**Exhibit 10.42**

 

 

 

 

**AGREEMENT****OF****LEASE**

 

 

 

**CDI****MANAGEMENT,****INC.**

 

 

**LANDLORD,**

 

 

**WITH**

 

 

**______________________________**

 

**                                       MID-COAST MANAGEMENT, INC.**

             

**TENANT**

 

 

**PREMISES:**

 

**A****PORTION****OF:**

**600****BAYVIEW****AVENUE**

**IWOOD,****NEW****YORK****11096**

 

 
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THIS AMENDED AGREEMENT, dated as of December 15, 2005 by and            between**CDI****MANAGEMENT,****INC.,**a corporation, having its principal office at 600 Bayview Avenue,            Inwood, New York, hereinafter referred to as the “Landlord” and**MID-COAST MANAGEMENT, INC.,**a corporation            organized and existing under the laws of the State of Illinois, having principal            offices at 600 Bayview Avenue, Inwood, New York 11096, hereinafter referred to as            “Tenant”.

 

**W****I****T****N****E****S****S****E****T****H****:**

 

WHEREAS, LANDLORD, as tenant, has entered into a Lease dated as of the            first day of November, 1993 with Gordon Armstrong Corporation            (“OVERLANDLORD”) for all of the premises known as 600 Bayview Avenue,            Inwood, New York, (the “Overlease”), portions of which are attached hereto            as Exhibit “B” and

 

WHEREAS, TENANT desires to sublet from LANDLORD a portion of the            overleased premises as shown on Exhibit “A” attached hereto and made a part            hereof (the “Demised Premises”),

 

**NOW,****THEREFORE,**Landlord does hereby demise and lease to TENANT and TENANT does hereby            hire from LANDLORD the Demised Premises subject to all of the terms, covenants and            conditions set forth:

 

**ARTICLE****I**

**TERM****OF****LEASE**

 

1.01      The term            of this lease shall commence on the first day of March 2004 and shall terminate on the            twenty-eighth day of February, 2014, unless extended or terminated as provided            herein.

 

**ARTICLE****II**

**RENT**

 

2.01      Throughout the Term of this Lease, TENANT shall pay to LANDLORD at 600            Bayview Avenue, Inwood, New York or such other place as LANDLORD may designate by            written notice, a Basic Annual Rent in the amount of $564,000.00 in advance in equal            monthly installments of $47,000.00 each on the first day of each and every month during            the Term hereof without notice, demand, off-set or abatement. In the event of early            termination of lease, rebate at the discretion of the LANDLORD may be            withdrawn.

             

             
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Effective March 1, 2006, the basic annual rent shall be in the amount of            $600,000 in equal monthly installments of $50,000. In consideration of entering into            this agreement, CDI agrees to a rent rebate for the six-month period from October 2005            through March 2006. (Including base rent; taxes; utilities and other            obligations).

             

2.02      TENANT            has paid pay the first full month’s rent upon the signing hereof. Said Rent was            applicable to the month of March, 2004.

 

2.03      Not            withstanding anything to the contrary contained in this lease and notwithstanding of            the other remedies of the LANDLORD contained herein, in the event that any item of            Basic Annual Rent or Additional Rent is not paid to the LANDLORD within ten days of the            due date thereof, then and in that event TENANT shall pay to the LANDLORD as a fee for            LANDLORD’s additional cost in connection with LANDLORD’s bookkeeping,            accounting, etc., an amount equal to six cents for each dollar of Basic Annual Rent or            Additional Rent not paid by such date. It is understood by the TENANT that the LANDLORD            is required to make payments for over-rent, taxes, and other expenses and that LANDLORD            would be severely damaged if Basic Annual Rent and Additional Rent is not paid when            due.

 

2.04      Commencing on March 1, 2007 and the balance of the Term of this lease,            the TENANT will get increases in the Basic Annual Rent of (4%) per year over the term            of this lease.

             

2.05      TENANT            may exercise its right to vacate the premises upon giving twelve months notice and            continued payments to LANDLORD.

 

**ARTICLE****III**

**TAXES,****ASSESSMENTS****AND****IMPROVEMENTS**

 

3.01     In addition to            the Basic Annual Rent, TENANT shall pay to LANDLORD amounts for increases in Taxes and            Insurance as Additional Rent. All amounts of Additional Rent shall be payable to            LANDLORD at LANDLORD’S office or such other place or agent as LANDLORD may            designate by notice to TENANT. LANDLORD shall have the same remedies for default in the            payment of Additional Rent as a default in the payment of Basic Annual Rent.

 

3.02      TENANT            shall pay its Proportionate Share (90%) of all Taxes payable with respect to the Land            and the Building of which the Demised Premises form a part. Taxes will be based on the            actual Tax Assessments received from the Taxing Authorities.

             

             
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3.03      Effective            March 1, 2006 tenant shall pay its proportionate share (80%) of all Taxes payable with            respect to the Land and the Building of which the Demised Premises form a part. Taxes            will be based on the actual Tax Assessments received from the Taxing            Authorities.

             

3.04  “Taxes” shall be deemed to mean all real estate taxes,            assessments, water and sewer rents and impositions and charges of every kind and            nature, extraordinary as well as ordinary, foreseeable and unforeseeable, and each and            every installment thereof which shall or may during the term of this Lease be levied,            assessed, imposed, become due and payable, or liens upon or arising in connection with            the use, occupancy or possession of or become due and payable out of, or for the            Building, the parcel of land used for Building purposes or any part thereof imposed            upon the LANDLORD or OVERLANDLORD with respects to the property of which the Demised            Premises for a part.

 

3.05      LANDLORD            shall send TENANT a notice of such recalculation, together with a copy of the official            tax bill, and TENANT shall, within fifteen (15) days of LANDLORD’S notice, pay to            LANDLORD the monthly difference times the number of months for which TENANT has paid            rent during the then calendar year. Thereafter, TENANT shall continue to pay last            ascertained tax increase to LANDLORD until a new tax increase has been ascertained, at            which time a similar adjustment shall be made.

             

3.06      Should            LANDLORD receive the benefit of any exemption or abatement under RPTL 485-B or any            other exemption or abatement granted by the applicable taxing jurisdiction the benefit            of such exemption shall belong solely to LANDLORD and shall not otherwise affect the            computation made herein or the amounts to be paid by TENANT and all calculations shall            be made as if no such exemption had been obtained.

 

3.07     If at the time            any taxes or installments thereof are required to be paid, the amount of monthly            installments paid by TENANT are insufficient to pay TENANT’S Proportionate Share            of the amount in excess of the Tax Base, TENANT shall pay the deficiency within fifteen            (15) days after demand therefor. In the event of any excess, such amount shall be            credited toward the next payments coming due from TENANT hereunder until the expiration            of the Lease, at which time if LANDLORD is holding any excess amounts, and provided            TENANT is not in default under any terms, covenants and conditions hereof, same shall            be returned to TENANT.

 

3.08      Should            the taxing authority impose any additional Taxes or increase the assessed value by            reason of any improvements made by or for TENANT, or include machinery, equipment,            fixtures, inventory or other personal property or as-

             

             
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sets            of TENANT, then TENANT shall pay the entire tax attributable to such items. Payments of            these items of taxes shall be made by the LANDLORD and reimbursed by the TENANT to the            LANDLORD no later than fifteen (15) days prior to the date the same are due and payable            to the appropriate taxing authorities.

 

3.09      LANDLORD            may contest the validity or the amount of the assessed valuation of the premises of            which the Demised Premises are a part. In the event that LANDLORD shall be successful            in any such contest and shall receive a refund of taxes paid for prior years, LANDLORD            shall repay to TENANT, providing TENANT is not in default hereunder, TENANT’S            Proportionate Share of the net refund of taxes to the extent paid by TENANT. As used            herein, the term “net refund” shall mean the refund plus interest, if any,            thereon, paid by governmental authority less costs for appraisal, engineering, expert            testimony, attorney, printing and filing fees and all other costs and expenses of the            proceeding.

 

3.10     In no event            shall the TENANT have the right to participate in, nor institute any such proceeding,            it being understood that the commencement, settlement, or conduct thereof shall be in            the sole discretion of the LANDLORD.

 

3.11      Wherever            in this Article or elsewhere in this Lease reference is made to TENANT’S            Proportionate Share, same shall be deemed to mean 90% (percent) through February 28,            2006 and 80% (percent) effective March 1, 2006, unless otherwise stated.

             

**ARTICLE****IV**

**UTILITIES****AND****UTILITY****CHARGES**

 

4.01      TENANT            understands that all utilities, including electrical, water and gas, will be supplied            to the Building by the applicable utility company or district and that the LANDLORD            shall not be responsible for any failure of service. TENANT agrees, however, that the            costs for basic utilities are not included in TENANT’S Basic Annual Rent, and            because of the TENANT’S usage of power by additional equipment being added to the            facility then TENANT shall be the responsible for the TENANT’S Proportionate            Share (75%) of utilities and shall be paid as Additional Rent.

             

Effective March 1, 2006, TENANT’S proportionate share will be            seventy percent (70%) of utilities. In the event TENANT shall be in default of Rent or            Additional Rent beyond its time to cure, LANDLORD shall have the right to suspend all            utility services to the demised Premises.

 
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**ARTICLE****V**

**REPAIRS**

 

5.01      During            the term of this Lease TENANT shall, at TENANT’S sole cost and expense, maintain            the Demised Premises and all systems installed therein in good order and            repair.

             

5.02      TENANT            shall not be responsible for making any structural repairs to the Demised Premises or            the Building of which the Demised Premises form a part, unless said structural repairs            are necessary by reason of any acts or omissions to act of TENANT, its agents, servants            or invitees, in which event LANDLORD or OVERLANDLORD may make such structural repairs            and charge the cost therefore to TENANT.

             

**ARTICLE****VI**

**COMPLIANCE****WITH****LAW**

 

6.01      The            provisions of “Section 6.01” of the Overlease are deemed to be included            herein and shall apply as between LANDLORD and TENANT hereunder as if the said            “Section 6.01” were fully set forth herein as a direct obligation between            LANDLORD and TENANT hereunder and any obligations of the LANDLORD to the OVERLANDLORD            with respect to the Demised Premises shall be complied with by TENANT and OVERLANDLORD            shall have all rights contained in the Overlease against TENANT with respect to the            Demised Premises.

 

6.02      To the            extent that there are any environmental violation, which result from any cause prior to            the date of this Lease, TENANT shall have no responsibility for correcting or            mitigating the same and TENANT shall have no Liability therefore

 

**ARTICLE****VII**

**DISCHARGE****OF****LIENS**

 

7.01      The            provisions of “ARTICLE VII” of the Overlease are deemed to be included            herein and shall apply as between LANDLORD and TENANT hereunder as if the said            “ARTICLE VII” were fully set forth herein as a direct obligation between            LANDLORD and TENANT hereunder and any obligations of the LANDLORD to the OVERLANDLORD            with respects to the Demised Premises shall be complied with by TENANT, and            OVERLANDLORD shall have all rights contained in the OVERLEASE against TENANT with            respects to the Demised Premises.

 

 
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**ARTICLE****VIII**

**INSURANCE**

             

8.01      The            provisions of “ARTICLE VIII” of the Overlease are deemed to be included            herein and shall apply as between LANDLORD and TENANT hereunder as if the said            “ARTICLE VIII” were fully set forth herein as a direct obligation between            LANDLORD and TENANT hereunder and any obligations of the LANDLORD to the OVERLANDLORD            with respect to the Demised Premises shall be complied with by TENANT, except as            specifically provided herein and OVERLANDLORD shall have all rights contained in the            Overlease against TENANT in connection with this provision.

 

8.02      LANDLORD            and TENANT agree that TENANT is not responsible for payments required by OVERLANDLORD            under section 8.02 of the Overlease, but TENANT will reimburse LANDLORD its            Proportionate Share of 85% through February 28, 2006 and 80% effective March 1, 2006            for any payments under Section 8.02 of the Overlease made by LANDLORD during the term            of this Lease.

 

8.03      TENANT            shall take out insurance as provided for in Section 8.07 of the Overlease and will name            LANDLORD and OVERLANDLORD as insureds thereon. TENANT understands that said policy            shall be in addition to any policy which LANDLORD shall obtain pursuant to Section 8.07            of the Overlease.

 

**ARTICLE****IX**

**USE,****ASSIGNMENT****OR****SUBLETTING**

 

9.01      TENANT            shall use the Demised Premises for general office, warehousing and normal use for the            transportation and logistics business. Tenant, at their own expense, shall maintain all            required licenses and permits pertaining to control and production equipment added to            the facility.

 

9.02      The            provisions of Section 9.02 through 9.07, inclusive, inclusive of the Overlease shall be            deemed to be included herein and shall apply as between LANDLORD and TENANT hereunder            as if the said Section 9.02 through 9.07, inclusive, were fully set forth herein as a            direct obligation between LANDLORD and TENANT herein and in addition thereto, TENANT            shall, prior to any assignment or sublease, obtain the consent of the OVERLANDLORD in            accordance with the provisions of the Overlease.

 

 
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**ARTICLE****X**

**CONDEMNATION**

 

10.01   The provisions of            “ARTICLE X” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE X”            were fully set forth herein as a direct obligation between LANDLORD and            TENANT.

 

**ARTICLE****XI**

**BANKRUPTCY****OR****OTHER****DEFAULT**

 

11.01A    The provisions of            Section 11.01 A of the Overlease are deemed to be included herein and shall apply as            between LANDLORD and TENANT hereunder as if the said Section 11.01A were fully set            forth herein as a direct obligation between LANDLORD and TENANT hereunder

             

11.02A    The provisions of            Section 11.02A of the Overlease are deemed to be included herein and shall apply as            between LANDLORD and TENANT hereunder as if the said Section 11.02A were fully set            forth herein as a direct obligation between LANDLORD and TENANT hereunder except that            notwithstanding the foregoing, the time period ten (10) days in paragraph 11.02A (i)            and (ii) and the period of thirty (30) days contained in 11.02A (iii) and (iv) are            reduced from ten (10) days to five (5) days and from thirty (30) days to fifteen (15)            days, respectively, inasmuch as a violation of this Lease by TENANT may be deemed a            violation of the Overlease by LANDLORD hereunder and consequently LANDLORD’S            remedies must accrue prior to the remedies provided for in the Overlease.

 

11.03      The            provisions of Section 11.03 through 11.06, inclusive, of the Overlease are deemed to be            included herein and shall apply as between LANDLORD and TENANT hereunder as if the said            Section 11.03 through 11.06 were fully set forth herein as a direct obligation between            LANDLORD and TENANT.

 

11.04      The            provisions of Section 11.07 of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said Section 11.07 were fully            set forth herein as a direct obligation between LANDLORD and TENANT hereunder, except            that the time period of fifteen (15) days shall be changed to ten (10) days.

 

 
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**ARTICLE****XII**

**SUBORDINATION****OF****LEASE**

 

12.01   This lease is hereby made            subject and subordinate to and shall be and remain subject and subordinate to the            Overlease and the lien of any future leasehold or fee mortgages which the OVERLANDLORD            or LANDLORD as the case may be, may at any time place upon the fee or leasehold estates            and any additions, modifications, consolidations or renewals thereof. Solely for the            purpose of confirming such subordination, TENANT shall execute promptly any certificate            or agreement to that effect which OVERLANDLORD, LANDLORD or financial institution            making such mortgage may request.

             

12.02   LANDLORD hereby directs            and TENANT agrees that if OVERLAND LORD shall commence a summary or other proceeding            against TENANT by reason of TENANT’S default under the Overlease, then upon            notice to TENANT given by OVERLANDLORD, TENANT will pay the Rent and Additional Rent            reserved hereunder to the OVERLANDLORD until LANDLORD shall have cured such default or            have the proceeding determined in the LANDLORD’S favor. The paying and acceptance            of such Rent and Additional Rent shall not, however, effectuate an attornment to            OVERLANDLORD.

 

**ARTICLE****XIII**

**INSPECTION****OF****PREMISES****BY****LANDLORD**

 

13.01   The provisions of            “ARTICLE XIII” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE            XIII” were fully set forth herein as a direct obligation between LANDLORD and            TENANT hereunder and any obligations of the LANDLORD to the OVERLANDLORD shall be            complied with by TENANT, and OVERLANDLORD shall have all rights contained in the            Overlease against TENANT with respects to the Demised Premises.

 

**ARTICLE****XIV**

**RIGHT****TO****PERFORM****COVENANTS**

 

14.01   The provisions of            “ARTICLE XIV” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE XIV”            were fully set forth herein as a direct obligation between LANDLORD and TENANT            hereunder and any obligations of the LANDLORD to the OVERLANDLORD with respects to the            Demised Premises shall be complied with by TENANT.

             

             
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**ARTICLE****XV**

**WAIVERS**

 

15.01   The provisions of            “ARTICLE XV” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE XV”            were fully set forth herein as a direct obligation between LANDLORD and TENANT            hereunder.

             

**ARTICLE****XVI**

**MACHINERY,****EQUIPMENT****AND****FIXTURES**

**INSTALLED****AND****USED****IN****BUSINESS**

 

16.01   The provisions of            “ARTICLE XVI” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE XVI”            were fully set forth herein as a direct obligation between LANDLORD and TENANT            hereunder and any obligations of the LANDLORD to the OVERLANDLORD with respect to the            Demised Premises shall be complied with by TENANT.

 

**ARTICLE****XVII**

**RECORDABLE****CERTIFICATE**

 

17.01   The provisions of            “ARTICLE XVII” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE            XVII” were fully set forth herein as a direct obligation between LANDLORD and            TENANT and any obligations of the LANDLORD to the OVERLANDLORD with respects to this            Article as same applies to the Demised Premises shall be complied with by            TENANT.

 

**ARTICLE****XVIII**

**NO****SERVICES**

 

INTENTIONALLY DELETED

 

**ARTICLE****XIX**

**NOTICES**

 

19.01   Any notice or demand            which, under the terms of this lease or under any statute must or may be given or made            by the parties herein, shall be in writing, and shall be given or made by mailing the            same, by certified mail, return receipt requested, or by delivering same Federal            Express or other similar commercial overnight carrier addressed:

 

 
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(A) to the LANDLORD as follows:

 

CDI MANAGEMENT, INC.

600 Bayview Avenue

Inwood, New York 11096

             

With a Copy Given in the Same Manner

to OVERLANDLORD at:

 

GORDON ARMSTRONG CORPORATION

One Jericho Turnpike

New Hyde Park, New York 11040

             

(B) to the TENANT as follows:

 

MID-COAST MANAGEMENT, INC.

600 Bayview Avenue

Inwood, New York 11096

             

Either party, however, may designate in writing such new or other            address to which such notice or demand shall thereafter be so given, made or mailed.            Any such notice hereunder shall be deemed given when received.

 

Notices given by the attorney for a party shall be deemed given by such            party.

             

**ARTICLE****XX**

**SIGNS**

 

20.01   TENANT may install any            signs on the Demised Premises provided it obtains, at TENANT’s sole cost and            expense, any sign permits from the Town of Hempstead that may be required and TENANT            thereafter obtains the consent of the LANDLORD to such sign. TENANT shall be liable for            any damage to the Building occasioned by such signs or installations or removal            thereof.

 

20.02    During the last year            of the term hereof, LANDLORD may maintain on a portion of the Demised Premises a sign,            no more than three feet (3’) by five feet (5’), advertising the building            for rent or sale at a location mutually agreeable to LANDLORD and TENANT provided such            location is reasonably visible.

             

             
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**ARTICLE****XXI**

**AGREEMENT****BINDING**

 

21.01   The provisions of            “ARTICLE XVII” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE            XVII” were fully set forth herein as a direct obligation between LANDLORD and            TENANT hereunder.

 

**ARTICLE****XXII**

**RESTRICTIONS****ON****TENANT**

 

22.01   The provisions of            “ARTICLE XXII” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE            XXII” were fully set forth herein as a direct obligation between LANDLORD and            TENANT and any obligations of the LANDLORD to the OVERLANDLORD with respect to the            Demised Premises shall be complied with by TENANT.

             

**ARTICLE****XXIII**

**RENT****ABATEMENT**

 

23.01   As an inducement to enter            into this agreement, LANDLORD agrees to provide TENANT with the space rent free for the            six months of this agreement, as outlined in Article II, Section 2.01

 

**ARTICLE****XXIV**

**ALTERATIONS**

 

24.01   The provisions of            “ARTICLE XXIV” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE            XXIV” were fully set forth herein as a direct obligation between LANDLORD and            TENANT hereunder and any obligations of the LANDLORD to the OVERLANDLORD shall be            complied with by TENANT and OVERLANDLORD shall have any rights contained in the            Overlease against TENANT with respect to the Demised Premises.

 

24.02   In addition to and not in            limitation of paragraph “24.01” hereof, TENANT shall submit to LANDLORD for            LANDLORD’S and/or OVERLANDLORD’S approval the names of TENANT’S            contractor who will be responsible for TENANT’S alterations. TENANT shall also            deliver to LANDLORD prior to the commencement of any alterations a contract with            TENANT’S contractor setting forth an accurate price for the alterations and a            Payment and Performance Bond issued by a bonding company reasonably approved by            LANDLORD and/or OVERLANDLORD guarantying

             

             
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the            full performance of the work set forth on TENANT’S plans and full payment            therefor. In the event that during the course of TENANT’S work there shall be any            modifications of said plans, all such modifications (to the extent they increase the            contract price) shall be subject to LANDLORD’S and/or OVERLANDLORD’S prior            review and approval and if they increase the contract price, there shall be an increase            in the amount of the Payment and Performance Bond or in the alternative, the Bond shall            originally covered any and all changes.

             

**ARTICLE****XXV**

**DESTRUCTION****OF****PREMISES**

 

25.01   The Provisions of            “ARTICLE XXV” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE XXV”            were fully set forth herein as a direct obligation between LANDLORD and TENANT            hereunder and any obligations of the LANDLORD to the OVERLANDLORD with respects to the            Demised Premises shall be complied with by TENANT herein and OVERLANDLORD shall have            all rights contained in the Overlease against TENANT with respects to the Demised            Premises.

 

**ARTICLE****XXVI**

**END****OF****TERM**

 

26.01   The provisions of            “ARTICLE XXVI” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE            XXVI” were fully set forth herein as a direct obligation between LANDLORD and            TENANT hereunder and any obligations of the LANDLORD to the OVERLANDLORD with respect            to the Demised Premises shall be complied with by TENANT and OVERLANDLORD shall have            all rights contained in the Overlease against TENANT with respect to the Demised            Premises. In the event TENANT becomes a HOLDOVER, TENANT will be responsible for the            150% of the rent at the time TENANT becomes a HOLDOVER TENANT. TENANT will be            responsible to remove all equipment from the facility and restore facility to its            original condition prior to possession.

             

**ARTICLE****XXVII**

**CAPTIONS****AND****HEADINGS**

 

27.01   The provisions of            “ARTICLE XXVII” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE            XXVII” were fully set forth herein as a direct obligation between LANDLORD and            TENANT hereunder.

 

 
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**ARTICLE****XXVIII**

**DEFINITIONS**

 

28.01   The provisions of            “ARTICLE XXVIII” of the Overlease are deemed to be included herein and            shall apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE            XXVIII” were fully set forth herein as a direct obligation between LANDLORD and            TENANT.

 

**ARTICLE****XXIX**

**QUIET****ENJOYMENT**

 

29.01   The provisions of            “ARTICLE XXIX” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE            XXIX” were fully set forth herein as a direct obligation between LANDLORD and            TENANT hereunder.

 

**ARTICLE****XXX**

**LANDLORD****LIABILITY**

 

30.01   The provisions of            “ARTICLE XXX” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE XXX”            were fully set forth herein as a direct obligation between LANDLORD and TENANT            hereunder.

 

**ARTICLE****XXXI**

**BROKER**

 

31.01   LANDLORD and TENANT            warrant and represent that they have dealt with no broker in connection with this            transaction and each hereby indemnify the each other against any claims of any broker            by reason of such broker having had any conversations or dealings with either party in            connection with same transaction. If either party has breached the foregoing            provisions, such party agrees to reimburse the other party for any damages it might            sustain by reason of such claims including the cost of defending any action in            connection therewith and any reasonable legal fees in connection therewith.

             

**ARTICLE****XXXII**

**INDEMNITY**

 

32.01   The provisions of            “ARTICLE XXXII” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE            XXXII” were fully set forth herein as a direct obligation between LANDLORD and            TENANT hereunder and any obligations of the LANDLORD to

             

             
| **December 15, 2005** | 14 | /s/ JD | **Initial** | /s/ JU |
|-----------------------|----|--------|-------------|--------|

 

 

 
|   |   |   |
|--------|--------|--------|

 

 

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the            OVERLANDLORD with respect to the Demised Premises shall be complied with by TENANT and            OVERLANDLORD shall have all rights contained in the Overlease against TENANT with            respect to the Demised Premises.

 

**ARTICLE****XXXIII**

**SECURITY**

 

33.01   LANDLORD has agreed not to            hold a security deposit on behalf of the TENANT. However, TENANT has agreed, if            required by LANDLORD, due to TENANT’s continued late payments or at the            discretion of the LANDLORD, to deposit the sum of $50,000.00 to be held as security for            the faithful performance and observance by TENANT of the terms, provisions and            conditions of this lease. It is agreed that in the event TENANT defaults beyond            applicable grace and notice periods in respect of any of the terms, provisions and            conditions of this lease, including, but not limited to, the payment of Basic Annual            Rent and Additional Rent, LANDLORD may use, apply or retain the whole or any part of            the security so deposited to the extent required for the payment of any Basic Annual            Rent and Additional Rent or any other sum as to which TENANT is in default beyond            applicable grace and notice periods or for any sum which LANDLORD may expend or may be            required to expend by reason of TENANT’s default beyond applicable grace and            notice periods in respect of any of the terms, covenants and conditions of the lease.            The security deposit shall be placed in segregated account. In the event LANDLORD shall            apply all or any of TENANT’s security deposit then upon LANDLORD notifying TENANT            thereof, TENANT shall within ten (10) days of such notification replace the amount of            security so applied and the failure of TENANT to replace the same shall be deemed and            construed to be a failure in the payment of Additional Rent and LANDLORD shall have the            same remedies therefore as if TENANT had failed to pay any item of Additional Rent. In            the event that TENANT shall fully and faithfully comply with all the terms, provisions,            covenants and conditions of this lease, the security shall be returned to TENANT within            thirty (30) days after the date fixed as the end or sooner termination of the lease and            after delivery of entire possessions of the Demised Premises to LANDLORD free of all            subtenants, licensees, occupants and any right of possession. 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 security to the vendee or lessee            and the LANDLORD shall thereupon be released by TENANT from all liability for the            return of such security, and TENANT agrees to look to the new Landlord solely for the            return of said security; and it is agreed that the provisions hereof shall apply to            every transfer or assignment made of the security to a new Landlord. TENANT further            covenants that it will not assign or encumber or attempt to assign or encumber the            monies deposited herein as security and that neither LANDLORD nor its successors or            assigns shall be bound by any such assignment, encumbrances, attempted assignment or            attempted encumbrance.

 
| **December 15, 2005** | 15 | /s/ JD | **Initial** | /s/ JU |
|-----------------------|----|--------|-------------|--------|

 

 
|   |   |   |
|--------|--------|--------|

 

 

----

 

 

**ARTICLE****XXXIV**

 

INTENTIONALLY DELETED

 

**ARTICLE****XXXV**

**SEVERABILITY**

 

35.01   The provisions of            “ARTICLE XXXV” of the Overlease are deemed to be included herein and shall            apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE            XXXV” were fully set forth herein as a direct obligation between LANDLORD and            TENANT hereunder.

 

**ARTICLE****XXXVI**

**OPTION****TO****EXTEND****THE****TERM**

 

INTENTIONALLY DELETED

 

**ARTICLE****XXXVII**

**HAZARDOUS****MATERIALS**

 

36.01   The provisions of Section            37.01 of the Overlease are deemed to be included herein and shall apply as between            LANDLORD and TENANT hereunder as if the said Section 37.01 were fully set forth herein            as a direct obligation between LANDLORD and TENANT hereunder and any obligations of the            LANDLORD to the OVERLANDLORD with respect to the Demised Premises shall be complied            with by TENANT and OVERLANDLORD shall have all rights contained in the OVERLEASE            against TENANT with respect to the Demised Premises.

             

 

 

 

 

 

 

 
| **December 15, 2005** | 16 | /s/ JD | **Initial** | /s/ JU |
|-----------------------|----|--------|-------------|--------|

 

 
|   |   |   |
|--------|--------|--------|

 

 

----

 

 

**ARTICLE****XXXVIII**

**CONDITION****PRECEDENT**

 

37.01   This Lease is subject and            conditional upon the approval of the OVERLANDLORD.

 

**IN****WITNESS****WHEREOF**the parties have caused this            document to be executed the day and year first above written.

 

 
|   |   | CDI MANAGEMENT, INC. |
|--------|--------|----------------------|
|        |   | BY:                  | /s/ John L. Udell |
|   |   |                 |   |

 

 

 
|   |   | MID-COAST MANAGEMENT, INC. |
|--------|--------|----------------------------|
|        |   | BY:                        | /s/ Jesse Dobrinsky |
|   |   |                       |   |

 

 

 

 

 

 

 

 

 

 
| **December 15, 2005** | 17 | /s/ JD | **Initial** | /s/ JU |
|-----------------------|----|--------|-------------|--------|

 

 

 

 
|   |   |   |
|--------|--------|--------|