hereto. Tenant covenants and agreesthat at all times its use of electric current shall not exceed the capacity of existing feeders tothe building or the risers or wiring installation and Tenant may not use any electrical equipmentwhich, in
 

 
Landlord’s opinion, reasonably exercised, will overload such installations or interferewith the use thereof by other tenants of the building. The change at any time of the character ofelectric service shall in no wise make Landlord liable or responsible to Tenant, for any loss,damages or expenses which Tenant may sustain. See Paragraph 40 “Rider to Lease.”          Access to Premises. 13. Landlord or Landlord’s agents shall have the right (butshall not be obligated) to enter the demised premises in any emergency at any time, and, at otherreasonable times, to examine the same and to make such repairs, replacements and improvements asLandlord may deem necessary and reasonably desirable to the demised premises or to any otherportion of the building or which Landlord may elect to perform following Tenant’s failure to makerepairs or perform any work which Tenant is obligated to perform under this lease, or for thepurpose of complying with laws, regulations and other directions of governmental authorities.Tenant shall permit Landlord to use and maintain and replace pipes and conduits in and through thedemised premises and to erect new pipes and conduits therein. Landlord may, curing the progress ofany work in the demised premises, take any necessary materials and equipment into said premiseswithout the same constituting an eviction nor shall the Tenant be entitled to any abatement of rentwhile such work is in progress nor to any damages by reason of loss or interruption of business orotherwise. Throughout the term hereof Landlord shall have the right to enter the demised premisesat reasonable hours for the purpose of showing the same to prospective purchasers or mortgagees ofthe building, and during the last six months of the term for the purpose of showing the same toprospective tenants and may, during said six month period, place upon the premises the usualnotices “To Let” and “For Sale” which notices Tenant shall permit to remain thereon withoutmolestation. If Tenant is not present to open and permit entry into the premises, Landlord orLandlord’s agents may enter
 

 
the same whenever such entry may be necessary or permissible by masterkey or forcibly and provided reasonable care is exercised to safeguard Tenant’s property and suchentry shall not render Landlord or its agents liable therefor, nor in any event shall theobligations of Tenant hereunder be affected. If during the last month of the term Tenant shallhave removed all or substantially all of Tenant’s property therefrom, Landlord may immediatelyenter, alter, renovate or redecorate the demised premises without limitation or abatement of rent,or incurring liability to Tenant for any compensation and such act shall have no effect on thislease or Tenant’s obligations hereunder. Landlord shall have the right at any time, without thesame constituting an eviction and without incurring liability to Tenant therefor to change thearrangement 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 ordesignation by which the building may be known.          Occupancy. 14. Tenant will not at any time use or occupy the demised premises inviolation of the certificate of occupancy issued for the building of which the demised premises area part. Tenant has inspected the premises and accepts them as is, subject to the riders annexedhereto with respect to Landlord’s work, if any. In any event, Landlord makes no representation asto the condition of the premises and Tenant agrees to accept the same subject to violations whetheror not of record.          Bankruptcy. 15. (a) If at the date fixed s the commencement of the term of thislease or if at any time during the term hereby demised there shall be filed by or against Tenant inany court pursuant to any statute either of the United States or of any state, a petition inbankruptcy or insolvency or for reorganizations or for the appointment of a receiver or trustee ofall or a portion of Tenant’s property, and within 60 days thereof, Tenant fails to secure adismissal
 

 
thereof, or if Tenant make an assignment for the benefit of creditors or petition for orenter into an arrangement, this lease, at the option of Landlord, exercised within a reasonabletime after notice of the happening of any one or more of such events, may be cancelled andterminated by written notice to the Tenant (but if any of such events occur prior to thecommencement date, this lease shall be ipso facto cancelled and terminated) and whether suchcancellation and termination occur prior to or during the term, neither Tenant nor any personclaiming through or under Tenant by virtue of any statute or of any order of any court, shall beentitled to possession or to remain in possession of the premises demised but shall forthwith quitand surrender the premises, and Landlord, in addition to the other rights and remedies Landlord hasby virtue of any other provision herein or elsewhere in this lease contained or by virtue of anystatute or rule of law, may retain as liquidated damages, any rent, security deposit or moneysreceived by him from Tenant or others on behalf of Tenant. If this lease shall be assigned inaccordance with its terms, the provisions of this Article 16 shall be applicable only to the partythen owning Tenant’s interest in this lease.               (b) It is stipulated an agreed that in the event of the termination of this lease pursuant to(a) hereof, Landlord shall forthwith, notwithstanding any other provisions of this lease to thecontrary, be entitled to recover from Tenant as and for liquidated damages an amount equal to thedifference between the rent reserved hereunder for the unexpired portion of the term demised andthe fair and reasonable rental value of the demised premises for the same period. In thecomputation of such damages the difference between any installment of rent becoming due hereunderafter the date of termination and the fair and reasonable rental value of the demised premised forthe period for which such installment was payable shall be discounted to the date of termination atthe rate of four percent (4%) per annum. If such premises or any part thereof be
 

 
re-let by the Landlord for the unexpired term of said lease, or any part thereof, before presentation of proof ofsuch liquidated damages to any court, commission or tribunal, the amount of rent reserved upon suchre-letting shall be deemed to be the fair and reasonable rental value for the part or the whole ofthe premises so re-let during the term of the re-letting. Nothing herein contained shall limit orprejudice the right of the Landlord to prove for and obtain as liquidated damages by reason of suchtermination, an amount equal to the maximum allowed by any statute or rule of law in effect at thetime when, and governing the proceedings in which, such damages are to be proved, whether or notsuch amount be greater, equal to, or less than the amount of the difference referred to above.          Default. 16. (1) If Tenant defaults in fulfilling any of the                      for thepayment of rent or additional rent; or if the demised premises become vacant or deserted; or if thedemised premises are damaged by reason of negligence or carelessness of Tenant, its agents,employees or invitees; or if any execution or attachment shall be issued against Tenant or any ofTenant’s property whereupon the demised premises shall be taken or occupied by someone other thanTenant; or if Tenant shall default with respect to any other lease between Landlord and Tenant; orif Tenant shall fail to move into or take possession of the premises within fifteen (15) days afterthe commencement of the term of this lease, of which fact Landlord shall be the sole judge; then,in any one or more of such events, upon Landlord serving a written five (5) days notice upon Tenantspecifying the nature of said default and upon the expiration of said five (5) days, if Tenantshall have failed to comply with or remedy such default, or if the said default or omissioncomplained of shall be of a nature that the same cannot be completely cured or remedied within saidfive (5) day period, and if Tenant shall not have diligently commenced curing such default withinsuch five (5) day period, and shall not thereafter with reasonable diligence and in good
 

 
faith proceed to remedy or cure such default, then Landlord may serve a written three (3) days’ notice ofcancellation of this lease upon Tenant, and upon the expiration of said three (3) days, this leaseand the term thereunder shall end an expire as fully and completely as if the expiration of suchthree (3) day period were the day herein definitely fixed for the end and expiration of this leaseand the term thereof and Tenant shall then quit and surrender the demised premises to Landlord butTenant shall remain liable as hereinafter provided.               (2) If the notice provided for in (1) hereof shall have been given and the term shall expireas aforesaid; or if Tenant shall make default in the payment of the rent reserved herein or anyitem of additional rent herein mentioned or any part of either or in making any other paymentherein required; then and in any of such events Landlord may dispossess Tenant by summaryproceedings or otherwise, and the legal representative of Tenant or other occupant of demisedpremises and remove their effects and hold the premises as if this lease had not been made. IfTenant shall make default hereunder prior to the date fixed as the commencement of any renewal orextension of this lease, Landlord may cancel and terminate such renewal or extension agreement bywritten notice.          Remedies of Landlord and Waiver of Redemption. 17. In case of any such default,re-entry, expiration and/or dispossess by summary proceedings or otherwise. (a) The rent shallbecome due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration,together with such expenses as Landlord may incur for legal expenses, attorneys’ fees, brokerage,and/or putting the demised premises in good order, or for preparing the same for re-rental; (b)Landlord may re-let the premises or any part or parts thereof, either in the name of Landlord orotherwise, for a term or terms, which may at Landlord’s option be less than or exceed the periodwhich would otherwise have constituted the balance of the term of this lease
 

 
and may grant concessions or free rent or charge a higher rental then that in this lease, and/or (c) Tenant orthe legal representatives of Tenant shall also pay Landlord as liquidated damages for the failureof Tenant to observe and perform said Tenant’s covenants herein contained, any deficiency betweenthe rent hereby reserved and/or covenanted to be paid and the net amount, if any, of the rentscollected on account of the lease or leases of the demised premises for each month of the periodwhich would otherwise have constituted the balance of the term of this lease. The failure ofLandlord to re-left the premises or any part or parts thereof shall not release or affect Tenant’sliability for damages. In computing such liquidated damages there shall be added to the saiddeficiency such expenses as Landlord may incur in connection with re-letting, such as legalexpenses, attorneys’ fees, brokerage, advertising and for keeping the demised premises in goodorder or for preparing the same for re-letting. Any such liquidated damages shall be paid inmonthly installments by Tenant on the rent day specified in this lease and any suit brought tocollect the amount of the deficiency for any month shall not prejudice in any way the rights ofLandlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord, inputting the demised premises in good order or preparing the same for re-rental may, at Landlord’soption, make such alterations, repairs, replacements and/or decorations in the demised premises asLandlord, in Landlord’s sole judgment, considers advisable and necessary for the purpose ofre-letting the demised premises and the making of such alterations, repairs, replacements and/ordecorations shall not operate or be construed to release Tenant from liability hereunder asaforesaid. landlord shall in no event be liable in any way whatsoever for failure to re-let thedemised premises, or in the event that the demised premises are re-let, for failure to collect therent thereof under such re-letting and in no event shall Tenant be entitled to receive any excess,if any, of such net rent collected over the sums payable by Tenant to Landlord
 

 
hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof,Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or inequity as if re-entry, summary proceedings and other remedies were not herein provided for.Mention in this lease of any particular remedy, shall not preclude Landlord from any other remedy,in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by orunder any present or future laws in the event of Tenant being evicted or dispossessed for anycause, or in the event of Landlord obtaining possession of demised premises, by reason of theviolation by Tenant of any of the covenants and conditions of this lease, or otherwise.          Fees and Expenses. 18. If Tenant shall default in the observance or performance ofany term or covenant on Tenant’s part to be observed or performed under or by virtue of any of theterms or provisions in any article of this lease, then, unless otherwise provided elsewhere in thislease, Landlord may immediately or at any time thereafter and without notice, perform theobligation of Tenant thereunder, and if Landlord, in connection therewith or in connection with anydefault by Tenant in the covenant to pay rent hereunder, makes any expenditures or incurs anyobligations for the payment of money including but not limited to attorneys’ fees, in instituting,prosecuting or defending any action or proceeding, such sums so paid or obligations incurred withinterest and costs shall be deemed to be additional rent hereunder and shall be paid by Tenant toLandlord within five (50) days of rendition of any bill or statement to Tenant therefore, and ifTenant’s lease term shall have expired at the time of making of such expenditures or incurring ofsuch obligations, such sums shall be recoverable by Landlord as damages.
 

 
          No Representations by Landlord. 19. Neither Landlord nor Landlord’s agents have madeany representations or promises with respect to the physical condition of the building, the landupon which it is erected or the demised premises, the rents, leases, expenses of operation or anyother matter or thing affecting or related to the premises except as herein expressly set forth andno rights, easements or licenses are acquired by Tenant by implication or otherwise except asexpressly set fort in the provisions of this lease. Tenant has inspected the building and thedemised premises and is thoroughly acquainted with their condition, and agrees to take the same “asis” and acknowledges that the taking or possession of the demised premises by Tenant shall beconclusive evidence that the said premises and the building of which the same form a part were ingood and satisfactory condition at the time such possession was so taken, except as to latentdefects. All understandings and agreements heretofore made between the parties hereto are mergedin this contract, which alone fully and completely expresses the agreement between Landlord andTenant and any executory agreement hereafter made shall be ineffective to change, modify, dischargeor effect an abandonment of it in whole or in part, unless such executory agreement is in writingand signed by the party against whom enforcement of the change, modification, discharge orabandonment is sought.          End of Term. 20. Upon the expiration or other termination of the term of this lease,Tenant shall quit and surrender to Landlord the demised premises, broom clean, in good order andcondition, ordinary wear excepted, and Tenant shall remove all its property. Tenant’s obligationto observe or perform this covenant shall survive the expiration or other termination of thislease. If the last day of the term of this lease or any renewal thereof, falls on Sunday, thislease shall expire at noon on the preceding Saturday unless it be a legal holiday in which case itshall expire, at noon on the preceding business day.
 

 
          Quiet Enjoyment. 21. Landlord covenants and agrees with Tenant that upon Tenantpaying the rent and additional rent and observing and performing all the terms, covenants andconditions, on Tenant’s part to be observed and performed, Tenant may peaceably and quietly enjoythe premises hereby demised, subject, nevertheless, to the terms and conditions of this leaseincluding, but not limited to, Article 30 hereof and to the ground leases, underlying leases andmortgages hereinabove mentioned.          Failure to Give Possession. 22. If Landlord is unable to give possession of thedemised premises on the date of the commencement of the term hereof, because of the holding-over orretention of possession of any tenant, undertenant or occupants, or if the premises are located ina building being constructed, because such building has not been sufficiently completed to make thepremises ready for occupancy or because of the fact that a certificate of occupancy has not beenprocured or for any other reason, Landlord shall not be subject to any liability for failure togive possession on said date and the validity of the lease shall not be impaired under suchcircumstances, nor shall the same be construed in any wise to extend the term of this lease, butthe rent payable hereunder shall be abated (provided Tenant is not responsible for the inability toobtain possession) until after Landlord shall have given Tenant written notice that the premisesare substantially ready for Tenant’s occupancy. If permission is given to Tenant to enter into thepossession of the demised premises or to occupy premises other than the demised premises prior tothe date specified as the commencement of the term of this lease, Tenant covenants and agrees thatsuch occupancy shall be deemed to be under all the terms, covenants, conditions and provisions ofthis lease, except as to the covenant to pay rent.          No Waiver. 23. The failure of Landlord to seek redress for violation of, or toinsist upon the strict performance of any covenant or condition of this lease or of any of theRules or
 

 
Regulations set forth or hereafter adopted by Landlord, shall not prevent a subsequent actwhich would have originally constituted a violation from having all the force and effect of anoriginal violation. The receipt by Landlord of rent with knowledge of the breach of any covenantof this lease shall not be deemed a waiver of such breach and no provision of this lease shall bedeemed to have been waived b Landlord unless such waiver be in writing signed by Landlord. Nopayment by Tenant or receipt by Landlord of a lesser amount than the monthly rent herein stipulatedshall be deemed to be other than on account of the earliest stipulated rent, nor shall anyendorsement or statement of any check or any letter accompanying any check or payment as rent bedeemed an accord and satisfaction and Landlord may accept such check or payment without prejudiceto Landlord’s right to recover the balance of such rent or pursue any other remedy in this leaseprovided. No act or thing done by Landlord or Landlord’s agents during the term hereby demisedshall be deemed an acceptance of a surrender of said premises and no agreement to accept suchsurrender shall be valid unless in writing signed by Landlord. No employee of Landlord orLandlord’s agent shall have any power to accept the keys of said premises prior to the terminationof the lease and the delivery of keys to any such agent or employee shall not operate as atermination of the lease or a surrender of the premises.          Waiver of Trial by Jury. 24. It is mutually agreed by and between Landlord andTenant that the respective parties hereto shall and they hereby do waive trial by jury in anyaction, 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 anyway connected with this lease, the relationship of Landlord and Tenant, Tenant’s use of oroccupancy of said premises, and any emergency statutory or any other statutory remedy. It isfurther mutually agreed that in the event Landlord commences any summary proceeding for possession
 

 
of the premises. Tenant will not interpose any counterclaim of whatever nature or description inany such proceeding.          Inability to Perform. 25. This lease and the obligation of Tenant to pay renthereunder and perform all of the other covenants and agreements hereunder on part of Tenant to beperformed shall in no wise be affected, impaired or excused because Landlord is unable to fulfillany of its obligations under this lease or to supply or is delayed in supplying any serviceexpressly 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 anyequipment or fixtures if Landlord is prevented or delayed from so doing by reason of strike orlabor troubles or any cause whatsoever including, but not limited to, government preemption inconnection with a National emergency or by reason of any rule, order or regulation of anydepartment or subdivision thereof of any government agency or by reason of the conditions of supplyand demand which have been or are affected by war or other emergency.          Bills and Notices. 26. Except as otherwise in this lease provided, a bill,statement, notice communication which Landlord may desire to be required to give to Tenant, shallbe deemed sufficiently given or rendered if, in writing, delivered to Tenant personally or sent byregistered or certified mail addressed to Tenant at the building of which the demised premises froma part or at the last known residence address or business address of Tenant or left at any of theaforesaid premises addressed to Tenant, and the time of the rendition of such bill or statement andof the giving of such notice or communication shall be deemed to be the time when the same isdelivered to Tenant, mailed, or left at the premises as herein provided. Any notice by Tenant toLandlord must be served by registered or certified mail addressed to Landlord at the address firsthereinabove given or at such other address as Landlord shall designate by written notice.
 

 
          Services Provided by Landlord — Water, Elevators, Heat, Cleaning, Air-Conditioning.27. As long as Tenant is not in default under any of the covenants of this lease, Landlord shallprovide: (a) necessary elevator facilities on business days from 8 a.m. to 6 p.m. and have oneelevator subject to call at all other times; (b) heat to the demised premises when and as requiredby law, on business days from 8 a.m. to 6 p.m.; (c) water for ordinary lavatory purposes, but ifTenant uses or consumes water for any other purposes or in unusual quantities (of which factLandlord shall be the sole judge), Landlord may install a water meter at Tenant’s expense whichTenant shall thereafter maintain at Tenant’s expense in good working order and repair to registersuch water consumption and Tenant shall pay for water consumed as shown on said meter an additionalrent as and when bills are rendered and on Tenant’s default in making such payment, Landlord maypay such charges and collect the same from Tenant. Such a meter shall also be installed andmaintained at Tenant’s expense if required by Law or Government Order. Tenant, if a water meter isso installed, covenants and agrees to pay its proportionate share of the sewer rent and all otherrents or charges which are now or hereafter assessed, imposed or may become a lien on the demisedpremises or the realty of which they are a part; (d) cleaning service for the demised premises onbusiness days at Landlord’s expense provided that the same are kept in order by Tenant. If,however, said premises are to be kept clean by Tenant, it shall be done at Tenant’s sole expense,in a manner satisfactory to Landlord and no one other than persons approved by Landlord shall bepermitted to enter said premises or the building of which they are a part for such purpose. Tenantshall pay Landlord the cost of removal of any of Tenant’s refuse and rubbish from the building; (e)RIDER to be added in respect to                      and conditions for air-conditioning, cooling andventilation if the entire building in which the demised premises is located is serviced by acentral air-conditioning, cooling and ventilating system. Landlord will
 

 
furnish the same at Tenant’s expense; (f) Landlord shall have no responsibility or liability for failure to supply theservices agreed to herein. Landlord reserves the right to stop services of the heating, elevators,plumbing, air-conditioning, power systems or cleaning or other services, if any, when necessary byreason of accident or for repairs, alterations, replacement or improvements necessary or desirablein the judgment of Landlord for as long as may be reasonably required by reason thereof or byreason of strikes, accidents, laws, order or regulations or any other reason beyond the control ofLandlord. If the building of which the demised premises are a part supplies manually-operatedelevator service, Landlord at any time may substitute automatic-control elevator service and uponten days’ written notice to Tenant, proceed with alterations necessary therefor without in any wiseaffecting this lease or the obligations of Tenant hereunder. The same shall be done with a minimumof inconvenience to Tenant and Landlord shall pursue the alteration with due diligence. SeeParagraph 39 “Rider to Lease.”          Captions. 28. The captions are inserted only as a matter of convenience and forreference and in no way define, limit or describe the scope of this lease, nor the intent of anyprovision therein.          Definitions. 29. The term “office” or “offices”, wherever used in this lease, shallnot be construed to mean premises used as a store or stores, for the sale or display, at any time,of goods, wares, merchandise of any kind, or as a restaurant, shop, booth, bootblack or otherstand, barber shop, or for other similar purposes or for manufacturing. The term “Landlord” asused in this lease means only the owner, the mortgagee in possession, for the time being of theland and building (or the owner of a lease of the building or of the land and building) which thedemised premises from a part, so that in the event of any                      or sales of said land andbuilding or of
 

 
said lease, or in the event of lease of said building, or of the land and building,the said Landlord shall be and hereby is entirely freed and relieved of all covenants andobligations of Landlord hereunder, and it shall be deemed and construed without further agreementbetween the parties or their successors in interest or between the parties and the purchaser, atany such sale, or the sublessee of the building, or of the land and building, that the purchaser ofthe lease of the building has assumed and agreed to carry out any and all covenants and obligationsof Landlord, hereunder. The words “re-enter” and “re-entry” as used in this lease are notrestricted to their technical legal meaning. The term “business days” as used in this lease shallexclude Saturdays (except such portion thereof as is covered by specific hours in Article 28hereof), Sundays and all days set forth on Exhibit “E”.          Adjacent Excavation — Shoring. 30 If an excavation shall be made upon land adjacentto the demised premises, or shall be authorized to be made, Tenant shall afford to the personcausing or authorized to cause such excavation, license to enter upon the demised premises for thepurpose of dong such work as said person shall deem necessary to preserve the wall or the buildingof which demised premises form a part from injury or damage and to support the same by properfoundations without any claim for damages or indemnity against Landlord, or diminution or abatementof rent.          Rules and Regulations. 31. Tenant and Tenant’s servants, employees, agents,visitors, and licensees shall observe faithfully, and comply strictly with, the Rules andRegulations and such other and further reasonable Rules and Regulations as Landlord or Landlord’sagents may from time to time adopt. Notice of any additional rules or regulations shall be givenin such manner as Landlord may elect. In case Tenant disputes the reasonableness of any additionalRule or Regulation hereafter made or adopted by Landlord or Landlord’s agents, the parties
 

 
hereto agree to submit the question of the reasonableness of such Rule or Regulation for the decision tothe Newark Office of the American Arbitration Association, whose determination shall be final andconclusive upon the parties hereto. The right to dispute the reasonableness of any additional Ruleor Regulation upon Tenant’s part shall be deemed waived unless the same shall be asserted byservice or a notice, in writing upon Landlord within ten (10) days after the giving of noticethereof. Nothing in this lease contained shall be construed to impose upon Landlord any duty orobligation to enforce the Rules and Regulations or terms, covenants or conditions in any otherlease, as against any other tenant and Landlord shall not be liable to Tenant for violation of thesame by any other tenant, its servants, employees, agents, visitors or licensees.          Security. 32. Tenant has deposited with Landlord the sum of $25,500.00 as securityfor the faithful performance and observance by Tenant of the terms, provisions and conditions ofthis lease; it is agreed that in the event Tenant defaults in respect of any of the terms,provisions and conditions of this lease, including, but not limited to, the payment of rent andadditional rent, Landlord may use, apply or retain the whole or any part of the security sodeposited to the extent required for the payment of any rent and additional rent or any other sumas to which Tenant is in default or for any sum which Landlord may expend or may be required toexpend by reason of Tenant’s default in respect of any of the terms, covenants and conditions ofthis lease, including but not limited to, any damages or deficiency in the reletting of thepremises, whether such damages or deficiency accrued before or after summary proceedings or otherre-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of theterms, provisions, covenants and conditions of this lease, the security shall be returned to Tenantafter the date fixed as the end of the Lease and after delivery of entire possession o the demised
 

 
premises to Landlord. In the event of a sale of the land and building or leasing of the building,of which the demised premises form a part, Landlord shall have the right to transfer the securityto the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability forthe return of such security and Tenant agrees to look to the new Landlord solely for the return ofsaid security; and it is agreed that the provisions hereof shall apply to every transfer orassignment made of the security to a new Landlord. Tenant further covenants that it will notassign or encumber or attempt to assign or encumber the monies deposited herein as security andthat neither Landlord nor its successors or assigns shall be bound by any such assignment,encumbrance, attempted assignment or attempted encumbrance.          Successors and Assigns. 33. The covenants, conditions and agreements contained inthis lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs,distributees, executors, administrators, successors, and except as otherwise provide in this lease,their assigns.          34. This Lease consists of this printed portion containing Articles 1 — 34 and each of thefollowing attached hereto and made a part hereof: (a) Rider to Lease containing paragraphs 36 thru65; and (b) the following Exhibits: Exhibit A (Rental Plan), Exhibit B (Work Letter), Exhibit C(Legal Description — Site Plan), Exhibit D (Cleaning Service Rider), Exhibit E (Legal Holidays),Exhibit F (Preliminary Plans), Exhibit G (Itemized List) and Exhibit H (Non-Disturbance andAttornment Agreement) and Exhibit I (Parking).
 

 
          IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this Lease on the day andyear first above written.       BELLEMEAD DEVELOPMENT CORPORATION