Exhibit
        10.2

      
OPERATING
        LEASE

      


      between

      


      WO
        GRAND
        HOTEL, LLC,

      


      Landlord

      


      And

      


      


      PLEASANT
        VALLEY 350 CATERING ASSOCIATES, L.L.C.,

      


      Tenant

      


      Leased
        Property:

      
 

      Catering
        Facility 

      Wilshire
        Grand Hotel

      350
        Pleasant Valley Way

      West
        Orange, New Jersey

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF
        CONTENTS

       

      
        
          
            	
                    ARTICLE
                      1     Demise and Term

                  	
                    1

                  
	
                    ARTICLE
                      2     Taxes and Common Area Expenses

                  	
                    3

                  
	
                    ARTICLE
                      3     Tenant’s Use and Operating
                      Covenants

                  	
                    8

                  
	
                    ARTICLE
                      4     Operating and Improvement
                      Fund and Required
                      Improvements

                  	
                    13

                  
	
                    ARTICLE
                      5     Electricity and Utilities

                  	
                    15

                  
	
                    ARTICLE
                      6     Tenant’s Changes

                  	
                    16

                  
	
                    ARTICLE
                      7     Notices

                  	
                    19

                  
	
                    ARTICLE
                      8     Subordination; Attornment

                  	
                    20

                  
	
                    ARTICLE
                      9     Default and Remedies

                  	
                    21

                  
	
                    ARTICLE
                      10   Reentry by Landlord

                  	
                    22

                  
	
                    ARTICLE
                      11   Surrender

                  	
                    23

                  
	
                    ARTICLE
                      12   Tenant’s Insurance

                  	
                    24

                  
	
                    ARTICLE
                      13   Non-Liability, Indemnification and Costs

                  	
                    27

                  
	
                    ARTICLE
                      14   Brokerage

                  	
                    28

                  
	
                    ARTICLE
                      15   Landlord’s Liability; Tenant’s Remedies

                  	
                    29

                  
	
                    ARTICLE
                      16   Assignment, Mortgaging, Subletting

                  	
                    29

                  
	
                    ARTICLE
                      17   Furniture, Fixtures and Equipment

                  	
                    29

                  
	
                    ARTICLE
                      18   Compliance with Laws

                  	
                    30

                  
	
                    ARTICLE
                      19   Repairs

                  	
                    31

                  
	
                    ARTICLE
                      20   Landlord’s Access

                  	
                    31

                  
	
                    ARTICLE
                      21   Signs

                  	
                    32

                  
	
                    ARTICLE
                      22   Hazardous Material

                  	
                    32

                  
	
                    ARTICLE
                      23   Casualty

                  	
                    33

                  
	
                    ARTICLE
                      24   Condemnation

                  	
                    34

                  
	
                    ARTICLE
                      25   Estoppel Certificate

                  	
                    34

                  


          

           

           

          
            
              
              

            

            
              i

              
                

              

            

            
              
              

            

          

           

          
            	
                    ARTICLE
                      26   Miscellaneous

                  	
                    34

                  
	
                    ARTICLE
                      27   Guaranty.

                  	
                    37

                  


          

        

      

       

      
        
          	
                  EXHIBIT
                    A Floor Plan of Facility

                	
                  A-1

                
	
                  EXHIBIT
                    B Floor Plan of Premises

                	B-1 
	
                  EXHIBIT
                    C Landlord’s Reservations

                	
                  C-1

                


        


        This
          index is included only as a matter of
          convenience of reference and shall not be deemed or construed in any way
          to
          define or limit the scope of the following Lease or the intent of any provision
          thereof.


      

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      


      OPERATING
        LEASE

      


      


      OPERATING
        LEASE (this “Lease”),
        dated
        as of September _____, 2005, between WO
        GRAND HOTEL, LLC,
        a New
        Jersey limited liability company, having an address c/o Wilshire Enterprises,
        Inc. One Gateway Center, 10th
        Floor,
        Newark, New Jersey 07102 (“Landlord)
        and
PLEASANT VALLEY
        350 CATERING ASSOCIATES, L.L.C.,
        a New
        Jersey limited liability company with an address at 131 U.S. Route 46, Suite
        45,
        Lodi, New Jersey 07644 (“Tenant”).
        

      


       RECITALS:

      WHEREAS,

      
         

        1.      
          Landlord
          is the owner of certain real property and the improvements located thereon
          including, without limitation, a hotel, catering facility and restaurant
          complex, known collectively as the Wilshire Grand Hotel and located at
          350
          Pleasant Valley Way, West Orange, New Jersey (collectively, the “Facility”),
          a
          floor plan of the first floor of which is annexed hereto and made a part
          hereof
          as Exhibit
          A;
          and

      

       

      2.     Landlord,
        as seller, and 350 Pleasant Valley Hotel Associates, L.L.C., as buyer, have
        entered into a Hotel Purchase Agreement dated of even date herewith (the
        “Purchase
        Agreement”)
        pursuant to which Landlord agreed to sell to such buyer and such buyer agreed
        to
        acquire from Landlord, the Facility, upon the terms and conditions set forth
        in
        the Purchase Agreement;

       

      3.    
        350
        Pleasant Valley Hotel Associates, L.L.C. is an affiliate of Tenant, having
        common ownership with Tenant;

       

      4.    
        In
        connection with the Purchase Agreement and prior to the closing thereunder,
        Tenant desires to use and occupy the portion of the Facility currently being
        used as a catering facility and Landlord is agreeable thereto, subject to
        and
        upon the terms, covenants and conditions set forth herein.

       

        
         NOW, THEREFORE, in consideration of the mutual covenants herein contained
        and other good and valuable consideration the receipt and sufficient of which
        are hereby acknowledged, Landlord and Tenant hereby agree as
        follows:

      


      ARTICLE
        1

      


      Demise
        and Term

      


      1.01    
        Landlord
        hereby leases to Tenant, and Tenant hereby hires from Landlord, upon and
        subject
        to the terms, covenants, provisions and conditions of this Lease, the following
        (the “Leased
        Property”):

      


      (a)      
        the
        portion of the first floor of the Facility shown hatched on the floor plan
        annexed hereto as Exhibit
        B
        and made
        a part hereof (the “Premises”);
        and


      


      (b)      the
        FF&E (as hereinafter defined). 

      


      Tenant
        acknowledges that the floor plan annexed hereto as Exhibit
        B
        is
        solely for the purpose of identifying the Premises and nothing set forth
        in this
        Lease shall be construed to be a representation or covenant as to the dimensions
        and/or square foot area of the Premises. Tenant acknowledges that the floor
        plan
        annexed hereto as Exhibit
        A
        is
        solely for the purpose of identifying the Facility and nothing set forth
        in this
        Lease shall be construed to be a representation or covenant as to the dimensions
        and/or square foot area of the Facility.

       

       

      
 

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      1.02    
        The
        term
        of this Lease (the “Term”)
        shall
        commence on the date hereof (the “Commencement
        Date”),
        and
        shall end on the earliest to occur of the following (the “Expiration
        Date”):
        (i)
        the date of any expiration or termination of the Purchase Agreement, (ii)
        December 29, 2005 (provided that if, and only if, the Scheduled Closing Date
        (as
        defined in the Purchase Agreement) is duly extended pursuant to Section 9.1
        of
        the Purchase Agreement, then the date “December 29, 2005” set forth in this
        clause shall be deemed to be the earlier of (x) the adjourned Closing Date
        (as
        defined in the Purchase Agreement) pursuant to the Purchase Agreement and
        (y)
        March 28, 2006, or (iii) the date such Term shall sooner cease and terminate
        as
        herein provided. For all purposes of this Lease, the term “Business
        Day”
        shall
        mean any Monday through Friday that is not a New Jersey State or Federal
        holiday
        for which financial institutions or post offices are generally closed in
        the
        State of New Jersey. The foregoing notwithstanding, only if the Closing (as
        defined in the Purchase Agreement) shall actually occur on the Scheduled
        Closing
        Date (as defined in the Purchase Agreement, and as same may be adjourned
        pursuant to the Purchase Agreement), and if Buyer shall request a reasonable
        period prior to the Scheduled Closing Date, then immediately prior to the
        Closing (but subject to the Closing actually occurring) the Term shall be
        extended to the date two (2) days after Closing, but such extension shall
        be
        without liability or obligation on the part of Landlord (and this exculpation
        of
        Landlord shall survive the Closing and the extension of the term). 

      


      1.03    
        Tenant
        acknowledges delivery of possession of the Leased Property and accepts the
        Leased Property in its “as is” condition on the Commencement Date. Tenant
        further acknowledges that it has had full opportunity to inspect the Leased
        Property and the Facility and to review such documents and records as it
        deems
        necessary or appropriate concerning the Leased Property and the Facility,
        including, without limitation, the condition of the soil, subsoil, surface
        or
        other physical condition of the Facility; the existence or non existence
        of
        hazardous or toxic materials, wastes or substances or archaeological matters,
        the fitness or suitability of the Leased Property for any particular use
        or
        purpose, applicable restrictive covenants, governmental laws, rules,
        regulations, and limitations; the zoning subdivision, use, density, location
        or
        development of the Facility; the necessity or availability or unavailability
        of
        any rezoning, zoning variances, conditional use permits, special management
        area
        permits, building permits, environmental impact statements, certificates
        of
        occupancy and other governmental permits, approvals or acts; the physical
        condition of the Leased Property and the Facility, including but not limited
        to,
        the structural elements, foundation, roof, appurtenances, access, landscaping
        and electrical, mechanical, HVAC, plumbing, sewage, and utility systems,
        facilities and appliances (if any), the Facility’s compliance or non-compliance
        with any building code, OSHA, the ADA and other Legal Requirements (as such
        terms are hereinafter defined), the size, dimension, or topography of the
        Leased
        Property and the Facility and surface, soil geologic, drainage, flooding
        or
        groundwater conditions or other physical conditions and characteristics of
        or
        affecting the Leased Property and the Facility or adjoining land. Tenant
        represents that it is not relying on any representation or warranty of Landlord
        or Landlord’s agents or employees with respect to the condition of the Leased
        Property and Tenant waives any claim or action against Landlord in respect
        thereof. Landlord makes no warranty or representation, express or implied,
        in
        respect of the Leased Property or any part thereof, either as to its fitness
        for
        use, design or condition for any particular use or purpose or otherwise,
        or as
        to the quality of the material or workmanship therein, latent or patent,
        it
        being agreed that all such risks are to be borne by Tenant. Tenant further
        acknowledges and agrees that Landlord has no obligation to perform any work,
        supply any materials, incur any expense or make any alterations or improvements
        to the Leased Property to prepare the Leased Property for Tenant’s
        occupancy.

      
 

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      1.04    
        During
        the Term, Tenant, its agents, employees, contractors, guests and invitees
        shall
        have the non-exclusive right to use, in common with Landlord and other tenants
        and occupants of the Facility, and their agents, employees, contractors,
        guests
        and invitees, the parking and landscaped areas, common entrances, exits,
        roadways, streets, curbs, driveways and delivery areas of the Facility that
        are
        designated by Landlord for common use at the Facility (the “Common
        Areas”).
        Landlord makes no representation as to the condition, use or otherwise with
        respect to the Common Areas. The Common Areas shall be subject to the exclusive
        control and management of Landlord and Landlord shall have the right to
        establish, modify, change and enforce reasonable rules and regulations with
        respect to the Common Areas, including, without limitation, with respect
        to the
        parking areas, for the proper care and operation of same, and Tenant agrees
        to
        abide by and conform with such rules and regulations. Landlord shall have
        the
        right, without liability to Tenant, to close any part of the Common Areas
        for
        such time as may be necessary for the repair, maintenance or replacement
        thereof
        and/or to make modifications to the Common Areas as Landlord deems necessary
        or
        desirable. Tenant agrees that it shall not use any portion of the Common
        Areas
        in any manner which would unreasonably or materially interfere with the use
        thereof by Landlord and/or any other occupant of the Facility and their agents,
        employees, contractors, guests and invitees. Except as expressly provided
        in
        this Lease, Tenant shall have no right to use any facilities or services
        of the
        Facility.

      


      1.05    
        Notwithstanding
        any provision of this Lease to the contrary, in no event may Tenant, its
        employees, contractors, agents, guests and invitees (“Tenant
        Parties”)
        use
        more than an aggregate of 125 parking spaces at the Facility (the “Parking
        Areas”),
        it
        being acknowledged by Tenant that all of such parking spaces shall be at
        the
        rear of the Facility and that some or all of these parking spaces may be
        unstriped or unmarked. Tenant acknowledges that the Restaurant Tenant has
        been
        granted certain exclusive parking rights pursuant to the Restaurant Lease
        and
        Tenant agrees that no Tenant Party shall park vehicles in any area exclusively
        reserved for use by the Restaurant Tenant (as such area may change from time
        to
        time) Tenant further acknowledges that the number of spaces in the Parking
        Areas
        that are available for use by Tenant Parties may be insufficient to accommodate
        Tenant’s parking requirements and that Tenant may be required to locate
        alternate parking for Tenant Parties from time to time, which may include
        arrangements for valet parking for guests (without expense to Landlord) at
        Tenant’s events in the Premises. Tenant agrees to provide such valet parking
        whenever so requested by Landlord. Tenant’s employees and contractors shall park
        their vehicles only in such portions of the Parking Areas that are located
        in
        the rear of the Facility. Except as otherwise herein provided, Tenant Parties
        shall park trucks and delivery vehicles only in those portions of the Parking
        Areas at the rear of the facility that Landlord from time to time shall
        designate to Tenant, and no trucks may be parked anywhere in the Parking
        Areas
        except for delivery purposes. To the extent that Tenant’s contractors require
        parking in other portions of the Parking Areas in connection with the
        performance of their work in the Premises, such contractors shall park their
        vehicles only in those portions of the Parking Areas as Landlord may from
        time
        to time reasonably designate for that purpose. 

      


      ARTICLE
        2

       

      Taxes
        and Common Area Expenses

      


      2.01    
        For
        the
        purposes of this Lease the words and terms which follow shall have the following
        meanings:

      


      (a)    
“Common
        Area Expenses”
        shall
        mean any and all costs and expenses incurred by Landlord in connection with
        the
        repair, maintenance and operation of the Common Areas or which otherwise
        are
        costs of repair, maintenance and/or operation of improvements, equipment,
        fixtures, and/or building systems shared by or servicing the Premises and
        other
        areas of the Facility (including without limitation exterior repair and
        maintenance, and repair and maintenance of building systems) (“Shared
        Facilities”),
        including, but not limited to the following: (i) repair, maintenance and
        cleaning (interior and exterior) of Common Areas and Shared Facilities, (ii)
        holiday decorations, (iii) the cost of all insurance carried by Landlord
        applicable to the Facility (such insurance not being limited to the Common
        Areas
        or the Shared Facilities, but to include all Landlord’s insurance respecting the
        Facility, including, without limitation, the hotel portion of the Facility)
        including, without limitation, primary and excess liability, fire and extended
        coverage, vandalism and all broad form coverage; (iv) supplies; (v) all charges
        for permits, approvals and authorizations required pursuant to applicable
        Legal
        Requirements; (vi) the cost of landscaping, site maintenance and refuse and
        snow
        removal including but not limited to curb cuts, curbs, and sidewalks adjacent
        to
        the Facility; (vii) repair and maintenance of the canopy, if any over the
        sidewalks; and (viii) cost of operating, servicing, maintaining, repairing
        and
        replacing the security, fire-alarm and other life-safety, and traffic
        systems.

       

      
 

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (b)    
        “Taxes”
        shall
        mean any and all real estate taxes, assessments and special assessments,
        governmental levies, municipal taxes, county taxes, village taxes and school
        taxes, business improvement district assessments, special ad valorem levies,
        and
        any other governmental charges levied, assessed or imposed upon or with respect
        to the Facility including water charges and sewer rents, by any municipal
        or
        other governments or governmental bodies or authorities. If at any time during
        the Term the methods of taxation prevailing on the date hereof shall be altered
        so that in lieu of, or as an addition to or as a substitute for, the whole
        or
        any part of such taxes, assessments, charges and levies now imposed on real
        estate, there shall be levied, assessed or imposed (x) a tax, assessment,
        levy,
        imposition, license fee or charge wholly or partially as a capital levy or
        otherwise on the rents received therefrom, or (y) any other such additional
        or
        substitute tax, assessment, levy, imposition, fee or charge, then all such
        taxes, assessments, levies, impositions, fees or charges or the part thereof
        so
        measured or based shall be deemed to be included within the term “Taxes” for the
        purposes hereof, but only to the extent such tax is imposed exclusively upon
        owners or lessees of real property and provided such tax is computed as if
        the
        Facility were the only property of Landlord. Except as set forth in the
        preceding sentence, the term “Taxes” shall, exclude any net income, franchise or
“value added” tax, inheritance tax, gift or succession or transfer tax, capital
        stock, mortgage recording or estate tax imposed or constituting a lien upon
        Landlord, its members or partners or all or any part of the
        Facility.

      


      (c)    
        “Tax
        Year”
        shall
        mean the fiscal year for real estate tax purposes adopted by the taxing
        authority occurring during the Term.

      


      (d)    
        “CAM
        Statement”
        shall
        mean a statement in writing setting forth the amount payable by Tenant on
        account of Common Area Expenses.

      


      (e)    
        “Tax
        Statement”
        shall
        mean a statement in writing setting forth the amount payable by Tenant on
        account of Taxes.

      


      (f)    
        “Tenant’s
        Proportionate Tax Share”
        shall
        mean (a) thirty percent (30.0%) for the period from the date of this Lease
        until
        the date immediately preceding the date four (4) months after the date of
        this
        Lease and (b) thirty nine and six tenths percent (39.6%) for the period from
        and
        after the date four (4) months after the date of this Lease.

      


      (g)    
        “Tenant’s
        Proportionate CAM Share”
        shall
        mean thirty percent (30.0%).

      


      (h)    
        “Tenant’s
        Proportionate Utility Share”
        shall
        mean (a) twenty three percent (23%) for the period from the date of this
        Lease
        until the date immediately preceding the date fourteen weeks after the date
        of
        this Lease and (b) twenty-eight percent (28%) for the period from and after
        the
        date fourteen (14) weeks after the date of this Lease.

      


      (i)    
        “Utility
        Costs”
        shall
        mean any and all costs and expenses incurred by Landlord for heat, ventilation,
        air-conditioning, electricity, gas, and/or any other utility furnished to
        the
        Facility or any part thereof (excluding, however, phone service, cable or
        computer service, and water service), including, without limitation, the
        hotel
        portion of the facility, the Common Areas, and/or the Premises, together
        with
        all applicable taxes, impositions, service charges, surcharges, premium time
        charges, standby charges, reservation charges, and all other charges of the
        provider of such utility service. 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (j)    
         “Utility
        Statement”
        shall
        mean a statement in writing setting forth the amount payable by Tenant on
        account of Utility Costs.

       

      2.02    
        Tenant
        shall pay to Landlord an amount equal to Tenant’s Proportionate Tax Share of
        Taxes for each Tax Year during which any portion of the Term occurs, prorated
        to
        reflect the portion of the Tax Year occurring during the Term (“Tenant’s
        Tax Amount”).
        Tenant shall pay to Landlord one twelfth (1/12th)
        of
        Tenant’s Tax Amount on the first day of each month during the Term on account of
        Tenant’s Tax Amount (partial months to be prorated), as same may be adjusted as
        hereafter provided. The parties confirm that Tenant shall pay $10,075.66
        per
        month (partial months to be prorated) on account of Tenant’s Tax Amount for the
        period from the date hereof until and including January 29, 2006, and $13,723.61
        per month (partial months to be prorated) on account of Tenant’s Tax Amount
        thereafter, subject to adjustment as hereinafter provided. If the Taxes for
        any
        Tax Year shall be adjusted by the taxing authority during the Term, or if
        Tenant’s Tax Amount otherwise shall change in accordance with the provisions of
        this Lease, or if the monthly amounts above specified must be revised to
        accurately reflect Tenant’s Tax Amount, Landlord shall furnish Tenant with
        notice of such adjustment and the corresponding adjustment in Tenant’s monthly
        payment on account of Tenant’s Tax Amount. If the Taxes for the Tax Year are
        adjusted such that the total amount paid by Tenant is less than Tenant’s Tax
        Amount, Tenant shall pay the amount of such deficiency to Landlord within
        then
        (10) days after Landlord shall furnish to Tenant a Tax Statement therefor.
        If
        the total amount paid by Tenant for any Tax Year exceeds Tenant’s Tax Amount,
        then provided Tenant is not in default under this Lease in respect of any
        monetary obligation of Tenant (without regard to any notice or cure period)
        or
        in default beyond any applicable notice and cure period in respect of any
        other
        obligation of Tenant under this Lease, Landlord shall pay the amount of such
        excess simultaneously with delivery of such Tax Statement to Tenant
        Notwithstanding any provision of this Lease to the contrary, if as a result
        of
        any work or improvements performed by Tenant in the Premises, any assessment
        is
        imposed or Taxes shall increase (a “Tenant
        Improvement Tax”),
        Tenant shall be solely responsible for such Tenant Improvement Tax and for
        purposes of this Lease the term Tenant’s Tax Amount shall include any such
        Tenant Improvement Tax. Tenant’s obligation to pay Tenant’s Tax Amount shall
        survive the expiration or sooner termination of this Lease.

      


      2.03    
        Tenant
        shall pay to Landlord an amount equal to Tenant’s Proportionate CAM Share of
        Common Area Expenses for each calendar year in which any portion of the Term
        occurs, prorated to reflect the portion of the calendar year occurring during
        the Term (“Tenant’s
        CAM Amount”).
        Promptly following the Commencement Date Landlord shall furnish to Tenant
        a CAM
        Statement setting forth Landlord’s estimate of Common Area Expenses for the 2005
        calendar year (each calendar year in which any portion of the Term occurs,
        a
“Computation
        Year”).
        Tenant shall pay to Landlord on the first day of each month during the Term
        one-twelfth (1/12) of the amount shown on such CAM Statement (partial months
        to
        be prorated), as same may be adjusted as hereafter provided. If Landlord’s
        estimate of Tenant’s CAM Amount for any Computation Year shall change at any
        time, Landlord shall furnish Tenant with notice of such adjustment and the
        corresponding adjustment in Tenant’s monthly payment on account of Tenant’s CAM
        Amount. Following the end of each Computation Year Landlord shall furnish
        Tenant
        with a CAM Statement showing the actual Common Area Expenses for the Computation
        Year prorated to reflect the portion of the Computation Year occurring during
        the Term and Tenant’s Proportionate CAM Share thereof. If the total amount paid
        by Tenant on account of Common Areas Expenses is less than the amount shown
        on
        such CAM Statement, Tenant shall pay the amount of such deficiency to Landlord
        within twenty (20) days after Landlord shall furnish the CAM Statement to
        Tenant. If the total amount paid by Tenant exceeds the amount shown on such
        CAM
        Statement, then provided Tenant is not in default under this Lease, Landlord
        shall pay the amount of such excess to Tenant simultaneously with the delivery
        of such CAM Statement to Tenant. Tenant’s obligation to pay Common Area Expenses
        shall survive the expiration or sooner termination of this Lease.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      2.04    
        Tenant
        shall pay to Landlord an amount equal to Tenant’s Proportionate Utility Share of
        Utility Costs for each calendar year in which any portion of the Term occurs,
        prorated to reflect the portion of the calendar year occurring during the
        Term
        (“Tenant’s
        Utility Amount”).
        Promptly following the Commencement Date Landlord shall furnish to Tenant
        a
        Utility Statement setting forth Landlord’s estimate of Utility Costs for the
        2005 calendar year. Tenant shall pay to Landlord, on the first day of each
        month
        during the Term, one-twelfth (1/12) of the amount shown on such Utility
        Statement (partial months to be prorated), as same may be adjusted as hereafter
        provided. If Landlord’s estimate of Tenant’s Utility Amount for any Computation
        Year shall change at any time, Landlord shall furnish Tenant with notice
        of such
        adjustment and the corresponding adjustment in Tenant’s monthly payment on
        account of Tenant’s Utility Amount. Following the end of each Computation Year
        Landlord shall furnish Tenant with a Utility Statement showing the actual
        Utility Costs for the Computation Year prorated to reflect the portion of
        the
        Computation Year occurring during the Term and Tenant’s Proportionate Utility
        Share thereof. If the total amount paid by Tenant on account of Utility Costs
        is
        less than the amount shown on such Utility Statement, Tenant shall pay the
        amount of such deficiency to Landlord within twenty (20) days after Landlord
        shall furnish the Utility Statement to Tenant. If the total amount paid by
        Tenant exceeds the amount shown on such Utility Statement, then provided
        Tenant
        is not in default under this Lease, Landlord shall pay the amount of such
        excess
        to Tenant simultaneously with the delivery of such CAM Statement to Tenant.
        Tenant’s obligation to pay Utility Costss shall survive the expiration or sooner
        termination of this Lease.

      


      2.05    
        Tenant
        shall pay to Landlord three hundred dollars ($300) per month, on the first
        day
        of each month (partial months to be prorated), commencing on the Commencement
        Date, representing the agreed upon payment by Tenant to Landlord for water
        consumed at the Premises (“Tenant’s
        Water Amount”).
        

      


      2.06    
        Each
        Tax
        Statement, CAM Statement and Utility Statement (as the case may be, a
“Statement”)
        shall
        be conclusive and binding upon Tenant, unless Tenant gives notice to Landlord
        within sixty (60) days after receipt of such Statement, of Tenant’s election to
        have Tenant’s designated (in such notice) Approved CPA (as hereinafter defined)
        examine such of Landlord’s books and records (collectively, “Records”)
        as are
        directly relevant to the Statement in question. In making such examination,
        Tenant agrees, and shall cause its designated Certified Public Accountant
        to
        agree, to keep confidential (i) any and all information contained in such
        Records and (ii) the circumstances and details pertaining to such examination
        and any dispute or settlement between Landlord and Tenant arising out of
        such
        examination; and Tenant will confirm and cause its Certified Public Accountant
        to confirm such agreement in a separate written agreement, if requested by
        Landlord. Pending the resolution of any contest pursuant to the terms hereof,
        Tenant shall continue to pay all sums as determined to be due in the first
        instance by such Statement and upon the resolution of such contest, appropriate
        adjustment shall be made in accordance therewith. For purposes of this Lease,
        an
“Approved
        CPA”
        shall
        mean a certified public accountant, licensed in the State of New Jersey,
        who is
        not an Affiliate (as hereinafter defined) of Tenant and is reasonably acceptable
        to Landlord, and who is not paid a fee or commission based in whole or in
        part
        on the amount of any reduction in the amounts payable by Tenant.

      


      2.07    
        Tenant
        shall pay “Tenant
        Charges”
        consisting of all Taxes, Common Area Expenses, Utility Costs, Tenant’s Water
        Amount and all other sums of money as shall become due from and payable by
        Tenant to Landlord under this Lease, all to be paid in lawful money of the
        United States of America to Landlord at its office, or such other place,
        or to
        such agent, and at such place, as Landlord may designate by written notice
        to
        Tenant. Such payment of Tenant Charges shall be by check, subject to collection.
        Tenant covenants and agrees to pay all Tenant Charges promptly when due without
        notice or demand therefor and without any abatement, deduction or setoff
        for any
        reason whatsoever, except as otherwise provided herein. Tenant’s obligation to
        pay Tenant Charges which have accrued prior to the expiration or termination
        of
        this Lease shall survive the expiration or termination of this
        Lease.

       

      
        
          
          

        

        
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      2.08    
        No
        payment by Tenant or receipt or acceptance by Landlord of a lesser amount
        than
        the correct amount of the Tenant Charges shall be deemed to be other than
        a
        payment on account, nor shall any endorsement or statement on any check or
        any
        letter accompanying any check or payment be deemed an accord and satisfaction,
        and Landlord may accept such check or payment without prejudice to Landlord’s
        right to recover the balance or pursue any other remedy in this Lease or
        at law
        provided.

      


      2.09    
        If
        Tenant
        shall fail to pay Tenant Charges due hereunder for more than seven (7) days
        after the same becomes due and payable, Tenant shall pay Landlord a late
        charge
        of five cents ($0.05) for each dollar of such Tenant Charges as shall not
        have
        been paid to Landlord within said seven (7) day period;
        provided,
        however,
        that if Tenant shall default in the timely payment of any Tenant Charge on
        the
        date due more than two (2) times, then commencing with the third such event
        Tenant shall pay a
        late
        charge of five cents ($0.05) for each dollar of such Tenant Charges as shall
        not
        have been paid to Landlord on the date due, and such late charge shall
        be
        deemed to be Tenant Charges.
        Such
        late charge shall be without prejudice to any of Landlord’s rights and remedies
        hereunder or at law for nonpayment of rent, shall be in addition thereto
        and
        shall be deemed to be Tenant Charges.

      


      2.10    
        If
        Tenant
        shall fail to pay any Tenant Charges by the date ten (10) day after the date
        on
        which such payment is due, in addition to (and not in lieu of) the late charge
        provided for Section 2.07 hereof, Tenant shall pay interest thereon at the
        rate
        which is the lesser of (i) ten (10%) percent per annum or (ii) the maximum
        rate
        of interest allowed by applicable law(s), if any, then prevailing, from the
        date
        on which such installment or payment is due to the date of payment thereof,
        and
        such interest shall be deemed to be Tenant Charges; provided,
        however,
        that if
        Tenant shall default in the timely payment of any Tenant Charge on the date
        due
        more than two (2) times, then commencing with the third such event Tenant
        shall
        pay interest thereon at the rate of ten (10%) percent per annum or the maximum
        rate of interest allowed by applicable law(s), if any, then prevailing, from
        the
        date on which such installment or payment is due to the date of payment thereof.
        Such interest charge shall be without prejudice to any of Landlord’s rights and
        remedies hereunder or at law for nonpayment of rent, shall be in addition
        thereto and shall be deemed to be Tenant Charges.

      


      2.11    
        Anything
        herein to the contrary notwithstanding if, in the reasonable judgment of
        Landlord, it is possible to determine or to reasonably estimate whether there
        has been any overpayment or underpayment by Tenant of any Tenant’s Tax Amount,
        Tenant’s Cam Amount, Tenant’s Utility Amount, or any other Tenant Charge,
        respecting any period of time, prior to the expiration of the applicable
        Tax
        Year or Computation Year, as the case may be, Landlord shall have the right,
        but
        not the obligation, prior to the end of the applicable Tax Year or Computation
        Year, as the case may be, to furnish a Statement showing the actual (or
        Landlord’s reasonable estimate of) Tenant’s Tax Amount, Tenant’s Cam Amount,
        Tenant’s Utility Amount, or other Tenant Charge for the applicable period. If
        the total amount paid by Tenant on account of the applicable Tenant Charge
        is
        less than the amount shown on such Statement, Tenant shall pay the amount
        of
        such deficiency to Landlord within twenty (20) days after Landlord shall
        furnish
        the Statement to Tenant (or, if sooner, simultaneously with the Closing under
        the Purchase Agreement). If the total amount paid by Tenant exceeds the amount
        shown on such Statement, then provided Tenant is not in default under this
        Lease, Landlord shall pay the amount of such excess to Tenant simultaneously
        with the delivery of such Statement to Tenant. This provision shall survive
        the
        expiration or termination of this Lease.

       

      
        
          
          

        

        
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      ARTICLE
        3

       

      Tenant’s
        Use and Operating Covenants

      


      3.01    
        Subject
        to and in accordance with the provisions of this Lease, Tenant shall use
        the
        Leased Property for the operation of a first-class, full service catering
        facility for on-premises events. Tenant
        agrees not to permit or suffer the use of the Leased Property for any other
        business or purpose. 

      


      3.02    
        Tenant,
        recognizing that the Facility has been developed and is maintained as a
        first-class hotel and restaurant complex and as an additional inducement
        to
        Landlord to enter into this Lease, covenants and agrees that at all times
        during
        the Term, the business to be conducted in the Premises, including, but not
        limited to, the (i) amenities, services, staffing, appearance and deportment
        of
        personnel, sales methods and advertising, and (ii) quality and presentation
        of
        food and beverages, menu, décor, style of furnishing, lighting and other
        appurtenances, and (iii) quality, condition, and utility of the equipment,
        and
        machinery used in connection therewith, will be in conformity with customary
        standards of practice among comparable facilities in Essex County, New Jersey
        and shall conform in all respects to the reasonable standards of the Facility
        consistent with the foregoing as communicated by Landlord to Tenant from
        time to
        time during the Term and all applicable Legal Requirements (collectively,
        the
“Operating
        Standard”);
        it
        being understood and agreed that (i) the parties contemplate that the Operating
        Standard as applicable to the standards and quality of food and service for
        catering services are in all events intended to equal or exceed those of
        the
        catering services operating in the vicinity of the Facility known as Ridgefield
        Regency Caterers (of Bloomfield Avenue, Verona, NJ), Mayfair Farms Caterers
        (of
        Eagle Rock Avenue, West Orange, NJ), and Main Event Caterers (of Englewood,
        NJ)
        (the
“Approved
        Off-Premises Caterers”),
        and
        (ii) the use of any caterer at the Premises other than the Approved Off-Premises
        Caterers shall require the prior written consent of Landlord in each instance
        (not to be unreasonably withheld or delayed provided such other caterer meets
        the Operating Standard). Tenant agrees that its failure to operate the Leased
        Property in accordance with the Operating Standard shall be a material default
        under this Lease. In no event may Tenant use or permit the use of the Premises
        for a cabaret, discothèque or bar or for any obscene or pornographic purposes or
        any nude or semi-nude performances and Tenant will not bring or permit any
        obscene or pornographic material on the Premises. For purposes hereof
“pornographic” is defined as any object, writing or other material or any
        activity with prurient appeal or that is concerned with lewd or prurient
        sexual
        activity; and “obscene” is defined as it is in N.J.S. Section 2C:34-2 and
        34-3.

      


      3.03    
        Neither
        Tenant nor any Affiliate of Tenant shall or shall have any right to, without
        Landlord’s prior written consent in Landlord’s sole discretion, use the name
“Wilshire” or any derivation thereof (either alone or in combination with any
        other words) to identify Tenant’s business or operations, whether at the
        Premises or otherwise, Landlord shall (except as may be otherwise specifically
        provided in the Purchase Agreement) have and retain all property rights in
        and
        the right to use the name “Wilshire” and “Wilshire Grand Hotel” and any other
        name of the Facility and Landlord shall have the absolute right to change
        the
        name of the Facility at any time and from time to time, upon reasonable prior
        notice to Tenant. Tenant shall have no property right to any such name whether
        or not same becomes associated with Tenant’s business at the Facility. For
        purposes of this Lease, an “Affiliate”
        of
        Tenant means any entity that directly or indirectly controls, is controlled
        by,
        or is under common control with Tenant and “control”
        shall
        mean possession of the power to direct or cause the direction of the policies
        and management of Tenant, whether by ownership of voting securities, contract
        or
        otherwise.

       

      
        
          
          

        

        
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      3.04    
        Landlord
        makes no representation that Tenant may lawfully use the Premises for any
        purpose, including without limitation the use permitted hereunder, and Tenant
        specifically acknowledges that no certificate of occupancy or any other
        certificate, permit or approval has been issued with respect to the Premises.
        Tenant agrees to make prompt, complete and full application to the applicable
        governmental authority for a permanent unconditional certificate of occupancy
        for the Premises approving the use thereof as a catering facility and Tenant
        shall, at Tenant’s sole cost and expense (except as otherwise expressly provided
        in Article 4 of this Lease), diligently and expeditiously prosecute such
        application, including, but not limited to, by performing all work, making
        all
        alterations and taking all other action as may be required in order to obtain
        such certificate of occupancy. Upon receipt of such certificate of occupancy,
        Tenant shall maintain same in full force and effect during the
        Term.

      


      3.05    
        Tenant
        shall not at any time use or occupy the Leased Property or the Facility,
        or
        suffer or permit anyone to use or occupy the Leased Property, which in any
        manner (i) violates any certificate of occupancy (including any temporary
        certificate of occupancy) issued with respect to the Premises or any applicable
        certificate of occupancy (including any temporary certificate of occupancy)
        issued with respect to the Facility; (ii) causes or is liable to cause injury
        to
        the Leased Property or the Facility or any equipment, facilities or systems
        therein; (iii) constitutes a violation of any Legal Requirements or the
        requirements of insurance bodies; (iv) impairs or tends to impair the proper
        and
        economic maintenance, operation and repair of the Facility and/or its equipment,
        facilities or systems; (v) repeatedly or habitually annoys or inconveniences
        other tenants or occupants of the Facility; (vi) constitutes a nuisance,
        public
        or private; (vii) makes unobtainable from reputable insurance companies
        authorized to do business in the State of New Jersey any fire insurance with
        extended coverage, or liability, elevator, boiler or other insurance at standard
        rates required to be furnished by Landlord under the terms of any mortgages
        covering the Facility; or (viii) discharges objectionable fumes, vapors or
        odors
        into the Facility’s flues or vents or otherwise. 

      


      3.06    
        Tenant,
        at its sole cost and expense, shall (i) procure, comply with and thereafter
        maintain all necessary licenses, permits, certificates and other permissions
        required from time to time by any governmental authority having jurisdiction
        over the Facility and the Leased Property, for the proper and lawful operation
        of Tenant’s business in the Premises and the use thereof or which from time to
        time may become or are necessary with respect to any alteration, repair or
        improvement of the Leased Property, (ii) submit copies of all such licenses,
        permits and certificates to Landlord, for its inspection upon request and
        in all
        events prior to Tenant opening the Premises for the conduct of business,
        and
        (iii) submit copies of new or renewal licenses, permits and certificates,
        expiring during the term of this Lease at least twenty (20) days before such
        expiration. Tenant shall, at its sole cost and expense, but utilizing Landlord’s
        designated contractor, maintain all fire detection and fighting equipment
        and
        all appurtenances thereto which have been or are hereafter installed in the
        Leased Property. If any governmental authority having jurisdiction over the
        Facility and the Leased Property shall require additional fire fighting or
        detection equipment, Tenant agrees to install and (utilizing Landlord’s
        contractor, as aforesaid) maintain such equipment at its sole cost and
        expense.

      


      3.07    
        Tenant
        further covenants and agrees that Tenant will, at Tenant’s sole cost and
        expense:

      


      (i)    
        clean
        the
        interior and exterior of the windows and doors (including, in each case,
        the
        frames therefor) in the Premises and in the perimeter walls thereof whenever
        in
        the judgment of Landlord necessary but in no event less frequently than on
        a
        quarterly basis;

      


      (ii)    
        keep
        the
        Leased Property clean, and in a neat, sanitary condition; keep the duct work
        to
        the main vertical risers clean in a manner and under conditions satisfactory
        to
        Landlord; keep all plumbing in the Leased Property and sanitary systems and
        installations serving the Leased Property in a good state of repair and
        operating condition to the points they connect with the main vertical risers
        and
        stacks of the Facility;

      
 

      
        
          
          

        

        
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      (iii)    
        as
        soon
        as practicable and in any event within five (5) days after any glass (including
        mirrors) in the Leased Property and the perimeter and demising walls thereof
        is
        broken or cracked, including a so-called “bulls eye” break in the glass, replace
        such glass with matching glass of similar kind and quality and as may be
        necessary or desirable in connection with such replacement, repair or replace
        the frames for such glass, and in the event Tenant shall fail to so replace
        such
        glass and if necessary repair or replace such frames as aforesaid in a manner
        satisfactory to Landlord, then Landlord, upon ten (10) days notice to Tenant,
        may replace the glass, if necessary, and repair or replace such frames on
        Tenant’s behalf and Tenant shall, within ten (10) days after Landlord’s demand
        therefor, pay to Landlord as Additional Rent the reasonable costs incurred
        by
        Landlord in so doing. Throughout the Term, Tenant shall keep all glass in
        the
        Leased Property and in the perimeter and demising walls thereof, the frames
        for
        such glass, and any lettering and ornamentation on such glass insured against
        damage (including temporary repairs) for the benefit of Tenant, Landlord,
        Landlord’s managing agent and any Superior Mortgagee or Superior Lessor (as such
        terms are hereinafter defined) whose name is furnished to Tenant by Landlord,
        furnishing Landlord with a separate policy or policies for such glass insurance,
        in such form and placed with such carriers as are required pursuant to the
        provisions of Article 12 of this Lease;

      


      (iv)    
        keep
        the
        Leased Property free from rats, mice, insects and other vermin and, maintain
        a
        contract with a competent rodent, roach, insect or vermin exterminating company
        providing extermination services not less frequently than monthly; 

      


      (v)    
        contract
        for the removal of rubbish and refuse from the Leased Property with a contractor
        who is reasonably satisfactory to Landlord and bag and remove all rubbish
        and
        other debris from the Leased Property daily during hours and through areas
        designated by Landlord under conditions approved by Landlord; 

      


      (vi)    
        install
        any necessary grease traps and other apparatus and keep same clean and
        maintained in good order and repair for the purpose of preventing any stoppage
        or interference with the general plumbing or sewerage system of the Facility
        emanating from the Leased Property and promptly remove and/or repair any
        stoppage or interference with such plumbing or sewerage system; and

      


      (vii)    
        maintain
        a fire suppression system in compliance with applicable Legal Requirements
        in
        good working condition.

      


      3.08    
        Tenant
        shall not (i) permit or allow the sale or offering for sale of food or beverages
        from the Leased Property for off-premises consumption, (ii) distribute, anywhere
        in the vicinity of the Facility, circulars, flyers or any other type of printed
        advertisement or announcements, (iii) or keep or permit to be kept any animals
        (except seeing-eye dogs) in or about the Facility.


      
        
          
          

        

        
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      3.09    
        (a)    
        Promptly
        following the Commencement Date Tenant shall establish an office at a location
        in the Premises to be approved by Landlord (the area of which shall not exceed
        900 square feet) and shall arrange for such staffing utilizing Tenant’s own
        personnel, office machinery, supplies and telephone service (including a
        telephone number separate from Landlord’s telephone number at the Facility) as
        may be required for the proper operation of the business to be conducted
        in the
        Premises in accordance with the Operating Standard, including but not limited
        to, receiving and accepting reservations for catering and other events to
        be
        held at the Premises (“Reservations”).
        Landlord agrees to transfer telephone calls for Tenant received at Landlord’s
        switchboard, to Tenant’s office telephone line and Tenant agrees to pay the
        incremental labor cost incurred by Landlord in connection therewith. Tenant
        shall maintain a written schedule of rates and charges for events to be held
        in
        the Premises which rates and charges shall be commercially reasonable and
        shall
        be subject to Landlord’s prior written approval (which approval shall not be
        unreasonably withheld or delayed). Tenant shall furnish such scheduled rates
        and
        charges to Landlord upon request from time to time; and such rates approved
        by
        Landlord shall be utilized by Tenant for all events at the Premises (unless
        Landlord otherwise shall specifically agree in writing). Prior to accepting
        any
        Reservation, Tenant shall submit to Landlord, for Landlord’s approval, the name
        and address of the party making the Reservation (the “Reserving
        Party”),
        the
        date and time of the proposed Reservation, a brief description of the event,
        a
        reasonable estimate of the charges and such other information as Landlord
        shall
        reasonably request. Landlord shall not unreasonably withhold its consent
        to any
        Reservation submitted by Tenant, provided that Landlord may reject any
        Reservation if Landlord has received a Reservation for the same date and
        during
        hours that conflict with the Reservation submitted by Tenant. Subject to
        the
        foregoing, Tenant agrees to accept Reservations for events requiring an
        off-premises caterer to provide food and beverages, including, without
        limitation, events at which only kosher food and beverages may be served
        (“Special
        Reservations”);
        and
        in respect of such Special Reservations Tenant shall (at reasonable prices
        approved by Landlord) provide the room, set up, kitchen use (if the kitchen
        is
        then operational) (including, but not limited to, by making the kitchen
        available for inspection and cleaning, prior to the date of the Special
        Reservation) and similar services customarily supplied in such circumstances.
        Any off-premises caterer supplying food and/or beverages to the Premises
        shall
        be subject to Landlord’s approval (except for an Approved Off-Premises Caterer)
        and Tenant shall permit any off-premises caterer approved by Landlord to
        use the
        Leased Property in connection with any Special Reservation. If Tenant receives
        a
        request for any Special Reservation which is approved by Landlord in accordance
        with the provisions of this Section 3.09, Tenant will provide all
        reasonable cooperation in connection with any such Special Reservation.
        Notwithstanding any provision of this Section 3.09 to the contrary,
        Tenant agrees to honor, for its account, (i) all Reservations accepted by
        Landlord prior to the date hereof and any deposits made therefor, including,
        but
        not limited to the Reservations on the dates set forth on Exhibit C
        annexed hereto, and (ii) any Reservation made by Landlord after the date
        hereof
        provided same does not conflict with a Reservation previously approved by
        Landlord in accordance with the provisions of this Section 3.09. Tenant
        shall keep records and books of account in which full, true and correct entries
        in all material respects will be made of dealings and transaction in relation
        to
        the business and affairs of Tenant. Subject to the provisions of this Section
        3.09(a), Tenant shall not enter into, accept, amend, revise, cancel or
        terminate any Reservation without the prior consent of Landlord (not to be
        unreasonably withheld or delayed). It is understood that Landlord makes no
        representation, warranty or guaranty concerning the Reservations set forth
        on
Exhibit C, and Landlord shall have no liability or obligation to Tenant,
        nor shall Tenant have any rights or remedies as against Landlord or this
        Lease,
        if any party to any of the Reservations set forth on Exhibit C shall fail
        to honor its obligations in connection with any such Reservations, or otherwise
        shall default in connection therewith or cause any damage to Tenant in
        connection therewith.

       

      
        (b)    
          Tenant
          shall deliver to Landlord, immediately upon receipt, all deposits, reservation
          fees and similar advance payments, whether in cash, by way of letter of
          credit
          or otherwise and held as security for the performance of the obligations
          of the
          parties to all of the Reservations, including without limitation Special
          Reservations (“Reservation
          Deposits”),
          together with such documents of assignment, if any, as Landlord from time
          to
          time may request. Landlord shall segregate the Reservation Deposits from
          monies
          of Landlord (it being agreed that cash Reservation Deposits shall be held
          by
          Landlord in a non-interest bearing account of Landlord), and, within a
          reasonable period of time after request by Tenant therefor (provided such
          request by Tenant is made at a reasonable time and in accordance with the
          terms
          of the Reservation) shall disburse the Reservation Deposit (or the applicable
          portion thereof) (i) to Tenant, when and if Landlord reasonably
          believes
          (based on written substantiation by Tenant) that such Reservation Deposit
          is
          payable to Tenant as a result of (1) a cancellation of the respective
          Reservation on terms which entitle Tenant to keep and retain the Reservation
          Deposit or (2) the performance by Tenant of Tenant’s obligations respecting the
          Reservation on terms which entitle Tenant to keep and retain the Reservation
          Deposit, or (ii) to the other party to the Reservation, when and if Landlord
          reasonably believes that such Reservation Deposit is payable to such party
          as a
          result of (1) a cancellation of the respective Reservation on terms which
          entitle such party to a return of the Reservation Deposit or (2) the failure
          of
          performance by Tenant of Tenant’s obligations respecting the Reservation on
          terms which entitle such party to a full or partial return of the Reservation
          Deposit. Tenant shall cooperate with Landlord in good faith to assist Landlord
          in determining when and whether a Reservation Deposit (or any portion thereof)
          shall be disbursed to Tenant or another party. If there shall be any dispute
          as
          to whether Tenant or another party to the Reservation Deposit (or any portion
          thereof), or if Landlord shall be unsure at to whether Landlord should
          disburse
          the Reservation Deposit (or any portion thereof) to Tenant or another party
          Landlord shall be entitled to hold the Reservation Deposit until:
          (i) Landlord receives instructions signed by both Tenant and the
          other
          party, setting forth the manner in which the Reservation Deposit shall
          be
          delivered or (ii) Landlord files an interpleader action, naming Tenant
          and the
          other party as defendants and setting forth their respective adverse claims
          to
          the Reservation Deposit, and the Reservation Deposit shall be delivered
          in
          accordance with an order or judgment issued by a court of competent
          jurisdiction. Tenant shall not dispose of or encumber all or any part of
          the
          Reservation Deposit while on deposit with Landlord. Tenant agrees that
          Landlord
          shall not be liable to Tenant or any other party for any act or omission
          on its
          part respecting the Reservation Deposits unless such action is taken or
          suffered
          as the result of the willful misconduct or gross negligence of Landlord.
          Landlord shall incur no liability for acting upon any instruction, notice,
          receipt or document believed by it to be genuine and to have been made,
          signed,
          sent or presented by a person or persons authorized to perform such acts.
          Landlord shall have no duty or obligation to ascertain the truth or accuracy
          of
          any factual statements made by either of the parties respecting the Reservation
          Deposits and shall have no liability whatsoever for any action taken in
          reliance
          upon any assertion of fact contained in any document or receipt respecting
          same.
          Tenant shall be liable to and shall reimburse and indemnify Landlord for,
          and
          defend and hold it harmless against, any loss, claim, cost, obligation,
          liability or expense, including but not limited to reasonable attorneys’ fees
          and expenses, incurred by Landlord in connection with the Reservation Deposits
          and/or Landlord’s good faith efforts to perform its agreements respecting the
          Reservation Deposits (except to the extent of such loss, liability, or
          expense
          incurred as the result of the willful misconduct or gross negligence of
          Landlord); and the provisions of this sentence shall survive the expiration
          or
          termination of this Lease.

      

       

      
        
          
          

        

        
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      3.10    
        Tenant
        agrees that (i) all service of alcoholic beverages at the Premises by or
        for
        Tenant shall be in accordance with all requirements of law, and through the
        services of duly licensed off-premises caterers, (ii) anything in this Lease
        to
        the contrary notwithstanding, in no event shall Landlord be obligated to
        provide
        any service of alcoholic beverages at the Premises, (iii) notwithstanding
        the
        existence (on the date hereof or in the future) of any Reservations or
        agreements with an off-premises caterer to provide alcoholic beverage service
        at
        the Premises, (A) Tenant shall not permit such caterer to provide such service
        if it shall be unlawful for such caterer to provide such service (whether
        by
        reason of Landlord having a liquor license or otherwise), (B) if such service
        by
        such off-premises caterer shall not be lawful, Tenant shall be responsible,
        at
        Tenant’s cost and expense, for amending such Reservations or agreements with
        such off-premises caterer so that such off-premises caterer shall not provide
        such service, and (C) Landlord shall have no liability or obligation to Tenant
        in connection therewith, nor shall Tenant have any rights or remedies against
        Landlord or this Lease. Tenant acknowledges that Landlord shall have the
        right,
        at any time, and at Landlord’s sole option, to deactivate and/or “pocket” the
        liquor license applicable to the catering premises at the Facility and to
        take
        all steps and actions reasonably deemed appropriate by Landlord in connection
        therewith.  

      


      3.11    
        Throughout
        the Term, Tenant agrees to conduct continuously in the entire Premises the
        business set forth in this Article 3 and shall remain open for business
        (which shall include, without limitation, having on site an employee of Tenant
        for the purpose of discussing Reservations with potential customers, booking
        Reservations, and addressing issues concerning existing Reservations, between
        the hours of 10:00 a.m. and 7:00 p.m. on every Tuesday through Sunday).


       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      3.12    
        Tenant
        acknowledges that Tenant is not being granted any exclusive right with respect
        to the use permitted by this Lease and that Landlord may permit other portions
        of the Facility to be used for the same or similar purposes, including but
        not
        limited to the restaurant currently operating in the Facility adjacent to
        the
        Premises.

      


      3.13    
        Tenant
        shall provide, at Tenant’s sole cost and expense, security personnel and
        security services for functions in the Premises as Landlord may request from
        time to time.

      


      3.14    
        Tenant
        acknowledges that Landlord’s damages resulting from any breach of the provisions
        of this Article are difficult, if not impossible to ascertain and agrees
        that,
        among other remedies for such breach permitted by law or the provisions of
        this
        Lease, Landlord shall be entitled to enjoin Tenant from any violation of
        said
        provisions.

      


      ARTICLE
        4

       

      Operating
        and Improvement Fund and Required Improvements

      


      4.01    
        Tenant
        hereby covenants and agrees to perform and complete the following work in
        and to
        the Leased Property in a good and workerlike manner and in accordance with
        the
        Operating Standard, at Tenant’s sole cost and expense except as otherwise
        provided in this Article 4 and subject to the terms and conditions of this
        Lease
        (the “Tenant
        Improvements”):

      


      (a)    
        Repair
        portion of the roof over the kitchen in the Premises and other portions of
        the
        Facility roof as Landlord from time to time shall designate in writing to
        Tenant;

      


      (b)    
        Installation
        of new kitchen facility in the Premises; 

      


      (c)     
        Pave,
        repave, apply blacktop to and otherwise finish such portions of the Parking
        Area
        as Landlord from time to time shall designate in writing to Tenant;

      


      (d)    
        Repair
        and repaint rear wall on first floor of the Premises; and

      


      (e)    
        Work
        from
        time to time designated by Landlord which is required so that the Premises
        or
        any other portion of the Facility designated by Landlord can be lawfully
        occupied and business operated thereat, or otherwise to cure any violations
        affecting any portion thereof.

      


      The
        Tenant Improvements shall be performed in such order and with such priority
        as
        Landlord shall approve from time to time and in accordance with the provisions
        of this Lease, including, but not limited to, Article
        6
        hereof.
        Subject to the provisions of Article
        6
        hereof,
        Tenant shall in good faith, diligently and expeditiously commence and prosecute
        the Tenant Improvements and complete same as soon as reasonably practicable
        following the Commencement Date and in no event later than ten (10) days
        following the Commencement Date.

      


      4.02    
        Tenant
        has deposited the sum of One Million ($1,000,000.00) Dollars representing
        the
        Fund, to the Fund Account, as such capitalized terms are defined in and in
        accordance with the provisions of the Purchase Agreement. Landlord and Tenant
        agree that the Fund shall be used for only the following purposes:

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (a)    
        Subject
        to the provisions of this Section
        4.02,
        up to
        an aggregate of $25,000 per month, on a non-cumulative basis (the “Monthly
        Expense Cap”)
        may be
        used to reimburse Tenant for only the following expenses of operating the
        Leased
        Property (collectively, “Reimbursable
        Expenses”):
        (i)
        Taxes, (ii) utilities, (iii) maintenance and repairs that are approved by
        Landlord, and (iv) insurance, provided that no contractor, subcontractor
        or
        supplier providing such maintenance, repairs or insurance shall be an Affiliate
        of Tenant and the charges for same shall not exceed prevailing charges for
        comparable insurance, maintenance and repairs in Essex County, New Jersey.
        Tenant shall request reimbursement for Reimbursable Expenses by submitting
        to
        Landlord paid invoices for any items included in Reimbursable Expenses for
        each
        month during the Term for Landlord’s approval, together with such reasonable
        substantiation therefore as Landlord may require. Provided this Lease is
        in full
        force and effect and Tenant is not in default under any provision hereof,
        upon
        Landlord’s approval of such invoices and substantiation, Landlord shall pay the
        amount thereof to Tenant from the Fund to the extent the balance remaining
        therein, as the Fund is disbursed and applied pursuant to the provisions
        of this
Article
        4
        from
        time to time (the “Fund
        Balance”),
        shall
        be sufficient for such purpose; provided, however, that Landlord shall not
        be
        required to make a disbursement to Tenant for Reimbursable Expenses more
        than
        once per month and the aggregate amount so reimbursed during each month of
        the
        Term shall not exceed the Monthly Expense Cap. Tenant shall be responsible
        to
        pay, without reimbursement of any kind, all operating expenses of the Leased
        Property, that are not Reimbursable Expenses and Reimbursable Expenses that
        exceed the lesser of the (i) Monthly Expense Cap in any month during the
        Term,
        or (ii) Fund Balance. 

      


      (b)    
        The
        Fund
        Balance, if any, may be applied to the Capital Costs (as hereinafter defined)
        of
        the Tenant Improvements, provided that as of the date on which Landlord is
        required to make a disbursement pursuant to this Section
        4.02(b)
        this
        Lease is in full force and effect and Tenant shall not be in default under
        this
        Lease in respect of any monetary obligation of Tenant (without regard to
        any
        notice or cure period) or in default under beyond any applicable notice and
        cure
        period in respect of any other obligation of Tenant under any provision hereof.
        Tenant shall pay all costs of the Tenant Improvements in excess of the Fund
        Balance. For purposes of this Article
        4“Capital
        Costs”
        shall
        mean only those costs related to the Tenant Improvements that are required
        to be
        capitalized in accordance with generally accepted accounting principles
        consistently applied. Tenant shall not be entitled to receive any portion
        of the
        Fund Balance not actually expended by Tenant for Capital Costs prior to the
        Expiration Date or earlier termination of this Lease, nor shall Tenant have
        any
        right to apply any unexpended portion of the Fund Balance as a credit against
        Reimbursable Expenses in excess of the Monthly Expense Cap or any other
        obligation of Tenant hereunder. Landlord shall pay amounts on account of
        the
        Capital Costs of the Tenant Improvements from the Fund Balance following
        the
        final completion of each item included in the Tenant Improvements and submission
        by Tenant to Landlord of a written requisition, signed by Tenant and accompanied
        by (i) copies of paid invoices covering such Tenant Improvements,
        (ii) a written certification from Tenant’s architect or general contractor
        stating that (A) the Tenant Improvements described on such invoices
        have
        been completed in accordance with the plans and specifications approved by
        Landlord, (B) such work has been paid in full by Tenant, and (C) all
        contractors, subcontractors and materialmen have delivered to Tenant waivers
        of
        lien with respect to such work (copies of which shall be included with such
        architect’s certification), (iii) proof of the satisfactory completion of
        all required inspections and the issuance of any required approvals and
        sign-offs by the applicable governmental authorities with respect thereto,
        and
        (iv) such other documents and information as Landlord may reasonably
        request. The right to receive Landlord’s Contribution is for the exclusive
        benefit of Tenant, and in no event shall such right be assigned to or be
        enforceable by or for the benefit of any third party, including any contractor,
        subcontractor, materialman, laborer, architect, engineer, attorney or
        otherwise.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      4.03    
        Any
        portion of the Fund Balance not actually expended prior to the Expiration
        Date
        or earlier termination of this Lease shall be paid in accordance with the
        applicable provisions of Article 4 of the Purchase Agreement.

      


      ARTICLE
        5

       

      Electricity
        and Utilities

      


      5.01    
        Except
        as
        may be otherwise specifically provided in this Lease, Landlord shall not
        supply
        to the Leased Property or be responsible for the supply to the Leased Property
        of any utilities or services whatsoever, including, without limitation, heat,
        air conditioning, water, ventilation, gas, steam, waste disposal, electricity
        or
        cleaning. Tenant shall utilize all services or utilities required by Tenant
        (i)
        in compliance with (a) all Legal Requirements, (b) all rules and regulations
        of
        Landlord and any public utility or other company furnishing such service
        or
        utility, and (c) the provisions of this Lease, including, without limitation,
        Article 6 hereof, and (ii) so as not to exceed the operating specifications
        or
        operating parameters of any building service or equipment at the Facility.
        

      


      5.02    
        Tenant’s
        use of electric current in the Leased Property shall not at any time exceed
        the
        capacity of any of the electrical conductors and equipment in or otherwise
        serving the Leased Property. Tenant shall not make or perform or permit the
        making or performing of any alterations to wiring installations or other
        electrical facilities in or serving the Leased Property without the prior
        written consent of Landlord in each instance. Should Landlord grant any such
        consent, any additional risers, feeders, or other equipment proper or necessary
        to supply Tenant’s electrical requirements, will be installed by Tenant, at
        Tenant’s expense (or, at Landlord’s option, same will be installed by Landlord,
        at the sole cost and expense of Tenant), if, in Landlord’s sole judgment, the
        same are necessary and will not cause permanent damage or injury to the Facility
        or the Leased Property, or cause or create a dangerous or hazardous condition
        or
        entail excessive or unreasonable alterations, repairs or expense or materially
        or unreasonably interfere with or disturb other tenants or
        occupants..

      


      5.03    
        Anything
        in this Lease to the contrary notwithstanding, Landlord shall not be liable
        in
        any way to Tenant for any failure or defect in the supply or character of
        electric energy, steam, gas, water, heating, venting and/or air conditioning
        or
        other utilities, if any, furnished to the Leased Property by reason of any
        requirement, act or omission of the public utility serving the Facility with
        electricity, steam, gas, water, or other utilities, if any, or for any other
        reason not attributable to the gross negligence or willful misconduct of
        Landlord. Interruption or curtailment of such services shall not constitute
        a
        constructive eviction nor entitle Landlord to any compensation.

      


      5.04    
        Landlord
        reserves the right without liability to Tenant and without constituting any
        claim of constructive eviction, to stop or interrupt any heating, lighting,
        heating ventilating, air conditioning, gas, steam, power, water, waste disposal,
        electricity, labor or other service to make repairs or improvements reasonably
        deemed necessary or appropriate by Landlord or by reason of fire, casualty
        or
        accident, strike, labor dispute, failure of sources of supply, act of God,
        riot
        or civil disturbance, law, order, rule or regulation of any government authority
        or by reason of any other similar or dissimilar cause beyond the reasonable
        control of Landlord. No such stoppage or interruption shall entitle Tenant
        to
        any compensation nor shall this Lease or any of the obligations of Tenant
        be
        affected or reduced by reason of any such stoppage or interruption.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        6

       

      Tenant’s
        Changes

      


      6.01    
        Tenant
        shall not make any alterations, improvements, installations additions or
        other
        physical changes in or about the Leased Property, including, but not limited
        to,
        the Tenant Improvements (collectively, “Tenant’s
        Changes”),
        other
        than Permitted Decorative Alterations (hereinafter defined) without Landlord’s
        prior consent, which may be withheld in Landlord’s sole discretion. For the
        purposes of this Lease, “Permitted
        Decorative Alterations”
        shall
        mean interior decorative alterations (not visible from outside the Premises)
        such as painting, wall coverings and carpeting, the cost of which, either
        individually or in the aggregate in respect of any work or changes which
        are
        related, do not exceed $5,000.00. Tenant shall not make any Tenant Changes,
        including without limitation Tenant Improvements and Permitted Decorative
        Alterations, except in accordance with the following conditions (it being
        understood that the performance by Tenant of the Tenant Improvements by Tenant
        has been approved in concept, but remains subject to the following
        conditions):

      


      (a)    
        all
        Tenant’s Changes shall (1) be performed in a good and workmanlike manner, free
        of defects, in accordance with the plans and specifications required under
        Section 6.01(b) hereof, (2) be performed by the contractors required under
        Section 6.01(c) hereof, and shall otherwise be of material, workmanship,
        quality, manufacture and design, at least equal to the Operating Standard,
        (3)
        (except for Permitted Decorative Installations) be performed under the
        supervision of a licensed architect required under Section 6.01(b) hereof
        or a
        construction manager approved by Landlord, (4) be performed in compliance
        with
        all Legal Requirements and the terms of this Lease, and (5) utilize and/or
        include only equipment that shall be in good and safe operating condition,
        of a
        quality at least equal to Operating Standard, and shall not include any
        materials or equipment shall be subject to any lien or other
        encumbrance.

      


      (b)    
        Tenant,
        at Tenant’s expense, shall (i) prepare and furnish to Landlord detailed
        architectural and engineering working drawings in connection with all Tenant’s
        Changes, and (ii) file all required architectural, mechanical and electrical
        drawings with all appropriate governmental authorities and obtain all necessary
        approvals and permits, and Tenant shall obtain Landlord’s prior written approval
        of the drawings referred to in clauses (i) and (ii) hereof, which approval
        Landlord may withhold in its sole and absolute discretion;

      


      (c)    
        the
        architect and/or engineer utilized by Tenant to prepare Tenant’s working
        drawings in connection with Tenant’s Changes and the contractor who shall
        perform Tenant’s Changes shall be subject to Landlord’s prior written approval;
        provided, however, Landlord’s approval to the contractor that performs the
        Tenant’s Changes (notwithstanding that Landlord’s prior approval shall be
        required to the Tenant’s Changes themselves) shall not be required for (1)
        Permitted Decorative Alterations, (2) demolition of non-structural, non-bearing
        interior walls which are not visible from outside the Premises and which
        demolition does not require any change to or re-routing of, or otherwise
        affect,
        any mechanical, electrical, plumbing, sanitary, sprinkler, heating, ventilation
        and air conditioning, security, life-safety, elevator and other service systems
        or facilities (including any systems or facilities exclusively serving the
        Premises), or (3) carpentry work associated with the installation of kitchen
        equipment (it being understood however, that all electrical and plumbing
        work
        and all other work (whether or not relating to the kitchen installations)
        shall
        be performed by professionals duly licensed in the State of New
        Jersey;

      


      (d)    
        prior
        to
        the commencement of Tenant’s Changes, Tenant shall furnish to Landlord
        certificates evidencing the existence of (y) worker’s compensation insurance
        covering all persons employed for such work, and (2) commercial general
        liability and property damage insurance naming Landlord, its designees,
        Landlord’s managing agent, any Superior Mortgagee or Superior Lessor or other
        party or person whose name is furnished by Landlord to Tenant, and Tenant
        as
        insureds with coverage of at least $1,000,000 single limit, with $24,000,000
        umbrella liability with respect to each of the liability coverages required
        hereunder; 

      
 

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (e)    
        Tenant
        shall reimburse Landlord, within twenty (20) days after being billed therefor,
        for all out-of-pocket costs incurred by Landlord for the fees of any architect,
        engineer and/or construction consultant retained by Landlord for reviewing
        Tenant’s plans and inspecting Tenant’s Changes and the performance thereof;
        and

      


      (f)    
        Tenant
        shall perform Tenant’s Changes in accordance with Landlord’s then standard rules
        and regulations with respect to construction at the Facility.

      


      6.02    
        Tenant
        agrees that Tenant’s Changes will be performed only between the hours of 8:00
        a.m. and 6:00 p.m. on Monday through Fridays (legal holidays excepted), and
        between the hours of 10:00 am and 6:00 p.m. on Saturdays (legal holidays
        excepted), unless otherwise directed by Landlord (it being agreed that that
        Tenant will not perform any Tenant Changes during any period which, in the
        reasonable judgment of Landlord, would interfere with the preparation for
        or
        conduct of any booking, event, or reservation, provided that Landlord shall
        provide to Tenant not less than three (3) business days (or such shorter
        notice
        as may be practical under the circumstances) prior notice (which may be oral
        if
        given to one of Buyer’s Principals (as defined in the Purchase Agreement) or to
        the manager of the Facility) of the time(s) such preparation and conduct
        is
        scheduled). Tenant further agrees that (i) Tenant Changes will be performed
        without disturbance to any occupants of the Facility, (ii) Tenant will
        immediately (after completing such immediate work as may be necessary to
        avoid
        danger of injury to person or damage to property) cease any work upon notice
        by
        Landlord (which may be oral if given to one of Buyer’s Principals or to the
        manager of the Facility) that any work is disturbing any occupants of the
        Facility), and (iii) Tenant’s work shall not affect the structural and
        mechanical parts of the Facility. At any and all times during the progress
        of
        Tenant’s Changes, Landlord shall be entitled to have a representative or
        representatives on the site to inspect Tenant’s Changes (but no such inspection
        shall give rise to any liability or obligation on the part of Landlord),
        and
        such representative or representatives shall have free and unrestricted access
        to any and every part of the Leased Property. Tenant shall advise Landlord
        in
        writing of Tenant’s general contractor and all subcontractors who are to perform
        Tenant’s Changes, and such contractors shall be subject to Landlord’s prior
        written approval.

      


      6.03    
        Tenant,
        in performing Tenant’s Changes will, at its own cost and expense, promptly
        comply with all applicable Legal Requirements, including without limitation
        the
        Americans with Disabilities Act, 42 U.S.C.A. §§ 12101 et seq. (the
“ADA”).
        Tenant
        shall not do or fail to do any act which shall or may render the Leased Property
        or the Facility liable to any mechanic’s lien or other lien and if any such lien
        or liens be filed against the Facility or against Tenant’s Changes, or any part
        thereof, Tenant will, at Tenant’s own cost and expense, promptly remove the same
        of record within thirty (30) days after the filing of such lien or liens;
        or in
        default thereof, Landlord may cause any such lien or liens to be removed
        of
        record by payment of bond or otherwise, as Landlord may elect, and Tenant
        will
        reimburse Landlord for all reasonable costs and expenses incurred by Landlord
        incidental to the removal of any such lien or liens incurred by Landlord.
        Tenant
        shall indemnify and save harmless Landlord of and from all claims, counsel
        fees,
        loss, damage and expenses whatsoever by reason of any liens, charges or payments
        of any kind whatsoever that may be incurred or become chargeable against
        Landlord or the Facility, or Tenant’s Changes or any part thereof, by reason of
        any work done or to be done or materials furnished or to be furnished to
        or upon
        the Leased Property in connection with Tenant’s Changes (and Tenant’s
        obligations hereunder shall survive the expiration or termination of this
        Lease). All materialmen, contractors, artisans, mechanics and laborers and
        other
        persons contracting with Tenant with respect to the Leased Property or any
        part
        thereof, are hereby charged with notice that liens are expressly prohibited
        and
        that they must look solely to Tenant to secure payment for any work done
        or
        material furnished for Tenant’s Changes or for any other purpose. 

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      6.04    
        Landlord,
        prior to granting its consent to any Tenant’s Changes, may impose such
        conditions (in addition to those expressly provided in this Lease) as to
        guarantee of completion and payment and of restoration or otherwise as Landlord
        may consider desirable. In no event shall Landlord be required to grant its
        consent to any Tenant’s Changes which would physically affect any part of the
        Facility outside of the Leased Property or would in Landlord’s judgment
        adversely affect the proper functioning of any of the mechanical, electrical,
        sanitary or other service systems of the Facility or the structural elements
        of
        the Facility.

      


      6.05    
        Tenant
        agrees that the performance of Tenant’s Changes shall not violate Landlord’s
        union contracts, if any, affecting the Facility, or create any work stoppage,
        picketing, labor disruption or dispute or disharmony or any interference
        with
        the business of Landlord or any tenant or occupant of the Facility. Tenant
        shall
        immediately stop work or other activity in connection with Tenant’s Changes if
        Landlord notifies Tenant that continuing such work or activity (i) would
        violate
        Landlord’s union contracts affecting the Facility, or (ii) may create any work
        stoppage, picketing, labor disruption or dispute or disharmony or any
        interference with the business of Landlord or any tenant or occupant of the
        Facility.

      


      6.06    
        Upon
        completion of Tenant’s Changes, Tenant, at Tenant’s sole cost and expense, shall
        deliver to Landlord the following:

      


      (a)    
        evidence
        satisfactory to Landlord that all of Tenant’s Changes have been completed and
        paid for in full, that any and all liens therefor that have been or might
        be
        filed have been discharged of record (by payment, bond, order of a court
        of
        competent jurisdiction or otherwise) or waived, and that no security interests
        relating thereto are outstanding;

      


      (b)    
        as-built
        plans and specifications showing the exact nature and location of Tenant’s
        Changes; and

      


      (c)    
        a
        certificate of a registered architect or licensed professional engineer
        certifying to Landlord that Tenant’s Changes has been completed in a good and
        workmanlike manner and in accordance with the final plans approved by Landlord
        and in compliance with all applicable Legal Requirements. 

      


      6.07    
        All
        Tenant Changes shall be the property of Landlord and shall not be removed
        by
        Tenant without the prior approval of Landlord. The preceding sentence
        notwithstanding, on or prior to the date of expiration or termination of
        this
        Lease Tenant shall, at Tenant’s expense, remove all of tenant’s personal
        property and, unless otherwise directed by Landlord remove any Tenant
        Changes which have not been approved by Landlord. Tenant shall repair and
        restore, in a good and workmanlike manner, any damage to the Premises or
        the
        Facility caused by Tenant’s removal of any Tenant Changes or Tenant’s personal
        property, and if Tenant fails to do so, Tenant shall reimburse Landlord,
        on
        demand, for Landlord’s cost of repairing and restoring such damage. The
        obligations of Tenant under this provision shall survive the expiration or
        termination of this Lease.

      


      6.08    
        The
        approval of plans or specifications, or the consent by Landlord to the making
        of
        any Tenant Changes, or the inspection by Landlord of any Tenant Changes,
        does
        not constitute Landlord’s agreement or representation that such plans,
        specifications or Tenant Changes comply with any Legal Requirements or the
        certificate of occupancy or any other permit. Landlord shall have no liability
        to Tenant or any other party in connection with Landlord’s approval of plans and
        specifications, or any architect or contractor, for any Tenant Changes, or
        Landlord’s consent to Tenant’s performing any Tenant Changes. If, as the result
        of any Tenant Changes made by or on behalf of Tenant, Landlord is required
        to
        make any alterations or improvements to any part of the Facility in order
        to
        comply with any Legal Requirements, whether or not in the Premises, Tenant
        shall
        pay all costs and expenses incurred by Landlord in connection with such
        alterations or improvements upon demand by Landlord.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        7

       

      Notices 

      


      7.01    
        Any
        notice, statement, demand, consent, approval or other communication required
        or
        permitted to be given, rendered or made by either party to this Lease or
        pursuant to any applicable Legal Requirement, law or requirement of public
        authority (collectively, “notices” shall be in writing (whether or not so stated
        elsewhere in this Lease) and shall be deemed to have been properly given,
        rendered or made only if sent by next business day delivery by a nationally
        recognized overnight courier service (e.g., Federal Express) requiring receipt
        for delivery or registered or certified mail, return receipt requested, posted
        in a United States post office station or letter box in the continental United
        States, addressed to the other part as follows:

      


      If
        to
        Landlord:

      


      WO
        Grand
        Hotel, LLC

      c/o
        Wilshire Enterprises, Inc.

      One
        Gateway Center

      10th
        Floor

      Newark,
        New Jersey 07102

      Attention:
        Dan Pryor, President

      Fax:
        201
        420 6012

      


      with
        a
        copy to:

      


      Herrick
        Feinstein LLP

      210
        Carnegie Center

      Princeton,
        New Jersey 08540

      Phone:
        (609) 452-3807

      Fax:
        (609) 520-9095

      Attn:
        Mark B. Rosenman, Esq.

      


      and
        if to
        Tenant:

      


      PLEASANT
        VALLEY 350 CATERING ASSOCIATES, L.L.C.

      131
        U.S.
        Route 46, Suite 45 

      Lodi,
        New
        Jersey 07644

      Phone:
        (201) 705 3774

      Fax:
        (973) 779 5149

      Attention:
        Mr. David Weiss

      With
        a
        copy to:

      Feinstein
        Raiss Kelin & Booker, LLC

      100
        Executive Drive, Suite 360

      West
        Orange, NJ 07052

      Phone:
        (973) 324-5400

      Fax:
        (973) 731-4669

      Attn:
        Larry Raiss, Esq.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


      and
        shall
        be deemed to have been given, rendered or made (x) on the first business
        day
        following the date sent if sent by a nationally recognized courier service
        or
        (y) on the second business day following the day so mailed, unless mailed
        to a
        location outside of the State of New Jersey, in which case it shall be deemed
        to
        have been given, rendered or made on the third business day after the day
        so
        mailed. Either party may, by notice as aforesaid, designate a different address
        or addresses for notices intended for it. Notwithstanding the foregoing,
        with
        respect to an occurrence presenting imminent danger to the health or safety
        of
        persons or damage to property in, on or about the Facility or during a postal
        strike, notices may be hand delivered to a party at the address to which
        notices
        to that party are to be sent, provided that the same notice is also sent
        in the
        manner set forth above.

      


      7.02    
        In
        addition to the foregoing, either Landlord or Tenant may, from time to time,
        request in writing that the other party serve a copy of any notice on one
        other
        person or entity designated in such request, such service to be effected
        as
        provided in this Article 7.

      


      7.03    
        Whenever
        Landlord is required or desires to send any notice or other communication
        to
        Tenant under or pursuant to this Lease, such notice or communication, if
        sent by
        the Landlord’s managing agent or its attorneys, shall, for all purposes, be
        deemed to have been sent by Landlord.

      


      ARTICLE
        8

       

      Subordination;
        Attornment

      


      8.01    
        This
        Lease and all rights of Tenant under this Lease are subject and subordinate
        to
        any and all ground or underlying leases and to any and all mortgages now
        or
        hereafter affecting the Leased Property, or the real property of which the
        Leased Property forms a part, and to any renewals, modifications,
        consolidations, replacements or extensions of any such leases or mortgages.
        This
        provision is self-operative and no further instrument of subordination is
        required. Tenant shall, however, within ten (10) days following request
        therefor, execute and deliver to Landlord any instrument evidencing or
        confirming this subordination and, if Tenant shall fail to do so, Landlord
        is
        hereby irrevocably authorized (as attorney-in-fact, coupled with an interest)
        to
        execute any such instrument for and on behalf of Tenant. Any lease to which
        this
        Lease is, at the time referred to, subject and subordinate is herein called
        a
“Superior
        Lease”
        and the
        lessor of a Superior Lease or its successor-in-interest, at the time referred
        to, is herein called a “Superior Lessor”; and any mortgage to which this Lease
        is, at the time referred to, subject and subordinate is herein called a
“Superior
        Mortgage”
        and the
        holder of a Superior Mortgage is herein called a “Superior
        Mortgagee.”

      


      8.02    
        If
        any
        Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior
        Lessor or Superior Mortgagee shall succeed to the rights of Landlord under
        this
        Lease, whether through possession or foreclosure action or delivery of a
        new
        lease or deed, or otherwise, then at the request of such party so succeeding
        to
        Landlord’s rights (herein called a “Successor Landlord) and upon such Successor
        Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn
        to and recognize such Successor Landlord as Tenant’s landlord under this Lease
        and shall promptly execute and deliver any instrument that such Successor
        Landlord may reasonably request to evidence such attornment. Upon such
        attornment, this Lease shall continue in full force and effect as a direct
        Lease
        between the Successor Landlord and Tenant upon all of the terms, conditions
        and
        covenants as are set forth in this Lease, except that the Successor Landlord
        shall not be (i) liable for any previous act or omission of Landlord under
        this
        Lease, (ii) subject to any counterclaim or setoff which theretofore accrued
        to
        Tenant against Landlord, or (iii) bound by any previous modification of this
        Lease which was not approved in writing by the Superior Lessor or the Superior
        Mortgagee through or by reason of which the Successor Landlord shall have
        succeeded to the rights of Landlord under this Lease.

       

      
        
          
          

        

        
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      8.03    
        If
        any
        act of omission of Landlord would give Tenant the right, immediately or after
        lapse of a period of time, to cancel or terminate this Lease, or to claim
        a
        partial or total eviction, Tenant shall not exercise such right (a) until
        it has
        given written notice of such act or omission to Landlord, and to any Superior
        Lessor and Superior Mortgagee whose name and address shall previously have
        been
        furnished to Tenant, and (b) until a reasonable period for remedying such
        act or
        omission shall have elapsed following the giving of such notice and following
        the time when such Superior Mortgagee or Superior Lessor shall have become
        entitled under such Superior Mortgage or Superior Lease, as the case may
        be, to
        remedy the same (which reasonable period shall in no event be less than the
        period to which Landlord would be entitled under this Lease or otherwise,
        after
        similar notice, to effect such remedy), provided such Superior Mortgagee
        or
        Superior Lessor shall with due diligence give Tenant notice of intention
        to, and
        commence and continue to, remedy such act or omission.

      


      8.04    
        No
        alteration or modification of any of the provisions of this Lease, nor any
        cancellation or surrender of this Lease, shall be valid or binding against
        the
        existing Superior Lessor and the existing Superior Mortgagee or any other
        Superior Mortgagee or Superior Lessor whose name and address shall have been
        furnished to Tenant in writing unless the same shall have been approved by
        such
        Superior Mortgagee or Superior Lessor, as the case may be. 

      


      ARTICLE
        9

       

      Default
        and Remedies 

      


      9.01    
        This
        Lease and the term and estate hereby granted are subject to the limitation
        that
        whenever Tenant, or any guarantor of Tenant’s obligations under this Lease,
        shall make an assignment for the benefit of creditors, or shall file a voluntary
        petition under any bankruptcy or insolvency law, or an involuntary petition
        alleging an act of bankruptcy or insolvency shall be filed against Tenant
        or
        such guarantor, if any, under any bankruptcy or insolvency law, or whenever
        a
        petition shall be filed by or against Tenant or such guarantor, if any, under
        the reorganization provisions of the United States Bankruptcy Code or under
        the
        provisions of any law of like import, or whenever a petition shall be filed
        by
        Tenant, or such guarantor, if, any, under the arrangement provisions of the
        United States Bankruptcy Code or under the provisions of any law of like
        import,
        or whenever a permanent receiver of Tenant, or such guarantor, if any, or
        of or
        for the property of Tenant, or such guarantor, if any, shall be appointed,
        then
        Landlord (a) if such event occurs without the acquiescence of Tenant, or
        such
        guarantor, if any, as the case may be, at any time after the event continues
        for
        ninety (90) days, or (b) in any other case at any time after the occurrence
        of
        any such event, may give Tenant a notice of intention to end the term of
        this
        Lease at the expiration of five (5) days from the date of service of such
        notice
        of intention, and upon the expiration of said five (5) day period this Lease
        and
        the term and estate hereby granted, whether or not the Term shall theretofore
        have commenced, shall terminate with the same effect as if that day were
        the
        Expiration Date, but Tenant shall remain liable for damages pursuant to
        law.

      


      9.02    
        This
        Lease and the term and estate hereby granted are subject to the further
        limitations that:

      


      (a)    
        if
        Tenant
        shall default in the payment of any Tenant Charge and such default shall
        continue for five (5) days after written notice thereof has been given to
        Tenant, or

      


      (b)    
        if
        Tenant
        shall, whether by action or inaction, be in default of any of its obligations
        under this Lease (other than a default in the payment of any Tenant Charge
        or a
        default otherwise specified in subsections (c), (d), (e), or (f) of this
        Section
        9.02) and such default shall continue and not be remedied within thirty (30)
        days after Landlord shall have given to Tenant a notice specifying the same,
        or,
        in the case of a default which cannot with due diligence be cured within
        a
        period of thirty (30) days and the continuance of which for the period required
        for cure will not (i) subject Landlord or any Superior Lessor or any Superior
        Mortgagee to prosecution for a crime or any other fine or charge, (ii) subject
        the Leased Property or any part thereof or the Facility, or any part thereof,
        to
        being condemned or vacated, (iii) subject the Facility, or any part thereof,
        to
        any lien or encumbrance which is not removed or bonded within the time period
        required under this Lease, or (iv) result in the termination of any Superior
        Lease or foreclosure of any Superior Mortgage, if Tenant shall not (x) within
        said thirty (30) day period advise Landlord of Tenant’s intention to take all
        steps reasonably necessary to remedy such default, (y) duly commence within
        said
        thirty (30) day period, and thereafter diligently prosecute to completion
        all
        steps reasonably necessary to remedy the default and (z) complete such remedy
        within a reasonable time after the date of said notice of Landlord,
        or

       

      
        
          
          

        

        
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      (c)    
        if
        any
        event shall occur or any contingency shall arise whereby this Lease or the
        estate hereby granted or the unexpired balance of the Term would, by operation
        of law or otherwise, devolve upon or pass to any person, firm or corporation
        other than Tenant in violation of the provisions of Article
        16
        hereof
        or otherwise there shall occur any breach of or violation of Article
        16,
        or

      


      (d)    
        if
        Tenant
        shall fail to commence business in the Premises by accepting Reservations
        (subject to the provisions of Section 3.09 hereof) within two (2) Business
        Days
        after the Commencement Date and thereafter continuously operate in the Premises
        in accordance with the provisions of Article
        3
        hereof,
        or to diligently and continuously use good faith efforts to construct and
        install the kitchen and otherwise perform the Tenant Improvements commencing
        promptly after the Commencement Date, or

      


      (e)    
        if
        the
        buyer shall default under the Purchase Agreement, or

      


      (f)    
        if
        David
        Weiss and Daniel Sawicki. shall no longer be responsible for the day to day
        activities of Tenant or shall no longer hold seventy-five percent (75%) and
        twenty five percent (25%), respectively, of all of the ownership interests
        in
        and to Tenant,

      


      then,
        in
        any of said cases, Landlord may give to Tenant a notice of intention to end
        the
        term of this Lease at the expiration of five (5) days from the date of the
        service of such notice of intention, and upon the expiration of said five
        (5)
        days this Lease and the term and estate hereby granted, whether or not the
        Term
        shall theretofore have commenced, shall terminate with the same effect as
        if
        that day was the Expiration Date.

       

      9.03    
        Tenant,
        recognizing that this Lease and the Purchase Agreement are a part of the
        same
        transaction hereby agrees that a default under this Lease shall be a default
        under the Purchase Agreement, and in such event, Landlord shall be entitled
        to
        exercise all of its rights and remedies under this Lease and the Purchase
        Agreement.

      


      ARTICLE
        10

       

      Reentry
        by Landlord

      


      10.01    
        If
        Tenant
        shall default in the payment of any Tenant Charges, and such default shall
        continue for five (5) days after written notice thereof has been given to
        Tenant, or if this Lease shall terminate as provided in Article 9 hereof,
        Landlord or Landlord’s agents and employees may immediately or at any time
        thereafter reenter the Leased Property, or any part thereof, either by summary
        dispossess proceedings or by any suitable action or proceeding at law or
        by
        force (pursuant to legal process), without being liable to indictment,
        prosecution or damages therefor, and may repossess the same, and may remove
        any
        person therefrom, to the end that Landlord may have, hold and enjoy the Leased
        Property. The word “reenter,” as used herein, is not restricted to its technical
        legal meaning. If this Lease is terminated under the provisions of Article
        9, or
        if Landlord shall reenter the Leased Property under the provisions of this
        Article 10 or in the event of the termination of this Lease, or of reentry,
        by
        or under any summary dispossess or other proceeding or action or any provision
        of law by reason of default hereunder on the part of Tenant, Tenant shall
        thereupon pay to Landlord all Tenant Charges due Landlord through the date
        of
        such termination, or of such recovery of possession of the Leased Property
        by
        Landlord, as the case may be, and shall also pay to Landlord damages pursuant
        to
        law.

       

      
        
          
          

        

        
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      10.02    
        In
        the
        event of a breach or threatened breach by Tenant of any of its obligations
        under
        this Lease, Landlord shall also have the right of injunction. The special
        remedies to which Landlord may resort hereunder are cumulative and are not
        intended to be exclusive of any other remedies to which Landlord may lawfully
        be
        entitled at any time and Landlord may invoke any remedy allowed at law or
        in
        equity as if specific remedies were not provided for herein. 

      


      10.03    
        If
        this
        Lease shall terminate under the provisions of Article 9 hereof, or if Landlord
        shall reenter the Leased Property under the provisions of this Article 10,
        or in
        the event of the termination of this Lease, or of reentry, by or under any
        summary dispossess or other proceeding or action or any provision of law
        by
        reason of default hereunder on the part of Tenant, Landlord shall be entitled
        to
        retain all monies, if any, paid by Tenant to Landlord but such monies shall
        be
        credited by Landlord against all amounts due from Tenant at the time of such
        termination or reentry or, at Landlord’s option, against any damages payable by
        Tenant pursuant to law.

      


      ARTICLE
        11

       

      Surrender

      


      11.01    
        On
        the
        Expiration Date or upon any earlier termination of this Lease, or upon any
        reentry by Landlord upon the Leased Property, Tenant shall quit and surrender
        to
        Landlord, the Leased Property including, without limitation, all FF&E in the
        Premises, “broom-clean” and in good order, condition and repair, except for
        ordinary wear and tear.

      


      11.02    
        No
        act or
        thing done by Landlord or its agents shall be deemed an acceptance of a
        surrender of the Leased Property, and no agreement to accept such surrender
        shall be valid unless in writing and signed by Landlord and each Superior
        Lessor
        and Superior Mortgagee whose lease or mortgage, as the case may be, provides
        that no such surrender may be accepted without its consent.

      


      11.03    
        If
        the
        Leased Property is not surrendered and vacated as and at the time required
        by
        this Lease, Tenant shall be liable to Landlord for all losses and damages
        which
        Landlord may incur or sustain by reason thereof, including, without limitation,
        legal fees and disbursements, and Tenant shall indemnify Landlord against
        all
        claims made by any succeeding tenants against Landlord or otherwise arising
        out
        of or resulting from the failure of Tenant to timely surrender and vacate
        the
        Leased Property in accordance with the provisions of this Lease. The parties
        recognize end agree that the damage to Landlord resulting from any failure
        by
        Tenant to timely surrender the Leased Property will be substantial, will
        exceed
        the amount of monthly Tenant Charges theretofore payable hereunder, and will
        be
        impossible of accurate measurement. Tenant therefore agrees that if possession
        of the Leased Property is not surrendered to Landlord within two (2) Business
        Days after the Expiration Date or sooner termination of the Term, then Tenant
        will pay Landlord as liquidated damages for each month and for each portion
        of
        any month during which Tenant holds over in the Leased Property after expiration
        or termination of the Term, a sum equal to the greater of (i) $5,000 per
        month
        or (ii) two hundred (200%) percent of the fair market rental value of the
        Leased
        Property, as reasonable determined by Landlord. The aforesaid obligations
        shall
        survive the expiration or sooner termination of the Term.

      


      11.04    
        Immediately
        upon the expiration or termination of this Lease Tenant (unless such expiration
        or termination is simultaneous with a closing of the transaction under the
        Purchase Agreement) Tenant shall (i) assign to Landlord such Reservations
        (including, without limitation, Special Reservations) as Landlord shall elect,
        including, without limitation, the Reservation Deposits respecting such
        Reservations, and (ii) deliver to Landlord the Reservation Deposits respecting
        the Reservations so assigned to Landlord, and (iii) deliver to Landlord all
        other agreements and documents respecting the Reservations so assigned to
        Landlord. This provision shall survive the expiration or termination of this
        Lease (unless such expiration or termination is simultaneous with a closing
        of
        the transaction under the Purchase Agreement). 

       

      
        
          
          

        

        
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      ARTICLE
        12

       

      Tenant’s
        Insurance

      


      12.01    
        From
        and
        after the date of this Lease and throughout the Term Tenant, at the sole
        cost
        and expense of Tenant, shall maintain in full force and effect with responsible
        insurance companies licensed to do business in the State of New Jersey and
        satisfactory to Landlord, the following insurance:

      


      (a)    
        all
        risk
        property insurance against loss or damage by fire, windstorm, vandalism and
        malicious mischief and such other hazards as are included in so-called “extended
        coverage” or as may be otherwise reasonably required by Landlord (including,
        without limitation, theft and, if applicable, boiler and machinery coverage),
        covering all FF&E and improvements and betterments in the Leased Property
        for their full replacement value, such insurance to include a replacement
        cost
        endorsement and a “waiver of co-insurance” clause;

      


      (b)    
        commercial
        general liability insurance on an occurrence basis for death, bodily and
        personal injury (including contractor’s liability) and property damage occurring
        on or about the Leased Property with limits of liability in the amount of
        at
        least $1,000,000 combined single limit for any one occurrence, which insurance
        coverage shall also include, without limitation, (1) products and completed
        operations insurance with the aforesaid limits, (2) hired, non-owned automobile
        liability insurance with the aforesaid limits (if applicable), and (3) garage
        keeper’s liability insurance with limits of $100,000 per incident; 

      


      (c)    
        workers’
        compensation insurance and disability insurance subject to statutory limits
        or
        better, as required by applicable Legal Requirements; 

      


      (d)    
        dram
        shop/liquor legal liability insurance with respect to the Leased Property
        and
        the operations of Tenant with limits of not less than $1,000,000 per occurrence
        with respect to personal injury and property damage; 

      


      (e)    
        automobile
        liability insurance (if Tenant shall own or lease or use any vehicles in
        connection with its business at the Premises) with limits of not less than
        $1,000,000 per occurrence with respect to personal injury and property
        damage;

      


      (f)    
        during
        the performance of an Tenant’s Changes, until completion thereof, Builder’s risk
        insurance on an “all risk” basis and on a completed value form for full
        replacement value covering the interest of Landlord and Tenant (and their
        respective contractors and subcontractors) and any Superior Mortgagee or
        Superior Lessor in all work incorporated in the Facility and all materials
        and
        equipment in or about the Premises;

      


      (g)    
        $24,000,000
        umbrella liability with respect to each of the liability coverages required
        hereunder;

       

      
        
          
          

        

        
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      (h)    
        such
        other insurance which Landlord may, from time to time, reasonably require
        arising out of Tenant’s use or manner of use of the Leased Property, and that is
        generally required to be obtained by operators of comparable facilities in
        Essex
        County, New Jersey.

      


      12.02    
        Any
        deductible under the insurance policies provided by Tenant as required by
        this
Article 12 shall be subject to Landlord’s approval (not to be
        unreasonably withheld) and all such insurance, other than the insurance referred
        to in paragraph (c) hereof, shall (i) be carried in favor of Landlord,
        Landlord’s members, Landlord’s managing agent and Tenant, as their interests may
        appear, and if requested by Landlord, any such insurance shall include the
        interest of Superior Mortgagee(s) and Superior Lessor(s) (it being understood
        that Landlord, Wilshire Enterprises, Inc., Proud Three, LLC, Landlord’s managing
        agent and such other parties that Landlord shall designate shall be named
        as
        additional insureds on such policies) and shall provide that the loss, if
        any,
        shall be payable jointly to such Superior Mortgagee(s), Superior Lessor(s),
        Landlord and Tenant, as their respective interests may appear (ii) provide
        primary coverage without contribution from any other insurance carried by
        Landlord or any Superior Mortgagee or Superior Lessor named as additional
        insured, and (iii) provide for not less than twenty (20) days’ prior written
        notice to Landlord and to any such Superior Mortgagee(s) and such Superior
        Lessor(s), of any cancellation, election not to renew or material alteration
        thereof. Tenant shall deliver to Landlord such policies or certificates thereof
        with evidence of the payment of premiums therefor before entering into
        possession of the Leased Property, and shall procure and deliver to Landlord
        renewals thereof with evidence of the payment of premiums therefor at least
        thirty (30) days before the expiration of any such policies, which certificates
        shall be in form reasonably satisfactory to Landlord. Tenant and Landlord
        shall
        cooperate in connection with the collection of any insurance moneys that
        may be
        due, including the execution and delivery by Tenant to Landlord of such proofs
        of loss and other instruments which may be required for the purpose of obtaining
        the recovery of any such insurance moneys. For purposes of this Article
        12, “insurance” shall be deemed to mean valid and collectible insurance
        written on an “occurrence” basis, covering losses in respect of occurrences
        during the entire term of this Lease. Any certificate of such insurance
        furnished by Tenant to Landlord shall clearly specify the occurrence basis
        upon
        which such policy is written.

      


      12.03    
        Landlord
        and Tenant shall each procure an appropriate clause in or endorsement to
        any
        property insurance covering the Leased Property and the Facility, wherein
        the
        insurance companies shall waive subrogation or consent to a waiver of right
        of
        recovery, and Landlord and Tenant agree not to make any claim against, or
        seek
        to recover from, the other for any loss or damage to its property or the
        property of others resulting from fire and other hazards; provided, however,
        that the release, discharge, exoneration and covenant not to sue contained
        herein shall be limited by and coextensive with the terms and provisions
        of the
        waiver of subrogation or waiver of right of recovery. 

      


      12.04    
        Tenant
        shall give immediate notice to Landlord of any accident, loss or damage or
        dangerous or defective condition in, to or of the Leased Property or any
        part
        thereof or the fixtures or other property of Landlord therein of which Tenant
        has knowledge. Such notice shall not, however, be deemed or construed to
        impose
        upon Landlord any obligation to perform any work to be performed by Tenant
        under
        this Lease.

      


      12.05    
        Notwithstanding
        anything in this Lease to the contrary, unless otherwise specifically directed
        by Landlord in each instance, Tenant shall not permit any off-premises caterer
        (including, without limitation, the Approved Off-Premises Caterers (hereafter
        defined) and/or the caterers listed on Exhibit C), to come into the Premises,
        or
        to provide any services at the Premises, unless, prior to coming upon the
        Premises, such caterer provides to each of Landlord and Tenant certificates
        reasonably satisfactory to Landlord, demonstrating that such off-premises
        caterer has (and will have, at the time of coming upon the Premises) insurance
        coverage which meets all of the requirements set forth in Section 12.01 (not
        including subsections (a) and (f) of Section 12.01), Section 12.02, and Section
        12.03, protecting the interests of such off-premises caterer, Landlord,
        Landlord’s members, Landlord’s managing agent and Tenant, as their interests may
        appear, and if requested by Landlord, the interest of Superior Mortgagee(s)
        and
        Superior Lessor(s) (it being understood that Landlord, Wilshire Enterprises,
        Inc., Proud Three, LLC, Landlord’s managing agent, Tenant and such other parties
        that Landlord shall designate shall be named as additional insureds on such
        policies)); provided, however, that the umbrella liability coverage described
        in
        Section 12.01(g) may be in the amount of $10,000,000, rather than
        $24,000,000.

      
 

      
        
          
          

        

        
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      12.06    
        Notwithstanding
        anything in this Lease to the contrary, Landlord, at any time, and only for
        such
        duration as Landlord shall elect in its sole discretion, may (solely by specific
        written waiver to such effect signed by Landlord and delivered to Tenant)
        waive
        any or all of the requirements that Tenant provide all or any of the insurance
        otherwise to be obtained and maintained by Tenant pursuant to this Lease,
        it
        being understood that in such case (1) Landlord shall have the option, but
        not
        the obligation, and solely during such period as Landlord shall determine
        in its
        sole discretion, to name Tenant as an additional insured on Landlord’s policies
        of liability insurance (and Tenant freely and fully shall cooperate with
        Landlord in connection therewith), (2) subject to Section 12.07, such waiver
        may
        be revoked at any time by Landlord, in its sole discretion, by not less than
        two
        (2) Business Days notice to Tenant, (3) no such waiver by Landlord shall
        in any
        manner waive or release (or be deemed to waive or release) any liability
        or
        obligation of Tenant under this Lease (including, without limitation, any
        indemnification obligation of Tenant), and all of such liabilities and
        obligation of Tenant (including, without limitation, any indemnification
        obligations of Tenant) shall at all times remain in full force and effect,
        (4)
        any such waiver must be specific and in writing, signed by Landlord and
        delivered by Landlord to Tenant, and (5) (a) Landlord shall have no liability
        or
        obligation to Tenant concerning the sufficiency or adequacy or the limits
        of any
        such insurance policies maintained by Landlord (nor shall any of such limits
        in
        any way limit or waive any of the liabilities or obligations of Tenant (or
        any
        guarantor) under this Lease including, without limitation, any indemnification
        obligations of Tenant) under this Lease, (b) Landlord shall have no liability
        or
        obligation concerning any deductibles or exclusions concerning any such
        insurance policies maintained by Landlord, or the coverage provisions, coverage
        conditions, or coverage limitations in any such insurance policies maintained
        by
        Landlord (nor shall any of such deductibles, exclusions, coverage provisions,
        coverage conditions or coverage limitations in any way limit or waive any
        of the
        liabilities or obligations of Tenant (or any guarantor) under this Lease
        including, without limitation, any indemnification obligations of Tenant),
        (c)
        Landlord shall have no liability or obligation to Tenant concerning the solvency
        or insolvency of any insurer selected by Landlord, or the willingness or
        ability
        of any such insurer to pay any claim respecting any insurance (nor shall
        any of
        such solvency, insolvency or unwillingness or inability to pay any claim
        in any
        way limit or waive any of the liabilities or obligations of Tenant (or any
        guarantor) under this Lease including, without limitation, any indemnification
        obligations of Tenant) under this Lease, (d) Landlord shall have no obligation
        or liability to Tenant if all or any of Landlord’s insurance carriers shall,
        with or without notice to Landlord and/or Tenant, cancel, terminate, reduce,
        or
        amend any insurance coverage in favor or Landlord and/or Tenant (nor shall
        any
        of such cancellation, termination, reduction or amendment in any way limit
        or
        waive any of the liabilities or obligations of Tenant (or any guarantor)
        under
        this Lease including, without limitation, any indemnification obligations
        of
        Tenant under this Lease), (e) Landlord shall have no obligation or liability
        to
        Tenant if Landlord shall request that Tenant be removed or deleted as an
        additional insured under Landlord’s insurance in accordance with Section 12.07
        (nor shall any such removal or deletion in any way limit or waive any of
        the
        liabilities or obligations of Tenant (or any guarantor) under this Lease
        including, without limitation, any indemnification obligations of Tenant)
        under
        this Lease) and (f) TENANT
        AND EACH GUARANTOR OF THIS LEASE HEREBY FOREVER WAIVES AND RELEASES (X) ANY
        AND
        ALL DEFENSES AND AFFIRMATIVE DEFENSES, OFFSETS, AND RIGHTS OF RECOUPMENT
        AGAINST
        ANY SUITS, ACTIONS OR CLAIMS BY LANDLORD AND (Y) ANY AND ALL SUITS, CLAIMS,
        ACTIONS, COUNTERCLAIMS, CROSS-CLAIMS, AND CAUSES OF ACTION AGAINST LANDLORD,
        WILSHIRE ENTERPRISES, INC., PROUD THREE, LLC, LANDLORD’S MANAGING AGENT, AND ALL
        OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, PARTNERS, AGENTS, REPRESENTATIVES,
        PRINCIPALS AND AFFILIATES OF THE FOREGOING,
        in each
        case based upon any or all of the matters, circumstances, conditions and
        things
        described or referred in subclauses (a), (b), (c), (d) and/or (e) of this
        clause
        (5) of this sentence.

      


      
        
          
          

        

        
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      12.07    
        Landlord
        and Tenant acknowledge that on the date hereof Tenant does not have in place
        any
        of the insurance coverage that Tenant is required to obtain and maintain
        pursuant to this Lease, and Landlord hereby waives the obligation of Tenant
        to
        obtain such insurance for the period from the date hereof until the date
        thirty
        (30) days after the date hereof (but nothing herein shall waive any other
        liability or obligation of Tenant including, without limitation, and
        indemnification obligation of Tenant), provided that Tenant shall comply
        with
        its obligations under this Section 12.07 and otherwise duly and timely perform
        its obligations under this Lease. Tenant agrees to use its best efforts to
        obtain all such insurance as soon as possible after the date of this Lease,
        and
        to provide Landlord evidence of same; and Tenant thereafter shall maintain
        all
        such insurance in force and effect. Landlord has requested that Landlord’s
        insurer name Tenant as an additional insured on the liability policies
        respecting the Facility which, on the date hereof, are maintained by Landlord.
        Subject to the provisions of Section 12.06 (and provided that Tenant shall
        comply with its obligations under this Section 12.07 and otherwise duly and
        timely perform its obligations under this Lease), (x) Landlord shall not,
        prior
        to the date thirty (30) days after the date of this Lease, request that Tenant
        be removed as an additional insured from such policies (unless this Lease
        is
        sooner terminated), unless Tenant shall be in default under this Lease, or
        unless Landlord otherwise shall have reasonable cause to do so, and (y) Landlord
        shall provide to Tenant not less than five (5) Business Days notice before
        requesting that Tenant be removed as an additional insured from such policies.
        Upon request by Landlord from time to time, Tenant shall fully apprise Landlord
        of Tenants efforts to obtain the insurance required to be maintained by Tenant
        under this Lease. Anything in this Lease to the contrary notwithstanding
        (and in
        addition to all other rights and remedies of Landlord, and notwithstanding
        the
        waiver by Landlord herein described), Tenant shall be solely responsible
        for,
        and shall pay, not later than five (5) Business Days after demand from Landlord
        from time to time, one hundred percent (100%) of any increased insurance
        costs
        incurred by Landlord by reason of the failure by Tenant to obtain and/or
        maintain the insurance otherwise required to be maintained by Tenant under
        this
        Lease. 

      


      12.08    
        Anything
        in this Lease to the contrary notwithstanding, Tenant shall not and shall
        not
        suffer to occur, any cooking, baking or similar activity, or any activity
        which
        is similarly hazardous, at the Premises until Tenant shall have obtained
        and
        shall have in place or all of the insurance coverage that Tenant is required
        to
        obtain and maintain pursuant to this Lease.

       

      12.09    
        Tenant
        shall at all times keep Landlord fully apprised of all increases to the value
        of
        the Premises and/or any fixtures, equipment or personal property therein,
        including, without limitation, all increases in value resulting from Tenant’s
        Changes which have been made or which are being made.

      


      12.10    
        It
        is
        understood that Landlord, at any time or times, in Landlord’s sole discretion,
        shall have the right, without notice to Tenant, to increase, decrease or
        change
        the amounts of insurance (if any) Landlord shall maintain, and/or the
        provisions, coverages and/or carriers of such insurance, and/or to cancel
        or
        terminate any such insurance coverages.

      


      ARTICLE
        13

       

      Non-Liability,
        Indemnification and Costs

      


      13.01    
        Tenant
        shall indemnify, defend (with counsel reasonably acceptable to Landlord)
        and
        save harmless Landlord, Landlord’s manager, members and partners, and any
        Superior Mortgagee or Superior Lessor against and from (i) any and all claim
        of
        whatever nature arising from any act, omission or negligence of Tenant, its
        contractors, licensees, agents, servants, employees, invitees or visitors;
        (ii)
        all claims arising from any accident, injury or damage whatsoever caused
        to any
        person or to the property of any person and (A) occurring during the Term
        in or
        about the Leased Property, and (B) occurring outside of the Leased Property
        or
        anywhere within or about the Facility including the sidewalks leading to
        the
        entrances of the Leased Property and the ramps and driveways leading into
        and
        out of the Leased Property, to the extent such accident, injury or damage
        results or is claimed to have resulted from any act, omission or negligence
        of
        Tenant or Tenant’s agents, contractors, servants, employees, invitees or
        visitors; (iii) any breach, violation or non-performance of any covenant,
        condition or agreement in this Lease set forth and contained on the part
        of
        Tenant to be fulfilled, kept, observed and performed, including, without
        limitation, Tenant’s failure to comply with any Legal Requirements; and (iv) any
        cost, liability or responsibility for the payment of any sales tax with respect
        to any installations, furniture, furnishings, fixtures or other improvements
        located, installed or constructed in the Leased Property, or the filing of
        any
        tax return in connection therewith regardless of whether such tax is imposed
        upon Landlord or Tenant. This indemnity and hold harmless agreement shall
        include indemnity from and against any and all liability, fines, suits, demands,
        costs and expenses of any kind or nature incurred in or in connection with
        any
        such claim or proceeding brought thereon, and the defense thereof including
        without limitation, attorneys’ fees and disbursements. Notwithstanding anything
        else set forth herein, the indemnification obligation of Tenant pursuant
        to this
        provision shall not be applicable to the extent of any damage, liability
        or
        claim results from the intentional wrongful act or gross negligence of Landlord,
        its contractors, agents, servants, employees, visitors, licensees or invitees
        (other than Tenant, or Tenant’s agents, contractors, servants, employees,
        invitees or visitors). Tenant’s indemnity pursuant to the provisions of this
        Section 13.01 shall survive the expiration or sooner termination of this
        Lease.

      


      
         

        
          
            
            

          

          
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      13.02    
        Tenant
        and all those claiming by, through or under Tenant shall store their property
        in
        and shall occupy and use the Leased Property and any improvements therein
        and
        appurtenances thereto and all portions of the Facility solely at their risk
        and
        Tenant and all those claiming by, through or under Tenant, hereby release
        Landlord and any Superior Mortgagee(s) and Superior Lessor(s), to the full
        extent permitted by law, from all claims, of every kind, including loss of
        life,
        bodily or personal injury, damage to merchandise, equipment, fixtures or
        other
        property, or damage to business or for business interruption, arising directly
        or indirectly out of or from or on account of such occupancy and use or
        resulting from any present or future condition or state of repair
        thereof.

      


      13.03    
        Neither
        Landlord nor any Superior Mortgagee(s) or Superior Lessor(s) shall be
        responsible or liable for damages at any time, for any defects, latent or
        otherwise, in the Facility or any of the equipment, machinery, utilities,
        appliances or apparatus therein, nor shall Landlord be responsible or liable
        for
        damages at any time for loss of life, or bodily or personal injury or damage
        to
        property, or for business interruption, to, through or under Tenant, caused
        by
        or resulting from bursting, breaking, leaking, running, seeping, overflooding
        or
        backing up of water, steam, gas or sewage, in any part of the Leased Property
        or
        caused by or resulting from acts of God or the elements, or resulting from
        any
        defects or negligence on the occupancy, construction, operation or use of
        the
        Facility, including the Leased Property or any of the equipment, fixtures,
        machinery, appliances or apparatus therein.

      


      ARTICLE
        14

       

      Brokerage

      


      14.01    
        Each
        of
        Tenant and Landlord represents to the other that the indemnifying party has
        not
        dealt or negotiated with any broker in connection with this Lease. Each of
        Tenant and Landlord agrees to hold harmless and indemnify the other from
        and
        against any and all liabilities and expenses, including, without limitation,
        legal fees and other costs resulting from a breach of the foregoing
        representation.

       

      
        
          
          

        

        
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      ARTICLE
        15

       

      Landlord’s
        Liability; Tenant’s Remedies

      


      15.01    
        Notwithstanding
        anything contained in this Lease or in any rule of law or statute to the
        contrary, to the extent that Landlord shall at any time have any liability
        under, pursuant to or in connection with this Lease, neither Tenant nor any
        other party shall seek any personal or money judgment against Landlord, but
        shall only pursue any such rights or remedies against the interest of Landlord
        in the Facility. In no event, and under no circumstances, shall Landlord
        or any
        officer, employee, agent or principal (disclosed or undisclosed) of Landlord
        have any personal liability or monetary obligation of any kind under or pursuant
        to this Lease. Any attempt by Tenant to seek any such personal liability
        or
        monetary obligation shall, in addition to and not in limitation of Landlord’s
        other rights, powers, privileges and remedies under the terms and provisions
        of
        this Lease, immediately vest in Landlord the unconditional right to cancel
        this
        Lease on no less than three (3) days’ prior written notice to Tenant. The
        provisions of this Section 15.01 shall survive the Expiration Date or earlier
        termination of this Lease.

      


      15.02    
        Tenant
        agrees that its sole remedies in cases where Landlord’s reasonableness in
        exercising its judgment or withholding its consent or approval is applicable
        pursuant to a specific provision of this Lease, or any rider or separate
        agreement relating to this Lease, if any, shall be those in the nature of
        an
        injunction, declaratory judgment or specific performance; the rights to money
        damages or other remedies being hereby specifically waived.

      


      ARTICLE
        16

       

      Assignment,
        Mortgaging, Subletting

      


      16.01    
        Tenant
        covenants and agrees for Tenant and its successors, assigns and legal
        representatives, that neither this Lease nor the term and estate hereby granted,
        nor any part hereof or thereof, will be assigned, mortgaged, pledged, encumbered
        or otherwise transferred (whether voluntarily, involuntarily, by operation
        of
        law or otherwise), and that neither the Leased Property, nor any part thereof,
        will be encumbered in any manner by reason of any act or omission on the
        part of
        Tenant, or will be used or occupied, or permitted to be used or occupied,
        or
        will be sublet, in whole or in part, without the prior written consent of
        Landlord in every case, which consent may be withheld in Landlord’s sole and
        absolute discretion. Any assignment, mortgage, encumbrance or other transfer
        or
        any sublease made without Seller’s prior written consent shall be null and void,
        and shall constitute a default under this Lease which is not capable of being
        cured. For the purposes of this Article 16, any change in ownership or control
        (as such term is defined in Section 3.03 hereof) of Tenant shall be deemed
        to be
        an assignment of this Lease. Tenant represents that on the date hereof, (i)
        the
        ultimate owners of Tenant are David Weiss, an individual, and Daniel Sawicki,
        an
        individual, respectively owning, directly, seventy-five percent (75%) and
        twenty-five percent (25%) of the ultimate equity interests in Tenant and
        (ii)
        David Weiss and Daniel Sawicki, collectively, have the right to and actually
        do
        exercise control of Tenant.

      


      ARTICLE
        17

       

      Furniture,
        Fixtures and Equipment

      


      17.01    
        All
        floor
        coverings and all heating, ventilating, air conditioning, plumbing, ducting,
        electrical and sprinkler systems, machinery and equipment, furniture,
        furnishings and other articles of personal property whether currently or
        hereafter installed or existing in the Premises at any time either by Tenant
        or
        by Landlord, whether or not attached to or affixed to the Premises
        (collectively, “FF&E”
        which
        term includes any additions to or replacements of any of the foregoing) shall,
        unless and until the Closing occurs, be the property of Landlord. Tenant
        shall
        not remove any FF&E from the Premises unless such FF&E is replaced with
        a comparable item of FF&E of at least equal quality. If this Lease expires
        other than as a result of the Closing or upon any earlier termination of
        this
        Lease, the FF&E shall remain upon and be surrendered with the Premises.
        Throughout the Term, Tenant shall, at its sole cost and expense (but subject
        to
        the provisions of Section 4.02 hereof) cause all of the items of FF&E
        to be in proper working order and in good condition (reasonable wear and
        tear
        excepted) (and to the extent Tenant’s obligations accrue prior to the expiration
        or termination of this Lease, such obligations of Tenant shall survive the
        expiration or termination of this Lease).

       

      
        
          
          

        

        
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      17.02    
        Tenant
        covenants and agrees that no lien or security interest, whether by way of
        conditional bill of sale, chattel mortgage, Uniform Commercial Code financing
        statement or instrument of similar import, shall be placed or allowed to
        remain
        upon any FF&E, whether or not any of same is affixed to the Premises or the
        Facility and Tenant shall not enter into any equipment lease for any FF&E
        (collectively, “Liens”).
        If
        any Lien is filed against Tenant, the Leased Property or the Facility, Tenant
        will, immediately upon notice thereof from Landlord, cause such Lien to be
        removed or discharged at Tenant’s sole cost and expense, and Tenant’s failure to
        do so shall constitute a material breach of this Lease (and to the extent
        Tenant’s obligations accrue prior to the expiration or termination of this
        Lease, or any Lien is filed which relates to any act or wrongful inaction
        of
        Tenant prior to the expiration or termination of this Lease, such obligations
        of
        Tenant shall survive the expiration or termination of this Lease).

       

      ARTICLE
        18

       

      Compliance
        with Laws

      


      18.01    
        Tenant, at
        Tenant’s sole cost and expense, shall comply with all applicable laws,
        resolutions, codes, rules and regulations of any department, bureau, agency
        or
        any governmental authority having jurisdiction over the operation, occupancy,
        maintenance and use of the Leased Property (collectively, “Legal
        Requirements”)
        relating in any way to the Leased Property including, without limitation,
        Tenant’s use and operation thereof and any Tenant’s Changes. Tenant agrees to
        indemnify and save Landlord harmless from and against any claim, penalty,
        loss,
        damage or expense (including reasonable attorneys’ fees and disbursements)
        imposed by reason of a violation of any Legal Requirement in any way related
        to
        the Leased Property (and to the extent Tenant’s obligations accrue prior to the
        expiration or termination of this Lease, or any claim, penalty, loss, damage
        or
        expense (including reasonable attorneys’ fees and disbursements) imposed by
        reason of a violation of any Legal Requirement is filed which relates to
        any act
        or wrongful inaction of Tenant prior to the expiration or termination of
        this
        Lease, such obligations of Tenant shall survive the expiration or termination
        of
        this Lease).

      


      18.02    
        If
        and to
        the extent that that City of West Orange requires installation of a fence
        across
        the parking lot at the Facility, Landlord, at Landlord’s expense, shall be
        responsible for installation of such fence.

      


      ARTICLE
        19

       

      Repairs

      


      19.01    
        Tenant,
        throughout the Term, shall take good care of the Leased Property, the fixtures
        and appurtenances therein (including, without limitation, any equipment
        installed by Tenant in accordance with the provisions of this Lease, and
        all
        installations required for the furnishing to the Leased Property of the services
        enumerated in Article 4 hereof), and the entrance doors thereto and, at Tenant’s
        sole cost and expense, shall make all repairs to the Leased Property, whether
        structural or non-structural, foreseen or unforeseen, ordinary or extraordinary,
        as and when needed to preserve the same in good working order and condition
        and
        to comply with the Operating Standard. In addition, all damage or injury
        to any
        part of the Facility, or to its fixtures, equipment and appurtenances, or
        to the
        sidewalks or curbs adjacent to the Facility, whether requiring structural
        or
        nonstructural repairs, caused by or resulting from (i) the moving of any
        FF&E or (ii) any act, omission, neglect or improper conduct of, Tenant’s
        servants, employees, invitees or licensees, or (iii) Tenant’s Changes or the
        performance thereof, shall be repaired promptly, either by Landlord at Tenant’s
        sole cost and expense, to the satisfaction of Landlord or, at Landlord’s option,
        such repairs shall be performed by Tenant at Tenant’s sole cost and expense. All
        the aforesaid repairs shall be of a quality or class equal to the original
        work
        or construction and shall be made in accordance with the provisions of Article
        6
        hereof. If Tenant fails to proceeds with due diligence to make any repairs
        required to be made by Tenant, and such failure continues for five (5) Business
        Days after the giving of notice by Landlord (except that no such notice or
        five
        (5) Business Days period shall be required in any circumstance in which Landlord
        reasonably deems prompt action required in order to avoid risk of injury
        to
        person or damage to property, or which Landlord otherwise reasonably deems
        an
        emergency), same may be made by Landlord, and the expenses thereby incurred
        by
        Landlord shall be collectible as Tenant Charges. Tenant shall give Landlord
        prompt notice of any defective condition in any mechanical, electric, sanitary,
        plumbing, utility or other service system (or any part thereof) located in,
        servicing or passing through the Leased Property.

      


      
        
          
          

        

        
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      ARTICLE
        20

       

      Landlord’s
        Access

      


      20.01    
        Tenant
        shall permit Landlord to erect, use, maintain and repair pipes, ducts, cables,
        conduits, plumbing, vents and wires in, to and through the Leased Property
        and
        staging, scaffolding, protective sidewalk coverings, and the like in and
        around
        the exterior of the Facility, including, without limitation, near the entrance
        to the Premises, in connection with interior and exterior renovations and
        repairs and construction by Landlord as and to the extent that Landlord may
        now
        or hereafter deem to be necessary or appropriate for the proper operation
        and
        maintenance of the Facility or to the extent necessary to accommodate the
        requirements of other tenants. All such work shall be done, so far as
        practicable in the good faith judgment of Landlord, in such manner as to
        avoid
        unreasonable and unnecessary interference with Tenant’s use of the Leased
        Property but shall not be required to be done on an overtime or expedited
        basis
        and in no event whatsoever shall Tenant be entitled to any compensation therefor
        or to make any claim of constructive eviction. Landlord shall indemnify,
        defend
        (with counsel reasonably acceptable to Tenant) and hold harmless Tenant from
        and
        against any claim, cost, expense, liability or obligation to the extent arising
        from damage to property or injury to person directly caused by Landlord in
        connection with any work performed by Landlord pursuant to this provision,
        but
        such obligation to Landlord shall not include any punitive or consequential
        damages, or any damages suffered or incurred by Tenant in connection with
        any
        interruption of or disruption of Tenant’s business or occupancy.

      


      20.02    
        Landlord
        and any other party designated by Landlord and their respective agents shall
        have the right to enter the Premises at all reasonable times, upon reasonable
        notice (which notice may be oral) except in the case of emergency, in which
        event notice shall not be required, (i) to examine the Premises, (ii) to
        show
        the Premises to prospective purchasers or mortgagees of the Facility and
        their
        respective agents and representatives or others, and (iii) to make such repairs,
        alterations or additions to the Leased Property or the Facility (without
        any
        obligation to do so) (A) as Landlord may deem necessary or desirable, or
        (B)
        which Landlord may elect to perform following Tenant’s failure to perform and
        Landlord shall be allowed to take all material into the Premises that may
        be
        required for the performance of such work without the same constituting an
        actual or constructive eviction of Tenant in whole or in part. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      20.03    
        All
        parts
        (except surfaces facing the interior of the Premises) of all walls, windows
        and
        doors bounding the Premises, including exterior walls, exterior core corridor
        walls, and doors and entrances (other than doors and entrances solely connecting
        areas within the Premises), all balconies, terraces and roofs adjacent to
        the
        Premises, all space in or adjacent to the Premises used for shafts, stacks,
        risers, fan rooms, electrical and communications closets, stairways, mail
        chutes, conduits and other mechanical facilities and Facility systems are
        not
        part of the Leased Property, and Landlord shall have the use thereof and
        access
        thereto through the Premises for the purposes of Facility operation,
        maintenance, alteration and repair.

       

      ARTICLE
        21

       

      Signs

      


      21.01    
        Tenant
        shall not display any lettering, sign, advertisement, notice or object and
        shall
        permit no such display on the windows or doors or on the exterior of the
        perimeter walls of the Premises or the Facility except with the prior written
        consent of Landlord, which consent may be given or withheld in Landlord’s sole
        and absolute discretion. Landlord shall have the right to remove any signs,
        displays or other installations installed by Tenant in violation of this
        Section
        21.01 if Tenant shall not have removed same within twenty-four (24) hours
        after
        Landlord shall have given written notice to Tenant of said violation and
        to
        charge Tenant for the cost of such removal and any repairs necessitated thereby,
        without liability to Landlord for such removal. In such event, Tenant shall
        immediately install replacement signs, displays or other installations, as
        the
        case may be, which are satisfactory to Landlord. Tenant shall maintain and
        keep
        in effect at Tenant’s cost during the Term (i) all permits and licenses required
        for Tenant’s signs on the exterior of the Facility and (ii) customary insurance
        coverage relating to such signs naming Landlord and any other party or person
        whose name is furnished by Landlord to Tenant in writing as additional insureds
        thereunder. Tenant shall not place or install or suffer to be placed or
        installed or maintained within the Leased Property any temporary or
        non-professionally made sign of any kind or nature, nor shall Tenant place
        or
        maintain on the Premises, including, without limitation, on the glass of
        any
        window or door thereof, any sign, decoration, lettering, advertising matter,
        shade or blind or other thing of any kind. At the Expiration Date or earlier
        termination of this Lease, Tenant, at its own cost and expense, shall remove
        or
        cause to be removed all such signs or other installations and repair any
        damage
        to the Leased Property caused by such removal. In the event Tenant fails
        to
        remove or cause to be removed the same within two (2) Business Days following
        the Expiration Date or earlier termination of this Lease, then Landlord shall
        have the right, without notice to Tenant, to remove any such signs or other
        installations and to dispose of the same and to charge Tenant for the cost
        of
        such removal and disposition and any repairs necessitated thereby without
        liability to Tenant for such removal and disposition. 

      


      ARTICLE
        22

       

      Hazardous
        Material

      


      22.01    
        Tenant
        shall not cause or permit, any Hazardous Material (as such term is defined
        in
        the Purchase Agreement) to be brought or remain upon, kept or used in or
        about
        the Leased Property or the Facility.

      


      22.02    
        In
        addition to, and in no way limiting Tenant’s duties and obligations as set forth
        in this Lease, or if the presence of any Hazardous Material in or upon the
        Leased Property or the Facility, that Tenant causes or permits to be brought
        upon, used, remained upon or kept at the Leased Property results in
        contamination of the Leased Property, the Facility, the atmosphere, or any
        water
        or waterway (including groundwater), or if contamination of the Leased Property
        or the Facility by any Hazardous Material otherwise occurs for which Tenant
        is
        otherwise legally liable to Landlord for damage resulting therefrom, Tenant
        shall indemnify, save harmless, and, at Landlord’s option and with attorneys
        approved in writing by Landlord (such approval not to be unreasonably withheld
        or delayed), defend Landlord, Landlord’s manager, and its agents, employees,
        partners, officers, directors, and mortgagees, if any, from any and all claims,
        demands, damages, expenses, fees, costs, fines, penalties, suits, proceedings,
        actions, causes of action, and losses of any and every kind and nature,
        including, without limitation, diminution in value of the Leased Property
        or the
        Facility, damages for the loss or restriction on use of the rentable or usable
        space or of any amenity of the Leased Property or the Facility, damages arising
        from any adverse impact on marketing space in the Facility, and sums paid
        in
        settlement of claims and for attorney’s fees, consultant fees and expert fees,
        which may arise during or after the Term or any extension thereof as a result
        of
        such contamination, including, without limitation, costs and expenses incurred
        in connection with any investigation of site conditions or any cleanup,
        remedial, removal or restoration work required by any federal, state or local
        governmental agency, or political subdivision because of Hazardous Material
        present on or about the Leased Property or the Facility or anywhere else
        which
        emanated from Tenant or the Leased Property. Without limiting the foregoing,
        if
        the presence of any Hazardous Material on or about the Leased Property or
        the
        Facility, caused or permitted by Tenant results in any contamination of the
        Leased Property or the Facility, Tenant shall, at its sole expense, promptly
        take all actions as are necessary to return the Leased Property and/or the
        Facility to the condition existing prior to the introduction of any such
        Hazardous Material to the Leased Property and/or the Facility; provided,
        however, that Landlord’s approval of such actions shall first be obtained. The
        provisions of this Section 22.03 shall survive the Expiration Date or
        earlier termination of this Lease.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      22.03    
        If
        any
        laws, orders, rules or regulations of any applicable governmental authority
        require that any asbestos or other Hazardous Material contained in or about
        the
        Leased Property be removed, encapsulated or otherwise remediated in any
        particular manner in connection with any Tenant’s Changes, then it shall be
        Tenant’s obligation, at Tenant’s expense, to remove encapsulate or otherwise
        remediate such asbestos or any other Hazardous Material in accordance with
        all
        such laws, orders, rules and regulations. In the event Tenant is required
        to
        remediate such asbestos or other Hazardous Material in accordance with the
        foregoing provisions of this Article 22, then notwithstanding anything
        herein to the contrary, Landlord, at Landlord’s election, shall have the option
        to remediate such asbestos or other Hazardous Material and, in such event,
        Tenant shall reimburse Landlord, as Tenant Charges, for all of Landlord’s costs
        and expenses in connection therewith within ten (10) days next following
        the
        rendition of a statement by Landlord to Tenant requesting such reimbursement.
        

      


      ARTICLE
        23

       

      Casualty

      


      23.01    
        In
        the
        event of any fire or other casualty constituting a Non-Material Casualty
        or a
        Material Casualty (as such terms are defined in the Purchase Agreement) which
        does not result in the termination of the Purchase Agreement, this Lease
        shall
        continue in full force and effect, and (a) if the casualty shall occur prior
        to
        the date that is ninety (90) days prior to the Closing, Landlord shall repair
        the damage to and restore and rebuild the Facility and the Leased Property
        (excluding Tenant’s improvements and betterments and the FF&E) with
        reasonable dispatch after notice to it of the damage or destruction and the
        collection of the insurance proceeds attributable to such damage, provided
        that
        Landlord shall not be required to expend any amount in excess of the insurance
        proceeds actually received by Landlord with respect to such casualty, and
        (b)
        Tenant shall repair the damage to and restore and repair Tenant’s improvements
        and betterments and the FF&E with reasonable dispatch after such damage or
        destruction. Such work by Tenant shall be deemed Tenant’s Changes for the
        purposes of Article 6 hereof. Notwithstanding the provisions of this Section
        23.01 to the contrary, if the casualty shall occur within ninety (90) days
        prior
        to Closing, then Landlord shall have no obligation to restore the Facility
        or
        the Leased Property and the provisions of Section 16.4(b) of the Purchase
        Agreement shall apply to the rights and obligations of Landlord and Tenant
        in
        such circumstances. 

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      23.02    
        In
        the
        event that a Material Casualty (as such term is defined in the Purchase
        Agreement) results in the termination of the Purchase Agreement, this Lease
        shall automatically terminate simultaneously with the termination of the
        Purchase Agreement. Neither party shall have any right to terminate this
        Lease
        as a result of a fire or other casualty except in the event of a Material
        Casualty which results in the termination of the Purchase
        Agreement.

      


      23.03    
        Landlord
        will not be obligated to carry insurance of any kind on the FF&E or any
        improvements and betterments, and shall not be obligated to repair any damage
        to
        or replace any FF&E. Tenant agrees to look first to its insurance for
        recovery of any damage to or loss of FF&E. If Tenant shall fail to maintain
        such insurance, Landlord shall have the right to obtain same and the cost
        thereof shall be Tenant Charges under this Lease and payable by Tenant to
        Landlord on demand. 

      


      


      ARTICLE
        24

       

      Condemnation

      


      24.01    
        In
        the
        event of any Non-Material Taking or any Material Taking (as such terms are
        defined in the Purchase Agreement) that does not result in the termination
        of
        the Purchase Agreement, this Lease shall continue in full force and effect.
        In
        the event of any Material Taking which results in the termination of the
        Purchase Agreement, this Lease shall automatically terminate simultaneously
        with
        the termination of the Purchase Agreement. The proceeds of any condemnation
        award shall be paid in accordance with the provisions of Section 16.4(a)
        of the
        Purchase Agreement.

      


      ARTICLE
        25

       

      Estoppel
        Certificate

      


      25.01    
        Tenant
        agrees, at any time and from time to time, as requested by Landlord, upon
        not
        less than ten (10) Business Days prior notice, to execute and deliver to
        Landlord a statement certifying that this Lease is unmodified and in full
        force
        and effect (or if there have been modifications that the same is in full
        force
        as modified and stating the modifications), certifying the dates to which
        the
        Tenant Charges have been paid, stating whether or not, to the best knowledge
        of
        Tenant, Landlord is in default in performance of any of its obligations under
        this Lease, and, if so, specifying each such default of which Tenant may
        have
        knowledge, and certifying as to any other information regarding this Lease
        as
        Landlord shall reasonably request, it being intended that any such statement
        delivered pursuant hereto may be relied upon by others with whom Landlord
        may be
        dealing.

      


      ARTICLE
        26

       

      Miscellaneous

      


      26.01    
        Each
        term, covenant, agreement, obligation or other provision of this Lease on
        Tenant’s part to be performed shall be deemed and construed as a separate and
        independent covenant of Tenant, not dependent upon any of the other terms
        of
        this Lease. This Lease shall be construed without regard to any presumption
        or
        other rule requiring construction against the party causing this Lease to
        be
        drafted. In the event of any action, suit, arbitration, dispute or proceeding
        affecting the terms of this Lease, no weight shall be given to any deletions
        or
        striking out of any of the terms of this Lease contained in any draft of
        this
        Lease and no such deletion or strike out shall be entered into evidence in
        any
        such action, suit, arbitration, dispute or proceeding nor given any weight
        therein.

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      26.02    
        Neither
        the submission of this Lease form to Tenant nor the execution of this Lease
        by
        Tenant shall constitute an offer by Landlord to lease the Leased Property
        to
        Tenant. This Lease shall not be or become binding upon Landlord to any extent
        or
        for any purpose unless and until it is executed by Landlord and a fully executed
        counterpart thereof is delivered to Tenant.

      


      26.03    
        This
        Lease shall be governed in all respects by the laws of the State of New
        Jersey.

      


      26.04    
        If,
        in
        connection with obtaining financing for the Facility, a bank, insurance company
        or other lending institution shall request reasonable modifications to this
        Lease as a condition to such financing, Tenant will not unreasonably withhold,
        delay or defer its consent thereto, provided that such modifications do not
        increase the monetary obligations of Tenant hereunder, and do not materially
        increase any other obligations of Tenant hereunder or materially adversely
        affect the leasehold interest hereby created.

      


      26.05    
        The
        Schedules and/or Exhibits annexed to this Lease shall be deemed part of this
        Lease with the same force and effect as if such Schedules and/or Exhibits
        were
        numbered Articles of this Lease.

      


      26.06    
        Tenant
        acknowledges that it has no rights to any development rights, “air rights” or
        comparable rights appurtenant to the Facility, and consents, without further
        consideration, to any utilization of such rights by Landlord and agrees to
        promptly execute and deliver any instruments which may be requested by Landlord,
        including instruments merging zoning lots, evidencing such acknowledgment
        and
        consent.

      


      26.07    
        If
        any of
        the provisions of this Lease, or the application thereof to any person or
        circumstances, shall, to any extent, be invalid or unenforceable, the remainder
        of this Lease, or the application of such provision or provisions to persons
        or
        circumstances other than those as to whom or which it is held invalid or
        unenforceable, shall not be affected thereby, and every provision of this
        Lease
        shall be valid and enforceable to the fullest extent permitted by law.


      


      26.08    
        Tenant
        shall not place or permit to be placed any vending machines in the Leased
        Property, except with the prior written consent of Landlord in each instance.
        

      


      26.09    
        The
        Article headings of this Lease are for convenience only and are not to be
        given
        any effect whatsoever in construing this Lease. 

      


      26.10    
        Landlord
        and Tenant each represent that the individual signing this Lease on its behalf
        is duly authorized to sign this Lease on its behalf.

      


      26.11    
        Tenant
        shall not record this Lease or any memorandum hereof, and any such recording
        of
        this Lease by Tenant shall be invalid and of no force or effect.

      


      26.12    
        All
        references in this Lease to Sections and Articles shall be deemed to refer
        to
        Sections and Articles in this Lease.

      


      26.13    
        Except
        as
        expressly provided in Article 23 and Article 24 hereof, the
        obligations of Tenant under this Lease shall be in no way affected, impaired
        or
        excused, nor shall Landlord have any liability whatsoever to Tenant, nor
        shall
        it be deemed a constructive eviction because Landlord is unable to fulfill,
        or
        is delayed in fulfilling, any of its obligations under this Lease by reason
        of
        strike, lock-out or other labor trouble, governmental preemption of priorities
        or other controls in connection with a national or other public emergency
        or
        shortages of fuel, supplies or labor resulting therefrom, or any other cause,
        whether similar or dissimilar, beyond Landlord’s reasonable
        control.

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

      


      26.14    
The
        execution and performance of this Lease, Landlord’s and Tenant’s review and
        approval rights (if any) described in this Lease, the agreements of the parties
        in this Lease and the exercise of any rights hereunder, are not intended,
        and
        shall not be construed, to create a partnership, joint venture or co-tenancy
        between Landlord and Tenant. Furthermore, the execution of this Lease by
        Landlord and Tenant shall not create (and neither Landlord nor Tenant intends
        to
        create) any relationship of principal and agent between Landlord or Tenant,
        or
        any partnership or joint venture relationship between Landlord and Tenant.
        Neither Landlord nor Tenant shall be deemed to be a fiduciary of the other
        party.

      


      26.15    
        Landlord
        shall have the right to establish, modify, change and enforce rules and
        regulations with respect to the Facility and Tenant shall observe and comply
        with all such rules and regulations. Nothing contained in this Lease shall
        impose upon Landlord any obligation to enforce any rules and regulations
        or
        terms, covenants or conditions in any other lease against any other Facility
        tenant, and Landlord shall not be liable to Tenant for violation of the rules
        and regulations by any other tenant, its employees, agents, visitors or
        licensees.

      


      26.16    
        Landlord
        and Tenant acknowledge and agree that this is a “net” Lease and the amounts
        payable by Tenant hereunder shall not be subject to offset, abatement, defense,
        or counterclaim of any kind and, except as specifically set forth herein,
        Landlord shall not be required to provide any service or incur any expense
        with
        respect to the Leased Property or Tenant’s use and operation
        thereof.

      


      26.17    
        This
        Lease constitutes the entire agreement between Landlord and Tenant with respect
        to the subject matter hereof, and any prior understandings and agreements
        between the parties have been merged into this Lease and the Purchase Agreement.
        This Lease may not be changed, modified, or discharged, in whole or in part,
        except by a writing made after the date hereof signed by the party against
        whom
        enforcement of the change, modification, or discharge is sought. Nothing
        in this
        provision shall waive, terminate or affect the Purchase Agreement, or the
        references in this Lease to the Purchase Agreement.

      


      26.18    
        This
        Lease may be executed in any number of counterparts, each of which shall,
        when
        executed, be deemed to be an original and all of which shall be deemed to
        be one
        and the same instrument. This Lease may be executed by facsimile signature,
        which shall be as binding as original signature.

      


      26.19    
        Tenant
        and the guarantors of this Lease hereby confirm that they have reviewed and
        approved the Purchase Agreement.

      


      26.20    
        Anything
        in this Lease to the contrary notwithstanding, Tenant (unless otherwise directed
        by Landlord) at all times freely shall allow all persons (provided such persons
        are properly attired) reasonable access and egress to and from the portion
        of
        the Facility rented under the Restaurant Lease (as defined in the Purchase
        Agreement) across the Premises and to and from the portion of the Facility
        operated as a Hotel, including, without limitation, use of the corridor
        connecting the Premises, the portion of the Facility rented under the Restaurant
        Lease, and the portion of the Facility operated as a Hotel.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      26.21      (a)    
        Tenant
        acknowledges, that, with the consent of Buyer’s Principals, Landlord has
        requested that Kroll Inc. or an affiliate of Kroll Inc. conduct background
        investigations concerning Buyer’s Principals and provide reports of such
        investigations (“Kroll Reports”). 

       

      (b)    
        In
        the
        event that any of the Kroll Reports include any information concerning any
        of
        Buyer’s Principals that Landlord, in Landlord’s reasonable judgment, deems of
        such nature that Landlord’s reputation could be adversely affected by engaging
        in a transaction with any of Buyer’s Principals or otherwise being associated
        with any of Buyer’s Principals, then Seller shall have the right to terminate
        this Lease by notice to Tenant (it being agreed by Tenant that notice by
        the
        seller under the Purchase Agreement to the buyer thereunder terminating the
        Purchase Agreement shall ipso facto also be deemed notice to Tenant under
        this
        Lease by Landlord terminating this Lease pursuant to this provision) in which
        event this Lease shall thereupon be deemed terminated, and neither party
        hereto
        shall have any obligations of any nature to the other hereunder or by reason
        hereof, except for those provisions that expressly survive such termination;
        provided, however, that such notice terminating this Lease pursuant to this
        provision must be given not later than the date ten (10) days after receipt
        by
        Landlord of the last of the Kroll Reports concerning Buyer’s Principals to be
        received by Landlord.    

      


      ARTICLE
        27

       

      Guaranty.

      


      27.01    
        To
        induce
        Landlord to enter into this Lease, David Weiss and Daniel Sawicki (individually
        and collectively, jointly and severally, “Guarantor”)
        in
        accordance with and subject to the provisions of this Article 27 (this
“Guaranty”),
        jointly
        and severally, absolutely, unconditionally and irrevocably guarantees, as
        a
        primary obligor and not merely as a surety: (i) the full and prompt payment
        of
        all Tenant Charges, and (ii) the full and timely performance of all covenants,
        terms, conditions, obligations, indemnities, and agreements to be performed
        by
        Tenant under this Lease (all of the obligations described in clauses (i)
        and
        (ii), collectively, the “Obligations”).
        

      


      27.02    
        Guarantor
        agrees with Landlord that (i) any action, suit or proceeding of any kind
        or
        nature whatsoever (an “Action”)
        commenced by Landlord against Guarantor to collect any Tenant Charges due
        under
        this Lease for any month or months shall not prejudice in any way Landlord’s
        rights to collect any such amounts due for any subsequent month or months
        throughout the term of this Lease in any subsequent Action, (ii) Landlord
        may,
        at its option, without prior notice or demand, join Guarantor in any Action
        against Tenant in connection with or based upon this Lease or any of the
        Obligations, (iii) Landlord may, to the extent permitted under this Guaranty,
        seek and obtain recovery against Guarantor in an Action against Tenant or
        in any
        independent Action against Guarantor without Landlord first asserting,
        prosecuting, or exhausting any remedy or claim against Tenant or against
        any
        security of Tenant held by Landlord under this Lease, and (iv) Guarantor
        will be
        conclusively bound in any jurisdiction by a judgment in any Action by Landlord
        against Tenant, as if Guarantor were a party to such Action, even though
        Guarantor is not joined as a party in such Action.

      


      27.03    
        This
        Guaranty is an absolute and unconditional guaranty of payment and of
        performance, and not of collection, and shall be enforceable against Guarantor
        without the necessity of the commencement by Landlord of any Action against
        Tenant, and without the necessity of any notice of nonpayment, nonperformance
        or
        nonobservance, or any notice of acceptance of this Guaranty, or of any other
        notice or demand to which Guarantor might otherwise be entitled, all of which
        Guarantor hereby expressly waives in advance.

      


      27.04    
        This
        Guaranty is a continuing guarantee and will remain in full force and effect
        notwithstanding, and the liability of Guarantor hereunder shall be absolute
        and
        unconditional irrespective of: (i) any modifications, amendments or termination
        of this Lease, (ii) any releases or discharges of Tenant other than the full
        release and complete discharge of all of the Obligations, (iii) any extension
        of
        time that may be granted by Landlord to Tenant, (iv) any assignment or transfer
        of all of any part of Tenant’s interest under this Lease, (v) any further
        subletting of the Premises, (vi) any other dealings or matters occurring
        between
        Landlord and Tenant, (viii) the taking by Landlord of any additional guarantees
        from other persons or entities, (viii) the releasing by Landlord of any other
        guarantor, (ix) Landlord’s release of any security provided under this Lease, or
        (x) Landlord’s failure to perfect any landlord’s lien or other security interest
        available under applicable law. Guarantor hereby consents, prospectively,
        to
        Landlord’s taking or entering into any or all of the foregoing actions. This
        Guaranty and the liability of Guarantor hereunder shall not be impaired,
        modified, changed, stayed, released or limited in any manner whatsoever by
        any
        impairment, modification, change, release, limitation or stay of the liability
        of Tenant or its estate in bankruptcy resulting from the operation of any
        present or future provision of the United States Bankruptcy Code or any other
        statute or from the decision of any court interpreting any of the same. It
        is
        understood that this Guaranty shall cease and shall be no longer effective
        upon
        the Expiration Date or earlier termination of this Lease except for obligations
        of Tenant that are specifically referenced in this Lease to survive the
        Expiration Date or termination of this Lease, or that have accrued under
        this
        Lease prior to the Expiration Date or sooner termination of this Lease, which
        surviving obligations are specifically agreed to include, without limitation,
        any indemnification obligations of Tenant pursuant to this Lease.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      27.05    
        Guarantor
        waives (i) notice of acceptance of this Guaranty, (ii) notice of any actions
        taken by Landlord or Tenant under this Lease or any other agreement or
        instrument relating thereto, (iii) notice of any and all defaults by Tenant
        in
        the payment of Tenant Charges, or of any other defaults by Tenant under this
        Lease, and (iv) all other notices, demands and protests, and all other
        formalities of every kind in connection with the enforcement of the Obligations,
        omission of or delay in which, but for the provisions of this Section 27.05,
        might constitute grounds for relieving Guarantor of his obligations
        hereunder.

      


      27.06    
        Guarantor
        waives trial by jury of any and all issues arising in any Action upon, under
        or
        in connection with this Guaranty, this Lease, the Obligations, and any and
        all
        negotiations or agreements in connection therewith.

      


      27.07    
        Guarantor
        represents and warrants to Landlord that:

      


      (a)    
        Guarantor
        is a citizen of United States of America and has all requisite power and
        authority to enter into and perform his obligations under this
        Guaranty.

      


      (b)    
        The
        execution, delivery and performance by Guarantor of this Guaranty does not
        and
        will not (i) contravene applicable law or any contractual restriction binding
        on
        or affecting Guarantor or any of his properties, or (ii) result in or require
        the creation of any lien, security interest or other charge or encumbrance
        upon
        or with respect to any of his properties.

      


      (c)    
        This
        Guaranty is a legal, valid and binding obligation of Guarantor, enforceable
        against Guarantor in accordance with its terms.

      


      27.08    
        There
        is
        no action, suit or proceeding pending or threatened against or otherwise
        affecting Guarantor before any court or other governmental authority or any
        arbitrator which may materially adversely affect Guarantor’s ability to perform
        its obligations under this Guaranty.

      


      27.09    
        Guarantor
        owns 100% of the membership interest in Tenant.

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      27.10    
        All
        consents, notices, demands, requests, approvals or other communications given
        under this Guaranty shall be given as provided this Lease and shall be addressed
        to Guarantor at Guarantor’s address set forth on the signature page of this
        Lease.

      


      27.11    
        Guarantor
        hereby irrevocably (i) submits to the jurisdiction of any New Jersey or Federal
        court sitting in New Jersey in any Action arising out of or relating to this
        Guaranty, and (ii) agrees that all claims in respect of such Action may be
        heard
        and determined in such New Jersey State or Federal court. Service of process
        in
        any such Action may be made by mailing or delivering such process to Guarantor
        at his address specified on the signature page hereof. Guarantor agrees that
        a
        final judgment in any such Action shall be conclusive and may be enforced
        in
        other jurisdictions by suit on the judgment or in any other manner permitted
        by
        law. Nothing set forth herein shall limit or affect Landlord’s right to serve
        legal process in any other manner permitted by law.

      


      27.12    
        Guarantor
        irrevocably waives, to the fullest extent permitted by law, and agrees not
        to
        assert, by way of motion, as a defense or otherwise (i) any objection which
        it
        may have or may hereafter have to the laying of the venue of any such Action
        brought any of the courts described in Section 27.11 hereof, (ii) any claim
        that
        any such Action brought in any such court has been brought in an inconvenient
        forum, or (iii) any claim that Guarantor is not personally subject to the
        jurisdiction of any such courts. Guarantor agrees that final judgment in
        any
        such Action brought in any such court shall be conclusive and binding upon
        Guarantor and may be enforced by Landlord in the courts of any state, in
        any
        federal court, and in any other courts having jurisdiction over Guarantor
        or any
        of his property, and Guarantor agrees not to assert any defense, counterclaim
        or
        right of set-off in any Action brought by Landlord to enforce such judgment.
        

      


      27.13    
        Guarantor
        hereby irrevocably waives, with respect to himself and his property, any
        immunity from the jurisdiction of any court or from any legal process, to
        which
        Guarantor may be entitled, and agrees not to assert any claims of any such
        immunities in any Action brought by Landlord under or in connection with
        this
        Guaranty. Guarantor acknowledges that the making of such waivers, and Landlord’s
        reliance on the enforceability thereof, is a material inducement to Landlord
        to
        enter into this Lease.

      


      27.14    
        Guarantor
        specifically acknowledges and agrees to the provisions set forth in Section
        12.06 of this Lease.

      


      27.15    
        The
        provisions, covenants and guaranties of this Guaranty shall be binding upon
        Guarantor and his heirs, successors, legal representatives and assigns, and
        shall inure to the benefit of Landlord and its successors and assigns, and
        shall
        not be deemed waived or modified unless such waiver or modification is
        specifically set forth in writing, executed by Landlord or its successors
        and
        assigns, and delivered to Guarantor.

      


      27.16    
        Guarantor
        may execute this instrument in counterparts each of which shall, when executed,
        be deemed to be an original and all of which shall be deemed to be one and
        the
        same instrument. Guarantor may execute this instrument by facsimile signature,
        which shall be as binding as original signature.

      


      [Signature
        Page Follows]

      


      


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Lease as of the date set
        forth
        above.

       

      
        	 	 	 
	 	LANDLORD:
	 	WO GRAND HOTEL,
                LLC 
	 	By    WILSHIRE
                ENTERPRISES,
                INC., 
	 	 
	 	Managing Member 
	 	 
	 	By:  	 
	 	
                
Daniel
                C. Pryor
	 	President


      

      
        	 	 	 
	 	 	 
	 	TENANT:
	 	PLEASANT VALLEY 350 CATERING
                ASSOCIATES, L.L.C. 
	 	 
	 	By:  	 
	 	
                
Name:

	 	Title:  
                Managing Member


      

       

      
        	As to Article
                27: 	 
	Guarantor: 	 
	 	 
	
                
                  

                

                Name: 
                  David Weiss

              	 
	
                 

              	 
	
                
                  

                

                Address:  

                 

              	 
	
                
                  

                   

              	 


      

      


      


      
        	
                
                  

                

                Name:
                   Daniel Sawicki

                 

              	 
	
                
                  

                

                Address:

              	  
	
                
  	
                

                  


      

      
 

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      Facility
        Floor Plan

      


      The
        floor
        plan which follows is intended solely to identify the general location of
        the
        Facility, and should not be used for any other purpose. All areas, dimensions
        and locations are approximate, and any physical conditions indicated may
        not
        exist as shown.

       

      
         

        
          
             

            
              
                
                

              

              
                A-1

                
                  

                

              

              
                
                

              

            

          

        

      

       

      

      


      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      Premises
        Floor Plan

      


      The
        floor
        plan which follows is intended solely to identify the general location of
        the
        Premises, and should not be used for any other purpose. All areas, dimensions
        and locations are approximate, and any physical conditions indicated may
        not
        exist as shown.

       

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

      

      


      


      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      


      Landlord’s
        Reservations

      


      


      The
        following schedule of Landlord’s Reservations shall apply only to the extent
        such Reservations pertain to dates after the commencement of the term of
        this
        Lease.

      


      


      


      Banquet
        Functions For 2005

       

      
        
          	
                  Banquet

                	
                  Type

                	
                  Date

                	
                  Liquor
                    (Y/N)

                
	 	 	 	 
	
                  Hershkowitz
                    Party

                	
                  Barmitzvah

                	
                  10/1/05

                	
                  N

                
	 	 	 	 
	
                  UMDNJ

                	
                  Lunch
                    Meeting

                	
                  10/15/05

                	
                  N

                
	 	 	 	 
	
                  POA

                	
                  Business
                    Meeting

                	
                  10/19/05

                	
                  N

                
	 	 	 	 
	
                  Travel
                    Impressions

                	
                  Travel
                    Expo

                	
                  10/26/05

                	
                  Y

                
	 	 	 	 
	
                  Kraus
                    Hamlet

                	
                  Wedding

                	
                  10/29/05

                	
                  Y

                
	 	 	 	 
	
                  Rooney
                    Party

                	
                  Sweet
                    16

                	
                  11/4/05

                	
                  Y

                
	 	 	 	 
	
                  Pecknay
                    Party

                	
                  Batmitzvah

                	
                  11/12/05

                	
                  Y

                
	 	 	 	 
	
                  POA

                	
                  Business
                    Meeting

                	
                  11/16/05

                	
                  N

                
	 	 	 	 
	
                  Blassberg
                    Party

                	
                  Wedding

                	
                  11/26/05

                	
                  Y

                
	 	 	 	 
	
                  Continental
                    Systems

                	
                  Holiday
                    Party

                	
                  12/9/05

                	
                  Y

                
	 	 	 	 
	
                  Spurling
                    Party

                	
                  Batmitzvah

                	
                  12/17/05

                	
                  Y

                


        

      

       

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

      


      

        
          	
                  Banquet
                    Functions For 2006.

                	 	 	
                  Liquor
                    (Y/N)

                
	 	 	 	 
	
                  Garfinkel
                    Barmitzvah

                	
                  1/7/06

                	
                  Richfield
                    Regency

                	
                  Y

                
	 	 	 	 
	
                  American
                    Savings Meeting

                	
                  1/19/06

                	
                  Inhouse

                	
                  N

                
	 	 	 	 
	
                  Buchbinder
                    Barmitzvah

                	
                  2/10-2/12/06
                    

                	
                  Total
                    Event

                	
                  Y

                
	 	 	 	 
	
                  Schwartz
                    Barmitzvah

                	
                  3/4/06

                	
                  Total
                    Event

                	
                  Y

                
	 	 	 	 
	
                  Glinn
                    Barmitzvah

                	
                  4/23/06

                	
                  Richfield
                    Regency

                	
                  Y

                
	 	 	 	 
	
                  Freeman
                    Wedding

                	
                  5/28/06

                	
                  TBD

                	
                  Y

                
	 	 	 	 
	
                  Wilder
                    Barmitzvah

                	
                  6/3/06

                	
                  Richfield
                    Regency

                	
                  Y

                
	 	 	 	 
	
                  Miller
                    Barmitzvah

                	
                  6/10/06

                	
                  Richfield
                    Regency

                	
                  Y

                
	 	 	 	 
	
                  Berkowitz
                    Barmitzvah

                	
                  10/28-29/06

                	
                  Prestige

                	
                  Y

                


        

        
           

           

          
            
              
              

            

            
              C-2