EXHIBIT
      10.8

      
        

        

      

       

      

      


      


      LEASE

       

      BY
        AND
        BETWEEN

      


      350
        LINDEN OAKS, L.P.

      LANDLORD

      


      AND

      


      VIRTUALSCOPICS

      TENANT

      


      DATED
        AS
        OF

      


      October
        17, 2003

      


      


      


      
        

        

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      TABLE
        OF CONTENTS

       

      
        
          
            	
                    PARAGRAPH
                      1: TERMS AND DEFINITIONS

                  	
                    1

                  
	
                    PARAGRAPH
                      2: OPTION TO RENEW

                  	
                    2

                  
	
                    PARAGRAPH
                      3: CONSENT

                  	
                    3

                  
	
                    PARAGRAPH
                      4: COMMENCEMENT AND POSSESSION

                  	
                    3

                  
	
                    PARAGRAPH
                      5: RENT

                  	
                    3

                  
	
                    PARAGRAPH
                      6: INTENTIONALLY DELETED

                  	
                    4

                  
	
                    PARAGRAPH
                      7: BUILDOUT; TENANT’S WORK

                  	
                    4

                  
	
                    PARAGRAPH
                      8: INTENTIONALLY DELETED

                  	
                    4

                  
	
                    PARAGRAPH
                      9: HOLDOVER TENANCY

                  	
                    4

                  
	
                    PARAGRAPH
                      10: TENANT’S ALTERATIONS

                  	
                    5

                  
	
                    PARAGRAPH
                      11: INTENTIONALLY DELETED

                  	
                    6

                  
	
                    PARAGRAPH
                      12: PROJECT SERVICES

                  	
                    6

                  
	
                    PARAGRAPH
                      13: INTERRUPTION OF SERVICES

                  	
                    7

                  
	
                    PARAGRAPH
                      14: USE OF LEASED PREMISES

                  	
                    7

                  
	
                    PARAGRAPH
                      15: SIGNS AND GRAPHICS

                  	
                    7

                  
	
                    PARAGRAPH
                      16: ENVIRONMENTAL PROVISIONS

                  	
                    8

                  
	
                    PARAGRAPH
                      17: INSURANCE AND WAIVER OF SUBROGATION

                  	
                    9

                  
	
                    PARAGRAPH
                      18: REPAIRS

                  	
                    10

                  
	
                    PARAGRAPH
                      19: ASSIGNMENT AND SUBLETTING

                  	
                    10

                  
	
                    PARAGRAPH
                      20: ADDITIONAL RIGHTS RESERVED TO THE LANDLORD

                  	
                    11

                  
	
                    PARAGRAPH
                      21: LANDLORD’S REPRESENTATIONS

                  	
                    12

                  
	
                    PARAGRAPH
                      22: CASUALTY AND UNTENANTABILITY

                  	
                    12

                  
	
                    PARAGRAPH
                      23: CONDEMNATION

                  	
                    13

                  
	
                    PARAGRAPH
                      24: WAIVER OF CERTAIN CLAIMS

                  	
                    13

                  
	
                    PARAGRAPH
                      25: LIMITATION OF LANDLORD’S LIABILITY

                  	
                    13

                  
	
                    PARAGRAPH
                      26: TENANT’S DEFAULT

                  	
                    13

                  
	
                    PARAGRAPH
                      28: LANDLORD’S DEFAULT

                  	
                    15

                  
	
                    PARAGRAPH
                      29: REMEDIES OF TENANT

                  	
                    15

                  
	
                    PARAGRAPH
                      30: SURRENDER OF LEASED PREMISES

                  	
                    16

                  
	
                    PARAGRAPH
                      31: SEVERABILITY

                  	
                    16

                  
	
                    PARAGRAPH
                      32: WAIVER

                  	
                    16

                  
	
                    PARAGRAPH
                      33: ESTOPPEL

                  	
                    16

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	
                    PARAGRAPH
                      34: SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE

                  	
                    16

                  
	
                    PARAGRAPH
                      35: QUIET ENJOYMENT

                  	
                    17

                  
	
                    PARAGRAPH
                      36: ATTORNEYS’ FEES

                  	
                    17

                  
	
                    PARAGRAPH
                      37: FORCE MAJEURE

                  	
                    17

                  
	
                    PARAGRAPH
                      38: APPLICABLE LAW

                  	
                    17

                  
	
                    PARAGRAPH
                      39: BINDING EFFECT; GENDER

                  	
                    17

                  
	
                    PARAGRAPH
                      40: TIME

                  	
                    17

                  
	
                    PARAGRAPH
                      41: WAIVER OF JURY TRIAL

                  	
                    17

                  
	
                    PARAGRAPH
                      42: HEADINGS

                  	
                    18

                  
	
                    PARAGRAPH
                      43: BROKERS

                  	
                    18

                  
	
                    PARAGRAPH
                      44: ENTIRE AGREEMENT

                  	
                    18

                  
	
                    PARAGRAPH
                      45: NOTICES

                  	
                    18

                  
	
                    PARAGRAPH
                      46: WAIVER OF REDEMPTION

                  	
                    18

                  
	
                    PARAGRAPH
                      47: PARKING

                  	
                    19

                  
	
                    PARAGRAPH
                      48: EXHIBITS

                  	
                    19

                  
	
                    PARAGRAPH
                      49: ADA

                  	
                    20

                  


          

        

      

      


      



      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      



      LEASE

       

      This
        Lease is made as of the 17th day of October, 20053
        between
350
        LINDEN OAKS, L.P.,
        a
        limited partnership organized under the laws of the State of New York
        (“Landlord”), and VIRTUALSCOPICS,
        a
        limited liability company organized under the laws of the State of New York
        (“Tenant”). Landlord leases to Tenant and Tenant accepts from Landlord the
        Leased Premises, subject to the following terms and conditions:

       

      PARAGRAPH
        1: TERMS AND DEFINITIONS.

       

      The
        following terms and definitions shall be applied uniformly throughout the
        Lease:

       

      A.    “Leased
        Premises”
        shall
        mean a portion of the space located on the 1st
        floor of
        the Building shown on the floor plan attached hereto as Exhibit
        A,
        together with the right to use in common with other tenants of the Building
        hallways, elevators, restrooms and other common areas, plus associated
        parking.

       

      B.    “Building”
        shall
        mean a three story, masonry construction office building located at 350 Linden
        Oaks.

       

      C.    “Project”
        shall
        mean Linden Oaks Office Park located in the Town of Pittsford, County of
        Monroe,
        State of New York, with a mailing address of Rochester, New York
        14625.

       

      D.    “Tenant’s
        Rentable Square Footage”
        shall
        mean approximately 12,258 rentable square feet (10,945 usable square feet
        plus a
        building “add-on factor” of twelve percent (12%)) in the Leased Premises. “Total
        Rentable Square Footage” of the Building shall mean 77,000 rentable square
        feet.

       

      E.    “Lease
        Commencement Date”
        shall
        mean October 1, 2003, or upon the completion of Landlord’s Work, whichever
        occurs later. Notwithstanding the foregoing provisions, the Lease Commencement
        Date shall be subject to the provisions of Paragraph 4 hereof. 

       

      F.    “Lease
        Expiration Date”
        shall
        mean March 31, 2006 unless sooner terminated by Landlord or Tenant pursuant
        to
        the provisions of this Lease.

       

      G.    “Term”
        shall
        mean the two (2) year six (6) month period, commencing with the Lease
        Commencement Date and ending with the Lease Expiration Date. The Lease
        Commencement Date, Lease Expiration Date and Term may be adjusted pursuant
        to
        Paragraph 4 of this Lease.

       

      H.    “Base
        Rent”
        shall
        mean $73,548.00 for the first six (6) months of the Term ($12.00 per square
        foot
        multiplied by Tenant’s Rentable Square Footage) payable in monthly installments
        of $12,258.00 except that there shall be no Base Rent due for the first month
        of
        the Term; $79,677.00 for the second six (6) months of the Term ($13.00 per
        square foot multiplied by Tenant’s Rentable Square Footage) payable in monthly
        installments of $13,279.50; $85,806.00 for the third sixth (6) months of
        the
        Term ($14.00 per square foot multiplied by Tenant’s Rentable Square Footage)
        payable in monthly installments of $14,301.00; and $183,870.00 for the last
        twelve (12) months of the Term ($15.00 per square foot multiplied by Tenant’s
        Rentable Square Footage) payable in monthly installments of $15,322.50. The
        Total Base Rent over the entire term is $422,901.00. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      I.    Intentionally
        Deleted.

       

      J.    “Lease
        Year”
        shall
        mean a period of twelve (12) months beginning with the Lease Commencement
        Date
        or any anniversary thereof (unless such day is other than the first of a
        calendar month, in which event it shall begin on the first day of the following
        calendar month). 

       

      K.    Intentionally
        Deleted. 

       

      L.    “Permitted
        Purpose”
        shall
        mean general office use.

       

      M.    “Managing
        Agent”
        shall
        mean Linden Oaks Management Company, Inc., whose address is 400 Linden Oaks
        Office Park, Rochester, New York 14625, or such other party as Landlord may
        designate from time to time.

       

      N.    “Broker
        of Record”
        shall
        mean Gerbracht Hines Associates, Roz Gerbracht, Broker.

       

      O.    “Landlord’s
        Notice Address”
        is 400
        Linden Oaks Office Park, Rochester, New York, 14625.

       

      P.    “Tenant’s
        Notice Address”:
        350
        Linden Oaks, Pittsford, New York 14625.

       

      Q.    “Additional Rent”
        shall
        mean all sums payable by Tenant under this Lease, whether or not stated to
        be
        Base Rent or Additional Rent.

       

      PARAGRAPH
        2: OPTION TO RENEW.

       

      If
        this
        Lease shall not have been terminated pursuant to any provisions hereof, and
        provided that Tenant is not in default hereunder, then Tenant may, at Tenant’s
        option, extend the term of this Lease for one (1) additional term of two
        (2)
        years, commencing on the expiration of the original term, on the same terms,
        covenants and conditions of this Lease, except that there shall be no further
        option to renew (the “Renewal Term”). The renewal option shall be subject to the
        following conditions:

       

      A.    Tenant
        shall notify Landlord in writing of its desire to exercise its renewal option
        no
        later than three (3) months prior to the expiration of the initial Term.
        If
        Tenant fails to so notify Landlord, Tenant’s option to renew shall automatically
        expire.

       

      B.    Base
        Rent
        for the Renewal Term shall mean $196,128.00 annually ($16.00 per square foot
        multiplied by Tenants Rentable Square Footage) payable in monthly installments
        of $16,344.00 plus applicable sales tax, if any.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      PARAGRAPH
        3: CONSENT.

       

      Notwithstanding
        any other provision of this Lease, all consents and approvals to be given
        by
        Landlord or Tenant, as the case may be, shall not be unreasonably or arbitrarily
        withheld, delayed or conditioned, and shall be timely made.

       

      PARAGRAPH
        4: COMMENCEMENT AND POSSESSION.

       

      A.    Subject
        to the terms and conditions herein, the Term and the possession of the Leased
        Premises by Tenant shall commence on the Lease Commencement Date. Subject
        to the
        conditions herein, the Rent shall commence one month after the Lease
        Commencement Date. 
        Notwithstanding anything to the contrary contained herein, Tenant hereby
        waives
        any right to rescind this Lease under Section 223-a of the New York Real
        Property Law or any successor statute of similar import then in force and
        further waives the right to recover any damages which may result from Landlord’s
        failure to deliver possession of the Leased Premises to Tenant on the Lease
        Commencement Date, and provided that Tenant is not responsible for such
        inability to give such possession, the Base Rent and Additional Rent reserved
        and covenanted to be paid herein shall not commence until possession of the
        Leased Premises is given to, or the Leased Premises are available for occupancy
        by Tenant, and no such failure by Landlord to give possession of the Leased
        Premises on the Lease Commencement Date shall in any wise affect the validity
        of
        this Lease or the obligations of Tenant hereunder or give rise to any claim
        for
        damages by Tenant or claim for rescission of this Lease nor shall the same
        be
        construed in any wise to extend the Term. Tenant shall have the right to
        terminate the Lease if possession is not delivered by November 1,
        2003.

       

      B.    Promptly
        after the Lease Commencement Date is ascertained, Landlord and Tenant shall
        execute a Lease Commencement Date Agreement in the form attached hereto as
        Exhibit
        E,
        confirming the Lease Commencement Date, Tenant’s Rentable Square Footage, Base
        Rent, and the Lease Expiration Date.

       

      PARAGRAPH
        5: RENT.

       

      Tenant
        shall pay each monthly installment of Base Rent in advance on or before the
        first calendar day of each month, together with each monthly installment
        of
        Additional Rent, as defined below. Base Rent and Additional Rent, together
        with
        all other amounts payable by Tenant to Landlord under this Lease, shall be
        sometimes referred to collectively as “Rent.” Tenant shall pay all Rent to
        Landlord or Managing Agent at a place specified by Landlord. If Tenant fails
        to
        make any payment of Rent within ten (10) business
        days after receipt of written notice from Landlord that payment is
        past due,
        then
        Tenant shall pay a late charge of two percent (2%) of the amount of the payment
        per month from the date when due. Such late charge shall constitute Additional
        Rent, and shall be paid with the next monthly installment of Rent coming
        due.
        Such late charge shall be in addition to, and not in lieu of, all other rights
        and remedies provided to Landlord in this Lease.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        PARAGRAPH
          6: INTENTIONALLY DELETED.

         

      

      PARAGRAPH
        7: BUILDOUT; TENANT’S WORK.

       

      A.    Landlord
        will provide the Leased Premises in “as is” condition except that Landlord shall
        add a door/separation between the conference rooms of the lobby and the work
        area (“Landlord’s Work”). Landlord will also provide to Tenant the furnishings
        currently existing in the Leased Premises for Tenant’s use during the term of
        this Lease. Landlord and Tenant shall agree upon an inventory list to be
        prepared by Landlord’s representative. Provided there are no uncured Tenant
        defaults at the expiration of the Term of this Lease, the furnishings shall
        then
        become the property of Tenant. In the event the Lease is terminated prior
        to the
        end of the Term, or Tenant elects not to remove the furnishings at the
        expiration of the Term, then Tenant shall leave the furniture in the Leased
        Premises in reasonably good condition, normal wear and tear excepted.


       

      B.    After
        reasonable notice to Landlord, Tenant shall have the right to enter the Leased
        Premises prior to the Lease Commencement Date to perform Tenant’s Work (as
        hereinafter defined). Tenant agrees (a) to comply with all covenants and
        conditions of this Lease, except for the payment of Rent while performing
        such
        Tenant’s Work prior to the Lease Commencement Date, (b) that Tenant’s Work will
        not interfere with the other tenants in the building, (c) such occupancy
        shall
        be at Tenant’s sole risk and (d) Tenant shall be responsible for any damage
        caused to Landlord’s work by Tenant or its contractors.

       

      C.    The
        term
“Tenant’s Work” shall mean installation of telephones, computers, additional
        furnishings not provided in (a) above, finishes, signage, artwork and other
        improvements which will need to be installed in the Leased Premises. As part
        of
        Tenant’s Work, Tenant shall provide chair pads for wheeled and swivel-type
        chairs.

       

      D.    All
        Tenant’s Work shall be done at Tenant’s sole cost and expense and in accordance
        with all laws, ordinances, and rules and regulations of any federal, state,
        county, municipal, or other public authority having jurisdiction over the
        Leased
        Premises. Tenant shall use qualified contractors and all work must be done
        in a
        good and workmanlike manner and conform with the standard of the
        Building.

       

      E.    Any
        mechanic’s lien filed against the leased Premises or the Building for work
        claimed to have been done or materials claimed to have been furnished to
        Tenant
        shall be discharged by Tenant within thirty (30) days from the date of receipt
        of notice of the lien.

       

      PARAGRAPH
        8: INTENTIONALLY DELETED.

       

      PARAGRAPH
        9: HOLDOVER TENANCY.

       

      If
        Tenant
        shall holdover without permission after the expiration of the Term, Tenant
        shall
        be deemed to occupy the Leased Premises as a tenant from month to month,
        which
        tenancy may be terminated by thirty (30) days written notice. During such
        tenancy, Tenant agrees to pay to Landlord an amount equal to one hundred
        fifty
        percent (150%) of the monthly Base Rent (the Base Rent being in effect the
        last
        month of the Term) plus Additional Rent, and to be bound by all of the terms,
        conditions and covenants herein specified or the holdover shall be deemed
        to be
        a Tenant’s Default under Paragraph 26 of this Lease. Landlord may exercise all
        of its rights and remedies in the event of Tenant’s holdover without permission
        after the expiration of the Term.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      
        PARAGRAPH
          10: TENANT’S ALTERATIONS.

         

      

      A.    With
        the
        exception of Tenant’s Work, Tenant shall not make any alterations, additions or
        improvements (collectively referred to as “Tenant Alterations”) in or to the
        Leased Premises without first obtaining the written consent of Landlord.
        All
        Tenant’s Alterations shall be done in accordance with (i) all laws, ordinances,
        and rules and regulations of any federal, state, county, municipal, or other
        public authority having jurisdiction over the Leased Premises, (ii) all
        requirements of any national or local board of fire underwriters or other
        body
        exercising similar functions, and (iii) all requirements of any insurance
        company which has issued a policy with respect to the Tenant’s
        Alterations.

       

      B.    Tenant
        shall use qualified contractors and all work must be done in a good and
        workmanlike manner and conform with the standard of the Building. At Landlord’s
        election, Tenant shall remove all Tenant’s Alterations prior to its return of
        possession of the Leased Premises to Landlord pursuant to the terms of this
        Lease and Tenant shall restore the Leased Premises to its original condition
        prior to the installation of such Tenant’s Alterations, subject to ordinary wear
        and tear and damage by fire and other insured casualty excepted. Notwithstanding
        the foregoing, Tenant shall not be required to remove any of Tenant’s
        Alterations for which Tenant received prior written approval from the Landlord
        allowing such Tenant’s alterations to remain after the expiration or earlier
        termination of this Lease.

       

      C.    Any
        mechanic’s lien filed against the Leased Premises or the Building for work
        claimed to have been done or material claimed to have been furnished to Tenant
        shall be discharged by Tenant within thirty (30) days from the date of receipt
        of notice of the lien. For the purposes hereof, the bonding of such lien
        by a
        reputable casualty or insurance company reasonably satisfactory to Landlord
        shall be deemed the equivalent of a discharge of any such lien. Should any
        action, suit, or proceeding be brought upon any such lien for the enforcement
        or
        foreclosure of the same, Tenant shall defend Landlord therein, by counsel
        reasonable satisfactory to Landlord, and pay any damages and satisfy and
        discharge any judgment entered therein against Landlord.

       

      D.    Tenant
        shall indemnify and hold Landlord harmless from any injury, damage, cost
        or loss
        sustained by persons or property as a result of any defect in the design,
        material or workmanship of Tenant Alterations, unless caused by Landlord’s
        breach of this Lease or by the negligent or willful acts or omissions of
        Landlord, its agent, contractor or employees.

       

      E.    Upon
        completion of the Tenant’s Alterations, Tenant shall furnish to Landlord (i) a
        photocopy of each final or permanent certificate of occupancy issued for
        all
        portions of the Tenant’s Alterations by all governmental authorities, (ii)
        photocopies of all other governmental approvals issued for or with respect
        to
        the construction of the Tenant’s Alterations and the use and occupancy of the
        Leased Premises, (iii) photocopies of all certificates and approvals issued
        by
        the fire underwriters, and (iv) two (2) complete sets of “as built” drawings and
        specifications for Tenant’s Alterations (the “As Built Drawings”) prepared on an
        AutoCAD Computer Assisted Drafting and Design System (or such other system
        or
        medium as Landlord may direct) using naming conventions acceptable to Landlord
        and copies of such drawing and specifications supplied on magnetic computer
        media in a format acceptable to Landlord. Tenant shall not use or occupy,
        and
        shall not permit the use or occupancy of the Leased Premises unless and until
        a
        certificate of occupancy shall have been issued with respect to such portion
        if
        the issuance of such a certificate is a prerequisite to use and occupancy
        under
        applicable laws.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      
        PARAGRAPH
          11: INTENTIONALLY DELETED.

         

      

      PARAGRAPH
        12: PROJECT SERVICES.

       

      Landlord
        shall furnish Project Services, as defined herein, in the manner generally
        provided in first class office buildings in the Rochester, New York area,
        including, but not limited to:

       

      A.    Utility
        Services: Electricity, hot and cold water; sewer; refuse and rubbish removal;
        lighting, and bulb, tube, lamp and ballast replacement; and heating, ventilation
        and air conditioning all available twenty-four (24) hours a day, seven (7)
        days
        a week. Bulb, tube, lamp and ballast replacements are at Tenant’s expense, and
        will be billed as performed by Landlord. 

       

      The
        heating, ventilation and air conditioning system shall be available twenty-four
        (24) hours a day, seven (7) days a week and shall provide a working environment
        capable of maintaining (as individually controlled by Tenant) seventy-two
        (72)
        degrees Fahrenheit in all spaces in accordance with the American Society
        of
        Heating, Refrigeration and Air-conditioning Engineers (“ASHRAE”) winter design
        conditions, and capable of maintaining seventy-four (74) degrees Fahrenheit
        with
        not more than fifty percent (50%) relative humidity in all spaces in accordance
        with ASHRAE summer design conditions. Fresh air shall be introduced into
        the
        Building in accordance with ASHRAE but not less than twenty (20) cubic feet
        per
        person per minute. The carbon dioxide count in the Building shall never exceed
        one thousand (1000) parts per million. 

       

      Should
        Tenant, in Landlord’s reasonable judgment, use additional, unusual or excessive
        utility services, Landlord reserves the right to charge Tenant Landlord’s actual
        costs for such services as determined by separate submeter installed at Tenant’s
        expense, or by other means mutually acceptable to Landlord and
        Tenant.

       

      B.    Maintenance
        Services: Maintenance of all interior and exterior areas including parking
        areas
        (exclusive of the Leased Premises) and the roof. Services include, but are
        not
        limited to, lighting, landscaping, cleaning, painting, window washing, and
        snow
        plowing.

       

      C.    Janitorial
        Service: Landlord shall provide for cleaning of the Leased Premises.


       

      D.    Elevator
        Service: During normal business hours (if the Building contains an elevator
        or
        elevators for the use of Tenant). There shall also be at least one (1) elevator
        available twenty-four (24) hours a day, seven (7) days a week.

       

      E.    Security:
        Landlord shall provide adequate security for the Building, including personnel
        or equipment to limit access to the Building after normal business hours.
        However, Landlord shall not be liable for loss to Tenant, its agents, employees,
        and visitors arising out of theft, burglary, or damage or injury to persons
        or
        property caused by persons gaining access to the Building or the Leased
        Premises, except if such loss, injury, or damage arises from the breach of
        this
        Lease by Landlord or the negligent or willful acts or omissions of
        Landlord.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      The
        services described in Paragraphs 12(A) (B) (C) (D) and (E) above shall be
        collectively referred to as “Project Services.” The costs of Project Services
        shall be part of Base Rent, unless otherwise indicated. Tenant will have
        access
        twenty-four (24) hours a day, seven (7) days a week to the
        Building.

       

      PARAGRAPH
        13: INTERRUPTION OF SERVICES.

       

      Notwithstanding
        any other provisions of this Lease, if any of the Project Services to be
        provided by Landlord are suspended or interrupted for any reason other than
        the
        default, willful acts or negligence of Tenant for a period of more than three
        (3) consecutive business days, Rent due hereunder shall abate until such
        time as
        Project Services are restored to the Leased Premises.

       

      PARAGRAPH
        14: USE OF LEASED PREMISES.

       

      Tenant
        agrees to:

       

      A.    Use
        the
        Leased Premises for the Permitted Purpose and for no other purpose.

       

      B.    Use
        the
        Leased Premises in compliance with all laws, ordinances, regulations or rules
        applicable to the Leased Premises and all requirements of the carriers of
        insurance covering the Building and the Project. However, so long as it uses
        the
        Leased Premises for the Permitted Purpose, Tenant shall not be obligated
        to make
        any changes to the Leased Premises due to laws, ordinances, regulations or
        rules, unless such changes are required as a result of Tenant
        Alterations.

       

      C.    Not
        do or
        permit anything to be done in or about the Leased Premises, or bring or keep
        anything in the Leased Premises that may increase Landlord’s fire and extended
        coverage insurance premium, damage the Building or the Project, constitute
        waste, constitute an immoral purpose, or be a nuisance, public or private,
        or
        menace or other disturbance to tenants of adjoining premises or anyone
        else.

       

      D.    Observe,
        perform and abide by all the Rules and Regulations as shown on Exhibit
        C
        attached
        hereto and made a part hereof any such other reasonable rules and regulations
        as
        may be subsequently enacted by Landlord from time to time.

       

      PARAGRAPH
        15: SIGNS AND GRAPHICS.

       

      Tenant
        shall be listed on the Building directory at Landlord’s cost in a manner
        proportionate to its occupancy and on no less favorable a basis as is accorded
        to other tenants of the Building. Tenant shall be responsible, at its sole
        cost,
        for its sign at the entrance to the Leased Premises, containing its standard
        graphic. Tenant’s signage shall be substantially equal in magnitude, location
        and quality as the signage provided for any other office tenant in the
        Building. Tenant
        shall not place or permit any additional lettering, sign, advertisement,
        notice
        or object on the windows or doors or on the outside of the perimeter walls
        of
        the Leased Premises, unless Landlord has given prior written consent. Any
        sign
        or lettering not approved by Landlord may be removed by Landlord and the
        cost of
        such removal and any necessary repair shall be paid for by Tenant.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      
        PARAGRAPH
          16: ENVIRONMENTAL PROVISIONS.

         

      

      A.    “Hazardous
        Materials” include substances (i) which require remediation under any
        Environmental Laws; or (ii) which are or become defined as a “hazardous
        waste,”“hazardous substance”, pollutant or contaminant under any Environmental
        Laws; or (iii) which are toxic, explosive, corrosive, flammable, infectious,
        radioactive, carcinogenic or mutagenic; or (iv) which contain petroleum (as
        defined under New York State navigation laws), petroleum hydrocarbons,
        polychlorinated biphenyls, asbestos, asbestos containing materials or urea
        formaldehyde.

       

      B.    “Environmental
        Laws” mean all applicable present and future statutes, regulations, rules,
        ordinances, codes, permits or orders of all governmental agencies, departments,
        commissions, boards bureaus, or instrumentalities of the United States, states
        and their political subdivisions and all applicable judicial, administrative
        and
        regulatory decrees and judgments relating to the protection of public health
        or
        safety or of the environment.

       

      C.    “Environmental
        Damages” means all claims, judgments, losses, penalties, fines, liabilities,
        encumbrances, liens, costs and reasonable expenses of investigation, defense
        or
        good faith settlement resulting from violations of Environmental Laws, and
        including, without limitation: (i) damages for personal injury and injury
        to
        property or natural resources; (ii) reasonable fees and disbursements of
        attorneys, consultants, contractors, experts and laboratories; and (iii)
        costs
        of any cleanup, remediation, removal, response, abatement, containment, closure,
        restoration or monitoring work required by any Environmental Laws and other
        costs reasonable necessary to restore full economic use of the Leased Premises
        or Project.

       

      D.    Tenant
        agrees to indemnify, defend (with counsel satisfactory to Landlord), reimburse
        and hold Landlord harmless against any Environmental Damages incurred by
        Landlord arising from Tenant’s breach of Paragraph E below. The obligations of
        Tenant under this Paragraph 16 shall survive the termination of this Lease
        and
        the discharge of all other obligations owed by the Tenant to the Landlord
        under
        this Lease. Notwithstanding the above, Tenant shall not be liable for any
        Environmental Damages resulting from the use of the Premises prior to Tenant’s
        occupancy thereof. Landlord shall defend, indemnify and hold Tenant harmless
        from all claims, losses and liabilities resulting from any such use prior
        to
        Tenant’s occupancy of the Premises.

       

      E.    Tenant
        shall (i) comply with all Environmental Laws; (ii) not cause or permit any
        Hazardous Materials to be treated, stored, disposed of, generated, or used
        in
        the Leased Premises or the Project, provided, however, that Tenant may store,
        use or dispose of products customarily found in offices and used in connection
        with operation and maintenance of property if it complies with all Environmental
        Laws and does not contaminate the Leased Premises, the Building, the Project
        or
        the environment; and (iii) promptly after receipt, deliver to the Landlord
        a
        copy of any communication concerning any past or present, actual or potential
        violation of Environmental Laws or liability of Tenant for Environmental
        Damages.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      F.    The
        air
        circulated through the HVAC system located in the Leased Premises shall consist
        of an average amount of fresh air to meet applicable ventilation codes, and
        shall meet all of the latest recommendations from the American Society of
        Heating, Refrigeration and Air Conditioning Engineers, whether in existence
        now
        or promulgated at any time during the Term of the Lease, including, without
        limitation, those pertaining to air exchange, ventilation rates and HVAC
        design
        and maintenance for existing buildings. Landlord covenants and warrants that
        the
        HVAC system will be checked periodically to assure the safety of the air
        furnished to the Leased Premises and to common areas in the Building. All
        costs
        (including claims) associated with testing, upkeep, operations, maintenance,
        repairs and remediation of the HVAC system, shall be borne by
        Landlord.

       

      G.    Landlord
        represents and warrants, to Landlord’s knowledge, that no part of the Building,
        including the walls, ceiling, structural steel, flooring, pipes or boilers,
        is
        wrapped, insulated, fire proofed, or surfaced with any asbestos containing
        materials.

       

      PARAGRAPH
        17: INSURANCE AND WAIVER OF SUBROGATION.

       

      A.    Landlord
        agrees that throughout the Term it will insure the Building (excluding any
        property which Tenant is obligated to insure) for its full replacement cost
        against loss due to fire and other casualties included in standard extended
        coverage insurance. In addition, Landlord will maintain public liability
        and
        loss of rental income insurance in amounts and with insurers satisfactory
        to
        Landlord.

       

      B.    Throughout
        the Term, Tenant will, at its own expense, maintain comprehensive general
        liability insurance with respect to the Leased Premises and Tenant’s activities
        in the Leased Premises and the Building, providing bodily injury and property
        damage coverage, in amounts no less than:

       

      
        	 	
                (i)

              	
                $3,000,000
                  with respect to bodily injury or death to any one
                  person;

              


      

       

      
        	 	
                (ii)

              	
                $3,000,000
                  with respect to bodily injury or death arising out of any one
                  occurrence;

              


      

       

      
        	 	
                (iii)

              	
                $500,000
                  with respect to property damage or other loss arising out of any
                  one
                  occurrence.

              


      

       

      C.    Nothing
        in this Paragraph 17 shall prevent Tenant from obtaining insurance of the
        kind
        and in the amount specified above under a blanket insurance policy covering
        other properties as well as the Leased Premises. Tenant agrees that it will
        name
        Landlord as an additional insured under the liability policies it is required
        to
        maintain pursuant to this Paragraph 17, and at least five (5) days prior
        to the
        Lease Commencement Date and annually thereafter, Tenant will deliver evidence
        of
        such insurance to Landlord on ACORD Form 27, which shall provide Landlord
        thirty
        (30) days’ notice of any cancellation or modification of Tenant’s insurance
        policy.

       

      D.    Tenant
        and Landlord release each other and waive any right of recovery against each
        other for loss or damage to the waiving party or its respective property,
        which
        occurs in or about the Leased Premises, whether due to the negligence of
        either
        party, its agents, employees, officers, contractors, licensees, invitees
        or
        otherwise, to the extent that such loss or damage would be insured against
        under
        the terms of standard fire and extended coverage insurance policies if the
        parties hereto complied with their obligations. Tenant and Landlord agree
        that
        all policies of insurance obtained by either of them in connection with the
        Leased Premises shall contain appropriate waiver of subrogation
        clauses.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      
        PARAGRAPH
          18: REPAIRS.

         

      

      Subject
        only to Tenant’s liability to repair damage caused by the negligence or willful
        acts of its agents, employees or occupants, Landlord shall at its expense
        maintain and keep in repair the Building and Leased Premises including both
        exterior, interior, parking lots, driveways and all structural parts, fixtures,
        wiring, plumbing, heating, water pipes, plastering and flooring therein,
        except
        only those installations, if any, provided by Tenant. Without limiting the
        foregoing, Landlord agrees to keep heating plant, electrical and water
        connections and facilities and air conditioning in first class operating
        condition and available for continuous use. If Landlord fails to make repairs
        or
        replacements when necessary to the Building or the Leased Premises within
        thirty
        (30) days of receipt of written notice from Tenant, Tenant may at its option
        make such repairs, and Tenant may deduct its reasonable out-of-pocket costs
        for
        the repairs from subsequent payments of Rent.

       

      PARAGRAPH
        19: ASSIGNMENT AND SUBLETTING.

       

      A.    Tenant
        shall not assign or sublet, in whole or in part, all or any part of the Leased
        Premises, without the prior written consent of Landlord.

       

      B.    Landlord
        shall not be deemed to have acted unreasonably with respect to the denial
        of any
        request for consent if (i) the proposed assignee or sublessee is not of
        substantial and recognized financial responsibility, satisfactory to Landlord
        and its mortgagee, if any, unless Tenant agrees to remain liable on the Lease
        for the remainder of the term, including any renewal option; (ii) the Landlord
        has been unable to obtain any required consent of its mortgagee to such
        assignment; or (iii) the Landlord would be prohibited from leasing space
        in the
        Building to the proposed assignee or sublessee pursuant to a provision contained
        in a lease for space in the Building or Project. Tenant shall, at the time
        Tenant requests consent of Landlord, deliver to Landlord such information
        in
        writing as Landlord may reasonably require respecting the proposed assignee
        or
        subtenant including, without limitation, the name, address, nature of business,
        ownership, financial responsibility and standing of such proposed assignee
        or
        subtenant and the terms of the proposed assignment or subletting, and Landlord
        shall have ten (10) days
        after receipt of all required information to elect one of the following:
        (i)
        consent to such proposed assignment or sublease; (ii) refuse such consent;
        or
        (iii) elect to terminate this Lease or in a partial sublease, terminate this
        Lease as to the portion of the Leased Premises proposed to be sublet, which,
        in
        both instances, Tenant remains liable for the remainder of the Lease. If
        Landlord elects to exercise its right to terminate this Lease or a portion
        thereof under a proposed assignment or subletting, Tenant shall have the
        right
        to withdraw its request for Landlord’s consent, in which event Landlord’s
        termination notice shall be null and void and the Lease shall remain in full
        force and effect. No subletting by Tenant shall relieve Tenant of any obligation
        under this Lease, including, but not limited to, Tenant’s obligation to pay Rent
        and Additional Rent. An assignment of this Lease shall result in Tenant being
        fully released from any and all liability accruing subsequent to the assignment.
        Any purported assignment or subletting contrary to the provisions hereof
        without
        consent shall be void. The consent by Landlord to any assignment or subletting
        shall not constitute a waiver of the necessity for such consent to any
        subsequent assignment or subletting. Landlord’s consent may be subject to
        Landlord’s requirements regarding security deposit, lease guarantees and other
        security requirements.  In
        obtaining Landlord’s consent required by this Paragraph, Tenant shall be
        responsible for all legal, professional, administrative, managerial and all
        other expenses (collectively “Expenses”), which expenses may include, without
        limitation, hourly fees for administrative and management personnel and an
        allocation for overhead and profit, incurred by Landlord in connection with
        Landlord’s review of any proposed assignment or sublet, including, but not
        limited to, attorney’s fees and disbursements, in reviewing any documents
        relating to any proposed assignment or sublease. All forms of consents and
        agreements relating to or affecting any assignment or sublease shall be supplied
        or approved, as Landlord shall elect, by counsel to Landlord. For purposes
        of
        this Lease, Expenses shall be deemed to be either (a) two percent (2%) of
        the
        Base Rent to be paid by the subtenant or assignee to Tenant where the Tenant
        produces the subtenant or assignee or (b) four percent (4%) of the Base Rent
        to
        be paid by the subtenant or assignee where the Landlord produces the subtenant
        or assignee, plus Landlord’s legal fees and disbursements arising out of or
        related to the review of the proposed sublease or assignment and shall be
        due
        and payable as Additional Rent. The obligation of Tenant to pay Landlord
        its
        Expenses shall survive the expiration or earlier termination of this Lease.
        Additionally, the terms of any sublease or assignment shall be deemed
        confidential and proprietary information that shall not be disseminated to
        any
        third parties. Finally, advertising or publicity to attempt to sublet or
        assign
        any portion of the Leased Premises shall not be permitted without the Landlord’s
        consent which may be withheld in its sole and absolute discretion. 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      C.    If
        the
        sublease or assignment is approved, Tenant will pay to Landlord fifty percent
        (50%) of the “Net” (a) premium, if any, as and when received by Tenant on
        account of an assignment or (b) profit, if any, as and when received by Tenant
        on any sublease. “Net” means after deducting from the first payments received
        all reasonable, actual out-of-pocket expenses incurred (and actually paid)
        in
        connection with the transaction, including, but not limited to, advertising
        costs, brokerage fees, legal fees, construction costs, cash inducements,
        and
        non-cash inducements such as lease takeovers and rent and additional rent
        paid
        by Tenant apportioned to the subject space for the period when the space
        was
        vacant and on the market for subletting or assignment. Tenant shall provide
        all
        reasonable documentation required by Landlord to confirm any expenses claimed
        by
        Tenant. Any sums due hereunder shall constitute Additional Rent and shall
        be
        paid by Tenant within twenty (20) days of the receipt of sublet or assignment
        rent from the approved sublease or assignee.

       

      PARAGRAPH
        20: ADDITIONAL RIGHTS RESERVED TO THE LANDLORD.

       

      Without
        notice and without liability to Tenant or without effecting an eviction or
        disturbance of Tenant’s use or possession, Landlord hereby reserves the right
        to: (a) grant utility easements or other easements in, or replat, subdivide
        or
        make other changes in the legal status of the land underlying the Building
        or
        the Project as Landlord shall deem appropriate in its sole discretion, provided
        such changes do not substantially interfere with Tenant’s use of the Leased
        Premises for the Permitted Purpose; (b) enter the Leased Premises at reasonable
        times and upon reasonable notice and at any time in the event of an emergency
        to
        inspect, alter or repair the Leased Premises or the Building and to perform
        any
        acts related to the safety, protection, reletting, sale or improvement of
        the
        Leased Premises, the Building or the Project or to enter the Leased Premises
        to
        perform janitorial services; (c) change the name or street address of the
        Building or the Project; (d) install and maintain signs on and in the Building
        and the Project; and (e) make such rules and regulations as, in the sole
        judgment of Landlord, may be needed from time to time for the safety of the
        tenants, the care and cleanliness of the Leased Premises, the Building and
        the
        Project and the preservation of good order therein, so long as such rules
        and
        regulations are equitably enforced against all other tenants.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      
        PARAGRAPH
          21: LANDLORD’S REPRESENTATIONS.

         

      

      Landlord
        represents that the heating and air conditioning systems, plumbing, hot water
        heater, electrical systems, and any other systems equipment, fixture or property
        presently existing or to be installed in the Leased Premises by Landlord
        will be
        in compliance with all local building codes, in good working order and that
        the
        roof will be free from leaks upon Lease Commencement Date. Landlord represents
        and covenants that Landlord has obtained all necessary permits, licenses
        and
        certificates of occupancy and the Leased Premises and Building is or shall
        be
        constructed in accordance with and shall comply with all zoning codes and
        other
        governmental regulations and statutes, covenants, conditions and restrictions
        of
        record, compliance to be in effect when Tenant takes possession of the Leased
        Premises and throughout the Term, for the use contemplated herein.

       

      PARAGRAPH
        22: CASUALTY AND UNTENANTABILITY.

       

      A.    If
        the
        Leased Premises or the Building is damaged or destroyed by fire or any other
        casualty, cause, or condition, or if the common areas in the Building are
        damaged to such an extent as to substantially interfere with Tenant’s use of the
        Leased Premises, and that damage or destruction cannot be repaired within
        one
        hundred twenty (120) days (or thirty (30) days during the last six (6) months
        of
        the Term, Landlord or Tenant may, by written notice to the other party given
        within thirty (30) days after such damage, terminate this Lease. The termination
        shall be effective as of the date of such damage. Landlord’s determination as to
        whether the Building can be repaired within one hundred twenty (120) days
        may be
        conditioned on Landlord obtaining authorization from its mortgagee to apply
        insurance proceeds for the purpose of repairing or rebuilding.

       

      B.    Unless
        this Lease is terminated as provided above, Landlord shall proceed with due
        diligence to restore, repair and replace the Leased Premises and Building
        to the
        same condition as they were in as of the Lease Commencement Date, subject
        to
        compliance with all existing codes at the time of reconstruction and from
        and
        after the date of such damage to the date of completion of the repairs,
        replacements and restorations, a just proportion of the Rent shall abate
        according to the extent the full use and enjoyment of the Leased Premises
        are
        rendered impracticable by reason of such damage. Landlord shall be under
        no duty
        to restore any Tenant’s Alterations or Tenant’s Work.

       

      C.    Tenant
        hereby agrees that Landlord’s obligation to restore the Leased Premises and the
        rental abatement provided for in this Paragraph shall be Tenant’s sole recourse
        against Landlord in the event of a fire or other casualty to the Leased Premises
        and constitutes an “express agreement to the contrary” for purposes of Section
        227 of the New York Real Property Law or any successor statute of similar
        import
        then in effect.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      If
        any
        portion of the Leased Premises, including the parking spaces available to
        Tenant, if any, or access to the Leased Premises is taken by the power of
        eminent domain and if, in Tenant’s reasonable opinion, the remainder is
        inadequate for carrying out the Permitted Purpose, then Tenant shall have
        the
        option to cancel this Lease as of the effective date of condemnation. Tenant
        shall have the right, to the extent that the same shall not reduce or prejudice
        Landlord’s award, to claim from the condemning authority, but not from Landlord,
        such compensation as may be recoverable by Tenant in its own right for moving
        expenses and value of Tenant’s leasehold interest (including options to extend
        the same). If any characteristics of the Leased Premises are made less desirable
        by condemnation, and Tenant elects not to cancel, then there shall be an
        equitable adjustment of Rent for the balance of the Term, in direct proportion
        to the amount of the Leased Premises so taken.

       

      PARAGRAPH
        24: WAIVER OF CERTAIN CLAIMS.

       

      Tenant,
        to the extent permitted by law, waives all claims it may have against Landlord
        and against Landlord’s agents, employees and contractors for any damages
        sustained by Tenant or by any occupant of the Leased Premises, or by any
        other
        person, resulting from any cause arising at any time unless such damages
        are
        caused by the negligence, willful misconduct or breach of this Lease by
        Landlord, its agents, employees and contractors. Landlord, to the extent
        permitted by law, waives all claims it may have against Tenant, and against
        Tenant’s agents, employees and contractors for any damages sustained by Landlord
        or by any occupant of the Leased Premises, or by any other person, resulting
        from any cause arising at any time unless such damages are caused by the
        negligence, willful misconduct or breach of this Lease by Tenant, its agents,
        employees and contractors. Subject to the waiver of subrogation provision
        of
        Paragraph 17 hereof, Tenant and Landlord each agree to indemnify and hold
        the
        other party harmless from and against uninsured claims and liability of injuries
        to all persons and for damage to or loss of property occurring in or about
        the
        Leased Premises, Building or Project caused by any act of negligence, willful
        misconduct or breach of this Lease by the other party, its contractors, agents,
        employees, licensees and invitees.

       

      PARAGRAPH
        25: LIMITATION OF LANDLORD’S LIABILITY.

       

      The
        obligations of Landlord under this Lease do not constitute personal obligations
        of the individual partners, shareholders, directors, officers, employees,
        agents
        or contractors of Landlord, and Tenant shall look solely to Landlord’s interest
        in the Building, if any, and to no other assets of Landlord for satisfaction
        of
        any liability in respect of this Lease. Tenant will not seek recourse against
        the individual partners, shareholders, directors, officers, employees, agents
        or
        contractors of Landlord or any of their personal assets for such
        satisfaction.

       

      PARAGRAPH
        26: TENANT’S DEFAULT.

       

      It
        shall
        be a “Tenant’s Default” if Tenant shall: (a) fail to pay any monthly installment
        of Base Rent or Additional Rent, or any other sum payable hereunder within
        ten
        (10) days of the due date; (b) violate or fail to perform any of the other
        covenants or agreements herein made by Tenant, and such violation or failure
        shall continue for thirty (30) days after written notice thereof to Tenant
        by
        Landlord, except that if within the thirty (30) day period Tenant commences
        and
        thereafter proceeds diligently to remedy the violation or failure, Tenant
        shall
        not be in default hereunder; (c) make a general assignment for the benefit
        of
        its creditors or file a petition for bankruptcy or other reorganization,
        liquidation, dissolution or similar relief; (d) fail to have dismissed within
        sixty (60) days of filing a proceeding filed against Tenant seeking any relief
        mentioned in (c) above; or (e) have a trustee, receiver or liquidator appointed
        for Tenant or a substantial part of its property.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      PARAGRAPH
        27: REMEDIES OF LANDLORD.

       

      A.    If
        a
“Tenant’s Default” occurs, Landlord may, at its option pursue any or all of the
        following remedies: (i) terminate this Lease and Tenant’s right of possession of
        the Leased Premises; or (ii) peaceably reenter the Leased Premises and maintain
        this Lease in full force and effect and endeavor to relet all or part of
        the
        Leased Premises, or (iii) declare remaining Scheduled Rent and Additional
        Rent
        to be accelerated and immediately due and payable. In the event Landlord
        elects
        to maintain this Lease, Landlord shall have the right to relet the Leased
        Premises for such rent and upon such terms as Landlord deems reasonable and
        necessary, and Tenant shall be liable for damages sustained by Landlord,
        including, but not limited to, any deficiency in Rent for the period of time
        which would have remained in the Term in the absence of any termination,
        leasing
        fees, attorneys’ fees, other marketing and collection costs and all expenses of
        placing the Leased Premises in rentable condition. Notwithstanding anything
        to
        the contrary provided herein, Tenant remains liable for all its obligations
        under this Lease, even after its eviction from, or abandonment of, the Leased
        Premises, except as provided in Paragraph 19. 

       

      B.    The
        remedies granted to Landlord herein shall be cumulative and shall not exclude
        any other remedy allowed by law or in equity unless expressly waived or limited
        herein, and shall not prevent the enforcement of any claim Landlord may have
        against Tenant.

       

      PARAGRAPH
        28: LANDLORD’S DEFAULT.

       

      It
        shall
        be a “Landlord’s Default” if Landlord violates or fails to perform any of the
        covenants or agreements herein made by Landlord, and such violation or failure
        shall continue for thirty (30) days after written notice thereof to Tenant
        by
        Landlord, except that if within the thirty (30) day period Landlord commences
        and thereafter proceeds diligently to remedy the violation or failure within
        a
        reasonable period not to exceed one hundred twenty (120) days from the receipt
        of the notice, then Landlord shall not be in default hereunder. Landlord’s
        attempt to cure the default shall not affect Tenant’s right to have Rent abated
        pursuant to the terms of this Lease.

       

      PARAGRAPH
        29: REMEDIES OF TENANT.

       

      If
        Landlord has not cured a Landlord’s Default within the applicable notice and/or
        grace periods and if such uncured Landlord’s Default substantially interferes
        with the operations of Tenant’s business and use of the Leased Premises then, in
        such event, Tenant shall have the right to either (i) terminate this Lease;
        provided, however, Tenant shall, before exercising its right to terminate
        this
        Lease, give Landlord ten (10) days prior notice of such termination and give
        the
        same notice to any mortgagee of the Building for which Tenant has received
        written notice of mortgagee’s name and address or (ii) cure Landlord’s default.
        Any mortgagee receiving notice of Tenant’s intent to terminate shall have the
        same right to cure as Landlord, but not the obligation. If Tenant exercises
        its
        right to cure Landlord’s default in accordance with this Paragraph 29, Tenant
        shall comply with all building codes and other appropriate governmental
        regulations, shall use fully qualified contractors and shall conform to the
        standards of the Building. If Tenant at any time pays any sum because of
        Landlord’s Default, such sum shall be reimbursed to Tenant from Landlord upon
        written demand, with interest at the amount charged to Tenant for late payment
        of Rent pursuant to Paragraph 5.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      
        PARAGRAPH
          30: SURRENDER OF LEASED PREMISES.

         

      

      Upon
        the
        Lease Expiration Date or other termination of this Lease, Tenant shall surrender
        the Leased Premises to Landlord in accordance with Paragraph 10.B. and in
        the
        same condition as provided to Tenant on the Lease Commencement Date, normal
        wear
        and tear and damage by fire or other insured casualty excepted. The obligations
        of Tenant under this Paragraph 30 shall survive the expiration and/or earlier
        termination of this Lease. 

       

      PARAGRAPH
        31: SEVERABILITY.

       

      The
        parties intend this Lease to be legally valid and enforceable in accordance
        with
        all of its terms to the fullest extent permitted by law. If any term hereof
        shall be invalid or unenforceable, the parties agree that such term shall
        be
        stricken from this Lease to the extent unenforceable the same as if it never
        had
        been contained herein. Such invalidity or unenforceability shall not extend
        to
        any other term of this Lease, and the remaining terms hereof shall continue
        in
        effect to the fullest extent permitted by law.

       

      PARAGRAPH
        32: WAIVER.

       

      The
        waiver of either party hereto of any breach of any term, covenant or condition
        herein contained shall not be deemed to be a waiver of any subsequent breach
        of
        the same or any other term, covenant or condition herein contained. The
        subsequent acceptance of Rent hereunder by Landlord shall not be deemed to
        be a
        waiver of any preceding breach by Tenant of any term, covenant or condition
        of
        this Lease, other than the failure of Tenant to pay the particular rental
        so
        accepted, regardless of Landlord’s knowledge of such preceding breach at the
        time of acceptance of such Rent. The subsequent payment of Rent hereunder
        by
        Tenant shall not be deemed to be a waiver of any preceding breach by Landlord
        of
        any term, covenant or condition of this Lease, regardless of Tenant’s knowledge
        of such preceding breach at the time of payment of such Rent. No covenant,
        term
        or condition of this Lease shall be deemed to have been waived by either
        party,
        unless such waiver is acknowledged in writing by such party.

       

      PARAGRAPH
        33: ESTOPPEL.

       

      Tenant
        shall, within ten (10) days after written request from Landlord, execute
        and
        deliver to Landlord a written statement certifying that: (a) the Lease is
        unmodified and in full force and effect, or that the Lease is in full force
        and
        effect as modified and listing the instruments of modification; (b) the dates
        to
        which the Rent, Additional Rent and other charges have been paid; (c) to
        the
        best of Tenant’s knowledge, whether or not Landlord is in default hereunder and,
        if so, specifying the nature of the default; and (d) such other factual matters
        as may be reasonably requested by Landlord.

       

      PARAGRAPH
        34: SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE.

       

      Tenant
        covenants and agrees that this Lease is subject and subordinate to any mortgage
        or deed of trust which may now or hereafter encumber the Leased Premises,
        the
        Building or the Project, and to all renewals, modifications, consolidations,
        replacements and extensions thereof. Notwithstanding the above, such
        subordination shall not be effective until Landlord obtains a Subordination,
        Non-Disturbance and Attornment Agreement in substantially the form attached
        hereto as Exhibit
        D
        and made
        a part hereof from its mortgagee and any future mortgagees. In the event
        of the
        enforcement by the mortgagee under any such mortgage of the remedies provided
        for by law or by such mortgage, Tenant will become the Tenant of, and attorn
        to,
        such successor in interest without change in the terms or other provisions
        of
        this Lease. If Landlord does not obtain a Subordination, Non-Disturbance
        and
        Attornment Agreement from its current mortgagee within fourteen (14) days
        of
        this Lease, Tenant shall have the right to terminate this Lease.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      PARAGRAPH
        35: QUIET
        ENJOYMENT.

       

      If
        and so
        long as Tenant pays all Rent and keeps and performs each and every term,
        covenant and condition herein contained on the part of Tenant to be kept
        and
        performed, Tenant shall quietly enjoy the Leased Premises without hindrance
        by
        Landlord.

       

      PARAGRAPH
        36: ATTORNEYS’ FEES.

       

      If
        the
        services of an attorney are required by any party to secure the performance
        under the Lease or otherwise upon the breach or default of the other party
        to
        the Lease, each party shall be responsible for its own legal fees. If a judicial
        remedy is necessary to enforce or interpret any provision of the Lease, the
        prevailing party shall be entitled to reasonable attorneys’ fees, costs and
        other expenses, in addition to any other relief to which such prevailing
        party
        may be entitled.

       

      PARAGRAPH
        37: FORCE MAJEURE.

       

      Except
        for Paragraphs 5 and 6 hereof, if either party hereto shall be delayed or
        hindered in or prevented from the performance of any act required hereunder
        by
        reason of strikes, lockouts, labor troubles, inability to procure materials,
        failure of power, restrictive governmental laws or regulations, riots,
        insurrection, war or other reason of a like nature beyond the reasonable
        control
        of the party delayed in performing work or doing acts required under the
        terms
        of this Lease, then performance of such act shall be excused for the period
        of
        the delay and the period for the performance of such act shall be extended
        for a
        period equivalent to the period of such delay.

       

      PARAGRAPH
        38: APPLICABLE LAW.

       

      This
        Lease shall be construed according to the laws of the State of New
        York.

       

      PARAGRAPH
        39: BINDING EFFECT; GENDER.

       

      This
        Lease shall be binding upon and inure to the benefit of the parties and their
        successors and assigns. It is understood and agreed that the terms “Landlord”
        and “Tenant” and verbs and pronouns in the singular number are uniformly used
        throughout this Lease regardless of gender, number or fact of incorporation
        of
        the parties hereto.

       

      PARAGRAPH
        40: TIME.

       

      Time
        is
        of the essence of this Lease.

       

      PARAGRAPH
        41: WAIVER OF JURY TRIAL.

       

      Landlord
        and Tenant each hereby waives all right to trial by jury in any claim, action,
        proceeding or counterclaim by either party against the other on any matters
        arising out of or in any way connected with this Lease, the relationship
        of
        Landlord and Tenant and/or Tenant’s use or occupancy of the Leased
        Premises.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      
        PARAGRAPH
          42: HEADINGS.

         

      

      The
        headings in this Lease are included for convenience only and shall not be
        taken
        into consideration in any construction or interpretation of this Lease or
        any of
        its provisions.

       

      PARAGRAPH
        43: BROKERS.

       

      Landlord
        and Tenant each represent to the other that each has not had any dealing
        with
        any broker, agent or finder in connection with this Lease except as set forth
        in
        Paragraph 1(N), whose compensation shall be paid by Landlord pursuant to
        separate written agreement, and Landlord and Tenant each agrees to hold the
        other harmless from and indemnify the other against any cost, expense, or
        liability for any compensation, commission, fee charge or damages, including
        reasonable attorneys’ fees, as a result of any claim of any other broker, agent
        or finder claiming under or through the indemnifying party with respect to
        this
        Lease or the negotiation of this Lease.

       

      PARAGRAPH
        44: ENTIRE AGREEMENT.

       

      This
        Lease sets forth all the covenants, promises, agreements, representations,
        conditions, statements and understandings between Landlord and Tenant concerning
        the Leased Premises and the Building and the Project. This Lease shall not
        be
        amended or codified except in writing signed by both parties. Failure to
        exercise any right in one or more instances shall not be construed as a waiver
        of the right to strict performance or as an amendment to this
        Lease.

       

      PARAGRAPH
        45: NOTICES.

       

      Any
        notice or demand provided for or given pursuant to this Lease shall be in
        writing and served on the parties at the addresses listed in Paragraph 1(O)
        and
        Paragraph 1(P). Any notice shall be either: (a) personally delivered to the
        addressed set forth above, in which case it shall be deemed delivered on
        the
        date of delivery to the addressee; (b) sent by registered or certified
        mail/return receipt requested, in which case it shall be deemed delivered
        three
        (3) business days after deposited in the U.S. Mail; or (c) sent by a nationally
        recognized overnight courier, in which case it shall be deemed delivered
        one (1)
        business day after delivered to the nationally recognized overnight courier.
        The
        addresses listed in Paragraphs 1(O) and l(P) may be changed by written notice
        to
        the other parties; provided, however, that no notice of a change of address
        shall be effective until date of delivery of such notice. Copies of notice
        are
        for informational purposes only and a failure to give or receive copies of
        any
        notice shall not be deemed a failure to give notice.

       

      PARAGRAPH
        46: WAIVER OF REDEMPTION.

       

      Tenant
        hereby expressly waives any and all rights of redemption granted by or under
        any
        present or future laws, including, but not limited to Section 761 of the
        New
        York Real Property Law, in the event of Tenant being dispossessed or removed
        from the Leased Premises because of any default by Tenant in the performance
        of
        the covenants or agreements contained in this Lease. Tenant, on behalf of
        all
        persons claiming by, through or under Tenant, including, but not limited
        to, the
        executors, administrators, assignees, judgment creditors and leasehold
        mortgagees of Tenant, hereby waives all rights which such persons might
        otherwise have under any applicable law including, but not limited to Section
        763 of the New York Real Property Law.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      PARAGRAPH
        47: PARKING.

       

      Landlord
        shall provide to Tenant and Tenant’s visitors, at no cost to Tenant, no fewer
        than 4.0 spaces per 1,000 square feet available for use in common with the
        other
        tenants of the Building and their visitors. None of these parking spaces
        shall
        be reserved for the exclusive use of any particular tenant of the Building.
        Landlord shall take all such measures as are reasonably within its control
        to
        assure that Tenant will, subject only to non-recurring usage peaks or
        circumstances, enjoy the use of parking spaces proportionate to the space
        which
        it occupies in the Building.

       

      PARAGRAPH
        48: EXHIBITS.

       

      The
        exhibit(s) listed below are attached and incorporated into this Lease by
        reference. The terms of schedules, exhibits, and typewritten addenda, if
        any,
        attached to this Lease shall control over any inconsistent provision in this
        Lease.

       

      Exhibits:

       

      A.    Schematic
        Floor Plan

       

      B.    Intentionally
        Deleted

       

      C.    Rules
        and
        Regulations 

       

      D.    Subordination,
        Non-Disturbance and Attornment Agreement

       

      E.    Lease
        Commencement Date Agreement

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      PARAGRAPH
        49: ADA.

       

      Landlord
        warrants and represents that as of the Lease Commencement Date, the Building
        is
        in compliance with The Americans with Disabilities Act (“ADA”) and all state and
        local laws and ordinances regarding handicapped and disabled citizens, and
        all
        amendments, supplements and regulations promulgated thereunder. Tenant is
        responsible for ADA compliance with respect to Tenant’s Work and arising from
        its own business operations.

       

      
        	
                LANDLORD:

                 

                350
                  LINDEN OAKS, L.P.

              	 	
                TENANT:

                 

                VIRTUALSCOPICS

              
	 	 	 
	By: 	
                Linden
                  Oaks Management Company, Inc., 
Member

              	 	 	 
	 	 	 	 	 
	By: 	s/o Mark
                R. Gianniny	 	By:
                	s/o
                Edward Schreyer
	 	
                
Mark
                R. Gianniny, President 	 	 	
                

              
	 	 	 	 	 
	DATE EXECUTED: October
                18, 2005	 	DATE EXECUTED: October
                17, 2005


      

       

       

      



      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      



      Exhibit
        A

      


      SCHEMATIC
        FLOOR PLAN

      


      


      



      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      



      Exhibit
        B

      


      INTENTIONALLY
        DELETED

      


      



      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      



      Exhibit
        C

      RULES
        AND REGULATIONS


      
        

          
            
              	
                      1.

                    	
                      The
                        sidewalks, entrances, passages, courts, elevators, vestibules,
                        stairways,
                        corridors or halls shall not be obstructed or encumbered
                        by any Tenant or
                        used for any purpose other than ingress and egress to and
                        from the demised
                        premises.

                    
	 	 
	
                      2.

                    	
                      No
                        awnings or other projections shall be attached to the outside
                        walls of the
                        building without the prior written consent of the Landlord.
                        No curtains,
                        blinds, shades, or screens shall be attached to or hung in,
                        or used in
                        connection with, any window or door of the demised premises,
                        without the
                        prior written consent of the Landlord. Such awnings, projections,
                        curtains, blinds, shades, screens or other fixtures must
                        be of a quality,
                        type, design and color, and attached in the manner approved
                        by
                        Landlord.

                    
	 	 
	
                      3.

                    	
                      No
                        sign, advertisement, notice or other lettering shall be exhibited,
                        inscribed, painted or affixed by any Tenant on any part of
                        the outside or
                        inside of the demised premises or building without the prior
                        written
                        consent of the Landlord, which consent shall not be unreasonably
                        withheld.
                        In the event of the violation of the foregoing by any Tenant,
                        Landlord may
                        remove same without any liability, and may charge the expense
                        incurred by
                        such removal to the Tenant or Tenants violating this rule.
                        Interior signs
                        on doors and directory tablet shall be inscribed, painted
                        or affixed for
                        each Tenant by the Landlord at the expense of such Tenant,
                        and shall be of
                        a size, color and style acceptable to the Landlord except
                        with the prior
                        written consent of the Landlord, which consent shall not
                        be unreasonably
                        withheld.

                    
	 	 
	
                      4.

                    	
                      The
                        sashes, sash doors, skylights, windows, and doors that reflect
                        or admit
                        light and air into the halls, passageways or other public
                        places in the
                        building shall not be covered or obstructed by any Tenant,
                        nor shall any
                        bottles, parcels, or other articles be placed on the
                        windowsills.

                    
	 	 
	
                      5.

                    	
                      No
                        show cases or other articles shall be put in front of or
                        affixed to any
                        part of the exterior of the building, nor placed in the halls,
                        corridors
                        or vestibules without the prior written consent of the
                        Landlord.

                    
	 	 
	
                      6.

                    	
                      The
                        water and wash closets and other plumbing fixtures shall
                        not be used for
                        any purposes other than those for which they were constructed,
                        and no
                        sweepings, rubbish, rags or other substances shall be thrown
                        therein. All
                        damage resulting from any misuse of the fixtures shall be
                        borne by the
                        Tenant who, or whose servants, employees, agents, visitors
                        or licensees,
                        shall have caused the same.

                    
	 	 
	
                      7.

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

                    


            

             

            
              
                
                

              

              
                C-1

                
                  

                

              

              
                
                

              

            

             

            
              
                	
                        8.

                      	
                        No
                          bicycles, vehicles or animals of any kind shall be brought
                          into or kept in
                          or about the premises; however, Tenant shall be permitted
                          to use, in
                          common with other tenants of the Building, a bike rack
                          to be installed and
                          maintained by Landlord. No Tenant shall cause or permit
                          any unusual or
                          objectionable odors to be produced upon or permeate from
                          the demised
                          premises.

                      
	 	 
	
                        9.

                      	
                        No
                          space in the building shall be used for manufacturing,
                          for the storage of
                          merchandise, or for the sale of merchandise, goods, or
                          property of any
                          kind at auction; provided, however, such prohibition shall
                          not extend to
                          medically related items sold or dispenses in conjunction
                          with Tenant’s use
                          of the Leased Premises for medical offices.

                      
	 	 
	
                        10.

                      	
                        No
                          Tenant shall make, or permit to be made, any unseemly or
                          disturbing noises
                          or disturb or interfere with occupants of this or neighboring
                          buildings or
                          premises or those having business with them whether by
                          the use of any
                          musical instrument, radio, talking machine, unmusical noise,
                          whistling,
                          singing, or in any other way. No Tenant shall throw anything
                          out of the
                          doors, windows or skylights or down the passageways.

                      
	 	 
	
                        11.

                      	
                        No
                          Tenant, nor any of the Tenant’s servants, employees, agents, visitors or
                          licensees, shall at any time bring or keep upon the demised
                          premises any
                          flammable, combustible or explosive fluid, chemical or
                          substance except in
                          accordance with and in quantities permitted by applicable
                          law.

                      
	 	 
	
                        12.

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

                      
	 	 
	
                        13.

                      	
                        All
                          removals, or the carrying in or out of any safes, freight,
                          furniture or
                          bulky matter of any description must take place during
                          the hours which the
                          Landlord or its Agent may determine from time to time.
                          The Landlord
                          reserves the right to inspect all freight to be brought
                          into the building
                          and to exclude from the building all freight which violates
                          any of these
                          Rules and Regulations or the Lease of which these Rules
                          and Regulations
                          are a part. Tenant must list all furniture and fixtures
                          to be taken from
                          the building upon a blank furnished by the Tenant. Such
                          list shall be
                          presented at the office of the building for approval.

                      
	 	 
	
                        14.

                      	
                        No
                          Tenant shall occupy or permit any portion of the premises
                          demised to him
                          to be occupied as an office for a public
                          stenographer.

                      


              

               

              
                
                  
                  

                

                
                  C-2

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	
                        15.

                      	
                        No
                          Tenant shall occupy or permit any portion of the premises
                          demised to him
                          to be occupied for the possession, storage, manufacture
                          or sale of liquor,
                          narcotics (except in accordance with and in quantities
                          permitted by
                          applicable law) and within the scope of Tenant’s medical practice, dope,
                          tobacco in any form, or as a barber or manicure shop, or
                          as an employment
                          bureau.

                      
	 	 
	
                        16.

                      	
                        Intentionally
                          omitted.

                      
	 	 
	
                        17.

                      	
                        No
                          Tenant shall purchase within the Project, Building or Leased
                          Premises,
                          milk, soft drinks, ice, towels, or other like service from
                          any vending
                          machines, company or persons not approved by the
                          Landlord.

                      
	 	 
	
                        18.

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

                      
	 	 
	
                        19.

                      	
                        Tenant
                          shall keep all windows tightly closed at all times.

                      
	 	 
	
                        20.

                      	
                        The
                          premises shall not be used for lodging or sleeping or for
                          any immoral or
                          illegal purpose.

                      
	 	 
	
                        21.

                      	
                        The
                          requirements of Tenants will be attended to only upon application
                          at the
                          office of the building. Employees of the Landlord shall
                          not perform any
                          work or do anything outside of their regular duties, unless
                          under special
                          instructions from the office of the Landlord.

                      
	 	 
	
                        22.

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

                      
	 	 
	
                        23.

                      	
                        There
                          shall not be used in any space, or in the public halls
                          of any building,
                          either by any Tenant or by jobbers or others, in the delivery
                          or receipt
                          of merchandise, any hand trucks, except those equipped
                          with soft tires and
                          side guards.

                      
	 	 
	
                        24.

                      	
                        If
                          the Tenant desires Venetian blinds, they will be furnished
                          and installed
                          by the Landlord at the expense of the Tenant, and must
                          be of such type,
                          color, material and make as may be prescribed by the
                          Landlord.

                      
	 	 
	
                        25.

                      	
                        The
                          installation and use of a vending machine in the building
                          is prohibited
                          without the Landlord’s consent in writing.

                      
	 	 
	
                        26.

                      	
                        Parking
                          areas provided by Landlord for deliveries by vendors and
                          suppliers to
                          Tenant shall be under the sole and absolute control of
                          Landlord.

                      


              

            

          

        

      


      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      


      Exhibit
        D

      


      SUBORDINATION,
        NON-DISTURBANCE AND ATTORNMENT AGREEMENT

      


      THIS
        AGREEMENT
        made as
        of the _____ day of ____________, 2003 between M & T REAL ESTATE, INC., a
        corporation duly organized and existing under the laws of the State of New
        York,
        having a place of business at 255 East Avenue, Rochester, NY 14604,
        (“Mortgagee”) and VIRTUALSCOPICS,
        a New
        York limited liability company organized under the laws of the State of New
        York, having an office at ________________________ (collectively
“Tenant”).

      


      W
        I T N E S S E T H:

      


      WHEREAS,
        Mortgagee is the owner and holder of a first mortgage made by 350 LINDEN
        OAKS,
        L.P., a limited partnership duly organized and existing under the laws of
        the
        State of New York (“Landlord”) to Mortgagee (“Mortgage”) covering premises known
        as 350 Linden Oaks, Town of Pittsford, County of Monroe, State of New York
        (“Mortgaged Premises”) more particularly described on Schedule
        A
        annexed
        hereto and made a part hereof; and

      


      WHEREAS,
        Tenant
        is tenant under a lease from Landlord last dated ____________ (“Lease”) covering
        space in an office building (“Demised Premises”) constructed on the Mortgaged
        Premises; and

      


      WHEREAS,
        Mortgagee and Tenant desire to confirm their understanding with respect to
        the
        Mortgage and Lease.

      


      NOW,
        THEREFORE,
        in
        consideration of the mutual covenants and agreements herein contained, Mortgagee
        and Tenant hereby agree and covenant:

      


      FIRST:
        So
        long as Tenant is not in default (beyond any period given Tenant to cure
        such
        default) in the payment of rent or additional rent or in the performance
        of any
        of the terms, covenants or conditions of the Lease on Tenant’s part to be
        performed, Mortgagee will not join Tenant as a party defendant in any action
        or
        proceeding for the purpose of terminating Tenant’s interest and estate under the
        Lease because of any default under the Mortgage.

      


      SECOND:
        So long as Tenant is not in default (beyond any period given Tenant to cure
        such
        default) in the payment of rent or additional rent or in the performance
        of any
        of the terms, covenants or conditions of the Lease on Tenant’s part to be
        performed, Tenant’s possession of the Demised Premises and Tenant’s rights,
        privileges, options and immunities under the Lease or any extensions or renewals
        thereof which may be effected in accordance with any option thereof in the
        Lease
        shall not be diminished or interfered with by Mortgagee, and Tenant’s occupancy
        of the Demised Premises shall not be disturbed by Mortgagee for any reason
        whatsoever during the term of the Lease or any such extension or renewals
        thereof.

      


      THIRD:
        If
        the interest of Landlord in the Mortgaged Premises shall be transferred to
        and
        owned by Mortgagee or any other person or entity (such transferee being
        hereinafter referred to as the “Successor Landlord”) by reason of foreclosure or
        other proceedings or by any other manner, then Tenant shall be bound to the
        Successor Landlord under all the terms, covenants and conditions of the Lease
        for the balance of the term thereof remaining and any extensions or renewals
        thereof which may be effected in accordance with any option therefor with
        the
        same force and effect as if the Successor Landlord were the Landlord under
        the
        Lease and Tenant does hereby attorn to the Successor Landlord, such attornment
        to be effective and self-operative without the execution of any further
        instruments on the part of any of the parties immediately upon such transfer
        of
        title; provided, however, that Tenant receives written notice from such party
        claiming to be Successor Landlord that it has succeeded to the interest of
        the
        Landlord under the Lease and giving such proof as may be reasonably required
        to
        protect Tenant in treating such party as Successor Landlord. The respective
        rights and obligations of the Tenant and Successor Landlord upon such attornment
        (to the extent of the then remaining balance of the term of the Lease and
        any
        such extensions and renewals) shall be and are the same as now set forth
        therein; it being the intention of the parties hereto for this purpose to
        incorporate the Lease in this Agreement by reference with the same force
        and
        effect as if set forth at length herein.


      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      


      FOURTH:
        Any Successor Landlord shall be bound to Tenant under all the terms, covenants
        and conditions of the Lease, and Tenant shall, from and after such succession
        to
        the interest of the Landlord under the Lease, have the same remedies against
        Successor Landlord for the breach of agreement contained in the Lease that
        Tenant might have under the Lease against the Landlord; provided, further,
        however, that Successor Landlord shall not be:

      


      (a)
        liable for any act or omission of any prior landlord; or

      


      (b)
        subject to any offsets or defenses which Tenant might have against any prior
        landlord; or

      


      (c)
        bound
        by any rent or additional rent which Tenant might have paid for more than
        the
        current month to any prior landlord; or

      


      (d)
        bound
        by an amendment or modification of the Lease made without its
        consent.

      


      FIFTH:
        The Lease now is, and shall at all times continue to be, subject and subordinate
        to the Mortgage, and to any advance which may be made from time to time
        thereunder and to any and all renewals, modifications, extensions,
        substitutions, replacements and/or consolidations of the Mortgage, but any
        and
        all such renewals, modifications, extensions, substitutions, replacements
        and/or
        consolidations, or any such other mortgage or mortgages, shall nevertheless
        be
        subject to and entitled to the benefits of the terms of this
        Agreement.

      


      SIXTH:
        To
        the extent that the Lease or Mortgage shall entitle the Tenant to notice
        of any
        mortgage or Mortgagee to notice of any lease, this Agreement shall constitute
        such notice.

      


      SEVENTH:
        This Agreement may not be modified orally or in any other manner than by
        an
        agreement in writing signed by the parties hereto or their respective successors
        in interest. This Agreement shall inure to the benefit of and be binding
        upon
        the parties hereto and their respective successors in interest.

       


      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have hereunto caused this Agreement to be duly executed as
        of the
        day and year first above written.

      


      Mortgagee:

      


      M
        & T REAL ESTATE, INC.

       

      By: 
        ________________________________

      Name:

      Title:

      


      Tenant:

      


      VIRTUALSCOPICS

       

      By: 
        ________________________________

      Name:

      Title:

      


      STATE
        OF
        NEW YORK   )

      COUNTY
        OF
        MONROE   )    ss.:

      


      On
        the
        ____ day of ___________, in the year ____, before me, the undersigned, a
        Notary
        Public in and for said State, personally appeared ____________________________,
        personally known to me or proved to me on the basis of satisfactory evidence
        to
        be the individual whose name is subscribed to the within instrument and
        acknowledged to me that he/she executed the same in his/her capacity, and
        that
        by his/her signature on the instrument, the individual, or the person upon
        behalf of which the individual acted, executed the instrument.

      


      ______________________________

      Notary
        Public

      


      


      


      STATE
        OF
        NEW YORK   )

      COUNTY
        OF
        MONROE   )    ss.:

      


      On
        the
        ____ day of ___________, in the year ____, before me, the undersigned, a
        Notary
        Public in and for said State, personally appeared ____________________________,
        personally known to me or proved to me on the basis of satisfactory evidence
        to
        be the individual whose name is subscribed to the within instrument and
        acknowledged to me that he/she executed the same in his/her capacity, and
        that
        by his/her signature on the instrument, the individual, or the person upon
        behalf of which the individual acted, executed the instrument.

      


      ______________________________

      Notary
        Public

      



      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      



      Exhibit
        E

      


      LEASE
        COMMENCEMENT DATE AGREEMENT

      


      THIS
        AGREEMENT
        made
        this _____ day of _____________, by and between 350 LINDEN OAKS, L.P., a
        New
        York limited partnership, with offices at 400 Linden Oaks, Rochester, New
        York
        14625 (“Landlord”), and VIRTUALSCOPICS,
        a
        corporation, with offices at 360 Linden Oaks, Rochester, NY 14625
        (“Tenant”).

      


      W
        I T N E S S E T H:

      


      WHEREAS,
        Landlord and Tenant entered into a Lease dated as of _______________, (“Lease”)
        which set forth the terms of occupancy by Tenant for premises located at
        350
        Linden Oaks, Town of Pittsford, County of Monroe, New York
        (“Premises”).

      


      WHEREAS,
        it has
        been determined in accordance with the provisions of Paragraph 1 (E) of the
        Lease that _______ 1, 2003 is the Lease Commencement Date of the initial
        term of
        this Lease.

      


      NOW,
        THEREFORE,
        in
        order to provide a record of certain events since the execution of said Lease,
        it is agreed and confirmed:

      


      1.
        The
        Lease is in full force and effect.

      


      2.
        The
        Lease Commencement Date of the term of the Lease is _________, 2003 and the
        expiration date of the initial term of the Lease is _________________,
        2004.

      


      3.
        In
        accordance with Paragraph l(D) of the Lease, the rentable square footage
        of the
        Premises is 12,258 square feet as of the day and year first above
        written.

      


      4.
        Tenant
        has complied fully and completely with all requirements, conditions,
        representations, warranties, covenants, agreements and obligations under
        the
        Lease to the date hereof including without limitation construction of all
        improvements constructed by Tenant.

      


      5.
        Landlord has complied fully and completely with all requirements, conditions,
        representations, warranties, covenants, agreements and obligations under
        the
        Lease to the date hereof.

      


      IN
        WITNESS WHEREOF,
        the
        Parties hereto have duly executed this instrument.

       

      
        	350 LINDEN OAKS, L.P.	 	 	VIRTUALSCOPICS
	 	 	 	 
	 	 	 	 
	By:
                _______________________________	 	 	By:
                _______________________________
	 	 	 	 
	Its:
                _______________________________	 	 	Its:
                _______________________________


      


      
        
          
          

        

        
          E-1