LEASE

     

     

     

    from:

     

    PRINCETON
      OVERLOOK REALTY L.L.C.

     

    Lessor

     

    t

     

    to:

     

    SCOPUS
      NETWORK TECHNOLOGIES, INC.

     

    Lessee

     

     

     

     

     

    Building:

     

    100
      Overlook Center Drive
West Windsor, New Jersey


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    TABLE
      OF CONTENTS

     

    


    
      	 	 	 
	
               

              1.

            	
               

              DESCRIPTION:

            	
               

              3

            
	
               

              2.

            	
               

              TERM:

            	
               

              3

            
	
               

              3.

            	
               

              BASIC
                RENT:

            	
               

              3

            
	
               

              4.

            	
               

              USE
                AND OCCUPANCY:

            	
               

              3

            
	
               

              5.

            	
               

              CARE
                AND REPAIR OF PREMISES/ENVIRONMENTAL:

            	
               

              3

            
	
               

              6.

            	
               

              ALTERATIONS,
                ADDITIONS OR IMPROVEMENTS:

            	
               

              5

            
	
               

              7.

            	
               

              ACTIVITIES
                INCREASING FIRE INSURANCE RATES:

            	
               

              6

            
	
               

              8.

            	
               

              ASSIGNMENT
                AND SUBLEASE:

            	
               

              6

            
	
               

              9.

            	
               

              COMPLIANCE
                WITH RULES AND REGULATIONS:

            	
               

              9

            
	
               

              10.

            	
               

              DAMAGES
                TO BUILDING:

            	
               

              9

            
	
               

              11.

            	
               

              EMINENT
                DOMAIN:

            	
               

              10

            
	
               

              12.

            	
               

              INSOLVENCY
                OF LESSEE:

            	
               

              10

            
	
               

              13.

            	
               

              LESSOR’S
                REMEDIES ON DEFAULT:

            	
               

              10

            
	
               

              14.

            	
               

              DEFICIENCY:

            	
               

              10

            
	
               

              15.

            	
               

              SUBORDINATION
                OF LEASE:

            	
               

              11

            
	
               

              16.

            	
               

              SECURITY
                DEPOSIT:

            	
               

              11

            
	
               

              17.

            	
               

              RIGHT
                TO CURE LESSEE’S BREACH:

            	
               

              12

            
	
               

              18.

            	
               

              MECHANIC’S
                LIENS:

            	
               

              12

            
	
               

              19.

            	
               

              RIGHT
                TO INSPECT AND REPAIR:

            	
               

              12

            
	
               

              20.

            	
               

              SERVICES
                TO BE PROVIDED BY LESSOR/LESSOR’S EXCULPATION:

            	
               

              12

            
	
               

              21.

            	
               

              INTERRUPTION
                OF SERVICES OR USE:

            	
               

              13

            
	
               

              22.

            	
               

              BUILDING
                STANDARD OFFICE ELECTRICAL SERVICE:

            	
               

              13

            
	
               

              23.

            	
               

              ADDITIONAL
                RENT:

            	
               

              14

            
	
               

              24.

            	
               

              LESSEE’S
                ESTOPPEL:

            	
               

              15

            
	
               

              25.

            	
               

              HOLDOVER
                TENANCY:

            	
               

              18

            
	
               

              26.

            	
               

              RIGHT
                TO SHOW PREMISES:

            	
               

              18

            
	
               

              27.

            	
               

              LESSOR’S
                WORK - LESSEE’S DRAWINGS:

            	
               

              18

            
	
               

              28.

            	
               

              WAIVER
                OF TRIAL BY JURY:

            	
               

              19

            
	
               

              29.

            	
               

              LATE
                CHARGE:

            	
               

              19

            
	
               

              30.

            	
               

              LESSEE’S
                INSURANCE:

            	
               

              19

            


    

    



    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    


    


    
      	 	 	 
	
               

              31.

            	
               

              NO
                OTHER REPRESENTATIONS:

            	
               

              21

            
	
               

              32.

            	
               

              QUIET
                ENJOYMENT:

            	
               

              21

            
	
               

              33.

            	
               

              INDEMNITY:

            	
               

              21

            
	
               

              34.

            	
               

              ARTICLE
                HEADINGS:

            	
               

              21

            
	
               

              35.

            	
               

              APPLICABILITY
                TO HEIRS AND ASSIGNS:

            	
               

              21

            
	
               

              36.

            	
               

              OUTSIDE
                PARKING SPACES:

            	
               

              22

            
	
               

              37.

            	
               

              LESSOR’S
                LIABILITY FOR LOSS OF PROPERTY:

            	
               

              22

            
	
               

              38.

            	
               

              PARTIAL
                INVALIDITY:

            	
               

              22

            
	
               

              39.

            	
               

              LESSEE’S
                BROKER:

            	
               

              22

            
	
               

              40.

            	
               

              PERSONAL
                LIABILITY:

            	
               

              22

            
	
               

              41.

            	
               

              NO
                OPTION:

            	
               

              23

            
	
               

              42.

            	
               

              DEFINITIONS:

            	
               

              23

            
	
               

              43.

            	
               

              LEASE
                COMMENCEMENT:

            	
               

              24

            
	
               

              44.

            	
               

              NOTICES:

            	
               

              24

            
	
               

              45.

            	
               

              ACCORD
                AND SATISFACTION:

            	
               

              24

            
	
               

              46.

            	
               

              EFFECT
                OF WAIVERS:

            	
               

              24

            
	
               

              47.

            	
               

              LEASE
                CONDITION:

            	
               

              24

            
	
               

              48.

            	
               

              MORTGAGEE’S
                NOTICE AND OPPORTUNITY TO CURE:

            	
               

              25

            
	
               

              49.

            	
               

              LESSOR’S
                RESERVED RIGHT:

            	
               

              25

            
	
               

              50.

            	
               

              CORPORATE
                AUTHORITY:

            	
               

              25

            
	
               

              51.

            	
               

              AFTER-HOURS
                USE:

            	
               

              25

            
	
               

              52.

            	
               

              LESSEE’S
                EXPANSION/RELOCATION:

            	
               

              26

            
	
               

              53.

            	
               

              BUILDING
                PERMIT:

            	
               

              26

            


    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


     

    LEASE,
      is
      made the 15th
      day
      of
November,
      2002
      between PRINCETON OVERLOOK REALTY L.L.C. (herein referred to as “Lessor”) whose
      address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New
      Jersey 07016 and SCOPUS NETWORK TECHNOLOGIES, INC. (herein referred to as
“Lessee”). whose address is 12265 World Trade Drive, San Diego,
      California.

     

    PREAMBLE

     

    BASIC
      LEASE PROVISIONS AND DEFINITIONS

     

    In
      addition to other terms elsewhere defined in this Lease, the following terms
      whenever used this Lease shall have only the meanings set forth in this section,
      unless such meanings are expressly modified, limited or expanded elsewhere
      herein.

     

    
      	
              1.

            	
              ADDITIONAL
                RENT
                shall mean all sums in addition to Fixed Basic Rent payable by Lessee
                to
                Lessor pursuant to the provisions of the
                Lease.

            


    

     

    
      	
              2.

            	
              BASE
                PERIOD COSTS
                shall mean the following:

            


    

     

    
      	 	
              A.

            	
              Base
                Operating Costs: Those Operating Costs incurred during Calendar Year
                2003.

            


    

     

    
      	 	
              B.

            	
              Base
                Real Estate Taxes: Those Real Estate Taxes incurred during Calendar
                Year
                2003.

            


    

     

    
      	 	
              C.

            	
              Insurance
                Cost Expense Stop: $22,440.00

            


    

     

    
      	 	
              D.

            	
              Base
                Utility and Energy Costs: Those Utility and Energy costs incurred
                during
                Calendar Year 2003.

            


    

     

    
      	
              3.

            	
              BUILDING
                shall mean 100 Overlook Center, West Windsor, New
                Jersey.

            


    

     

    
      	
              4.

            	
              BUILDING
                HOLIDAYS
                shall be those shown on Exhibit F.

            


    

     

    
      	
              5.

            	
              BUILDING
                HOURS
                shall be Monday through Friday, 8:00 a.m. to 6:00 p.m., but excluding
                those holidays as set forth on Exhibit F attached hereto and made
                a part
                hereof, except that Common Facilities, lighting in the Building and
                Office
                Building Area shall be maintained for such additional hours as, in
                Lessor’s sole judgement, is necessary or desirable to insure proper
                operating of the Building and Office Building
                Area.

            


    

     

    
      	
              6.

            	
              COMMENCEMENT
                DATE
                is
                upon substantial completion of tenant improvements and shall for
                purposes
                hereof be subject to Articles 27 and 43
                hereof.

            


    

     

    
      	
              7.

            	
              DEMISED
                PREMISES OR PREMISES
                shall be deemed to be 3,378 gross rentable square feet on the third
                (3rd)
                floor as shown on Exhibit A hereto, which includes an allocable share
                of
                the Common Facilities as defined in Article
                42(b).

            


    

     

    
      	
              8.

            	
              EXHIBITSshall
                be the following, attached to this Lease and incorporated
                herein and made a part hereof.

            


    

     

    


    
      	
              Exhibit
                A

            	
              Location
                of Premises

            
	
              Exhibit
                A-1

            	
              Office
                Building Area

            
	
              Exhibit
                B

            	
              Rules
                and Regulations

            
	
              Exhibit
                C

            	
              Lessor’s
                Work

            
	
              Exhibit
                C-1

            	
              Air
                Conditioning & Heating Design Standards

            
	
              Exhibit
                D 

            	
              Cleaning
                Services

            
	
              Exhibit
                E 

            	
              Building
                Holidays

            
	
              Exhibit
                F 

            	
              Tenant
                Estoppel Certificate

            
	
              Exhibit
                G 

            	
              Commencement
                Date Agreement

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


     

    
      	
              9.

            	
              EXPIRATION
                DATE
                shall be the last day of the month in which the day before the three
                (3)
                year anniversary of the Commencement Date
                occurs.

            


    

     

    
      	
              10.
                

            	
              FIXED
                BASIC RENT
                shall mean: TWO HUNDRED EIGHTY THOUSAND THREE HUNDRED SEVENTY FOUR
                AND
                00/100 DOLLARS ($280,374.00) for the Term payable as
                follows:

            


    

     

    
      	
              Year

            	
              Yearly
                Rent

            	
              Monthly
                Installments

            
	
              1

            	
              $92,050.50

            	
              $7,670.88

            
	
              2

            	
              $93,739.50

            	
              $7,811.63

            
	
              3

            	
              $94,584.00

            	
              $7,882.00

            


    

     

    
      	
              11.

            	
              LESSEE’S
                BROKER
                shall mean none.

            


    

     

    
      	
              12.

            	
              LESSEE’S
                PERCENTAGE
                shall be 2.26% subject to adjustment as provided for in Article
                42(d).

            


    

     

    
      	
              13.

            	
              OFFICE
                BUILDING AREA
                is
                as set forth on Exhibit A-1.

            


    

     

    
      	
              14.

            	
              PARKING
                SPACES
                shall mean a total of 12 unassigned
                spaces.

            


    

     

    
      	
              15.

            	
              PERMITTED
                USE
                shall be general office use and for no other
                purpose.

            


    

     

    
      	
              16.

            	
              SECURITY
                DEPOSIT
                shall be FIFTEEN THOUSAND FIVE HUNDRED SEVENTY-SIX AND 33/100 DOLLARS
                ($15,576.33)

            


    

     

    
      	
              17.

            	
              TERM
                shall mean three (3) years from the Commencement Date, plus the number
                of
                days, if any, to have the Lease expire on the last day of a calendar
                month, unless extended pursuant to any option contained
                herein.

            


    

     

    -
      End of
      Preamble -

     

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


     

    
WITNESSETH

     

    For
      and
      in consideration of the covenants herein contained, and upon the terms and
      conditions herein set forth, Lessor and Lessee agree as follows:

     

    
      	
              1.

            	
              DESCRIPTION:

            


    

     

    Lessor
      hereby leases to Lessee, and Lessee hereby hires from Lessor, the Premises
      as
      defined in the Preamble which includes an allocable share of the Common
      Facilities, as shown on plan or plans, initialed by the parties hereto, marked
      Exhibit A attached hereto and made part of this Lease in the Building as defined
      in the Preamble, (hereinafter called the “Building”) which is situated on that
      certain parcel of land (hereinafter called “Office Building Area”) as described
      on Exhibit A-1 attached hereto and made part of this Lease, together, with
      the
      right to use in common with other lessees of the Building, their invitees,
      customers aid employees, those public areas of the Common Facilities as
      hereinafter defined.

     

    
      	
              2.

            	
              TERM:

            


    

     

    The
      Premises are leased for a term to commence on the Commencement Date, and to
      end
      at 12:00 midnight on the Expiration Date, all as defined in the
      Preamble.

     

    
      	
              3.

            	
              BASIC
                RENT:

            


    

     

    The
      Lessee shall pay to the Lessor during the Term, the Fixed Basic Rent as defined
      in the Preamble (hereinafter called “Fixed Basic Rent”) payable in such coin or
      currency of the United States of America as at the time of payment shall be
      legal tender for the payment of public and private debts. The Fixed Basic Rent
      shall accrue at the Yearly Rate as defined in the Preamble and shall be payable,
      in advance, on the first day of each calendar month during the- Term at the
      Monthly Installments as defined in the Preamble, except that a proportionately
      lesser sum may be paid for the first and last months of the Term of this Lease
      if the Term commences on a day other than the first day of the month, in
      accordance with the provisions of this Lease herein set forth. Lessor
      acknowledges receipt from Lessee of the first monthly installment by check,
      subject to collection, for Fixed Basic Rent for the first month of the Lease
      Term. Lessee shall pay Fixed Basic Rent, and any Additional Rent as hereinafter
      provided, to Lessor at Lessor’s above stated address, or at such other place as
      Lessor may designate in writing, without demand and without counterclaim,
      deduction or set off.

     

    4.    USE
      AND OCCUPANCY:

     

    Lessee
      shall use and occupy the Premises for the Permitted Use as defined in the
      Preamble.

     

    If
      at any
      time during the Term of this Lease, Lessee adopts a policy prohibiting Lessee,
      its employees, agents or invitees from smoking within the Promises, Lessee
      shall
      establish a designated area within the Premises where Lessee shall permit
      smoking. Lessee shall establish such designated area at Lessee’s sole expense in
      accordance with Article 6 of this Lease. Such designated area shall include,
      among other things, adequate area, ventilation and fire safety equipment. Lessee
      hereby acknowledges that such designated area is necessary and reasonable to
      prevent smoking by Lessee, Lessee’s employees, agents and invitees in
      unauthorized areas of the Building or Common Facilities in violation of relevant
      fire and safety laws and regulations and to prevent fire hazards within the
      Premises.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


     

    5.    CARE
      AND REPAIR OF PREMISES/ENVIRONMENTAL:

     

    
      	 	
              (a)

            	
              Lessee
                shall commit no act of waste and shall take good care of the premises
                and
                the fixtures and appurtenances therein, and shall, in the use and
                occupancy of the Premises, conform to all laws, orders and regulations
                of
                the federal, state and municipal governments or any of their departments
                affecting the Premises and with any and all environmental requirements
                resulting from the Lessee’s use of the Premises, this covenant to survive
                the expiration or sooner termination of the Lease. Lessor shall,
                subject
                to the same being included in Operating Costs, make all necessary
                repairs
                to the Premises, Common Facilities and to the assigned parking areas,
                if
                any, except where the repair has been made necessary by misuse or
                neglect
                by Lessee or Lessee’s agents, servants, visitors or licensees, in which
                event Lessee shall nevertheless make the repair but Lessee shall
                pay to
                Lessor, as Additional Rent, immediately upon demand, the costs therefor.
                All improvements made by Lessee to the Premises, which are so attached
                to
                the Premises, shall become the property of Lessor upon installation.
                Not
                later than the last day of the Term, Lessee shall, at Lessee’s expense,
                remove all Lessee’s personal property and those improvements made by
                Lessee which have not become the property of Lessor, including trade
                fixtures, cabinetwork, movable paneling, partitions and the like;
                repair
                all injury done by or in connection with the installation or removal
                of
                said property and improvements; and surrender the Premises in as
                good
                condition as they were at the beginning of the Term, reasonable wear
                and
                tear and damage by fire, the elements, casualty or other cause not
                due to
                the misuse or neglect by Lessee, Lessee’s agents, servants, visitors or
                licensees excepted. All other property of Lessee remaining on the
                Premises
                after the last day of the Term of this Lease shall be conclusively
                deemed
                abandoned and may be removed by Lessor, and Lessee shall reimburse
                Lessor
                for the cost of such removal. Lessor may have any such property stored
                at
                Lessee’s risk and expense.

            


    

     

    ENVIRONMENTAL

     

    
      	 	
              (b)

            	
              Compliance
                with Environmental Laws.
                Lessee shall, at Lessee’s own expense, promptly comply with each and every
                federal, state, county and municipal environmental law, ordinance,
                rule,
                regulation, order, directive and requirement, now or hereafter existing
                (“Environmental Laws”), applicable to the Premises, Lessee, Lessee’s
                operations at the Premises, or all of
                them.

            


    

     

    
      	 	
              (c)

            	
              ISRA
                Compliance.
                Lessee shall, at Lessee’s own expense, comply with the Industrial Site
                Recovery Act, N.J.S.A. 13:1K-6 et
                seq.,the
                regulations promulgated thereunder and any amending and successor
                legislation and regulations
                (“ISRA”).

            


    

     

    
      	 	
              (d)

            	
              Information
                to Lessor.
                At
                no expense to Lessor, Lessee shall promptly provide information and
                sign
                all documents requested by Lessor with respect to compliance with
                Environmental Laws.

            


    

     

    
      	 	
              (e)

            	
              Lessor
                Audit.
                Lessee shall permit Lessor and its representatives access to the
                Premises,
                from time to time, to conduct an environmental assessment, investigation
                and sampling, all at Lessee’s own
                expense.

            


    

     

    
      	 	
              (f)

            	
              Lessee
                Remediation.
                Should any assessment, investigation or sampling reveal the existence
                of
                any spill, discharge or placement of Contaminants in, on, under,
                or about,
                or migrating from or onto the Premises, the Building or the Office
                Building Area, as a result of the action or omission of Lessee or
                a
                “Lessee Representative”, then, in addition to being in default under this
                Lease and Lessor having all rights available to Lessor under this
                Lease
                and by law by reason of such default, Lessee shall, at Lessee’s own
                expense, in accordance with Environmental Laws, undertake all action
                required by Lessor and any governmental authority, including, without
                limitation, promptly obtaining and delivering to Lessor an unconditional
                No Further Action Letter. For purposes of this Article, the term
“Lessee’s
                Representative” shall mean any shareholder, officer, director, member,
                partner, employee, agent, licensee, assignee, sublessee or invitee
                of
                Lessee, or any third party other than Lessor, or another lessee of
                the
                Building, or a shareholder, officer, director, member, partner, employee,
                agent, licensee, assignee, sublessee or invitee of such other lessee.
                In
                no event shall any of Lessee’s remedial action involve engineering or
                institutional controls, a groundwater classification exception area
                or
                well restriction area, and Lessee’s remedial action shall meet the most
                stringent published or unpublished remediation standards for soil,
                surface
                water, groundwater and drinking water. Promptly upon completion of
                all
                required investigatory and remedial activities, Lessee shall, at
                Lessee’s
                own expense, to Lessor’s satisfaction, restore the affected areas of the
                Premises, the Building or the Office Building Area, as the case may
                be,
                from any damage or condition caused by the investigatory or remedial
                work.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              Environmental Questionnaire.
                Upon Lessor’s request, contemporaneously with the signing and delivery of
                this Lease, and thereafter upon renewal of the lease, if at all,
                Lessee
                shall complete, execute and deliver to Lessor an environmental
                questionnaire in form and substance satisfactory to
                Lessor.

            


    

     

    
      	 	
              (h)

            	
              Environmental
                Documents and Conditions.
                For purposes of this Article, the term “Environmental Documents” shall
                mean all environmental documentation concerning the Building or the
                Office
                Building Area, of which the Premises is a part, or its environs,
                in the
                possession or under the control of Lessee, including, without limitation,
                plans, reports, correspondence and submissions. During the term of
                this
                Lease and subsequently, promptly upon receipt by Lessee or Lessee’s
                Representatives, Lessee shall deliver to Lessor all Environmental
                Documents concerning or generated by or on behalf of Lessee, whether
                currently or hereafter existing. In addition, Lessee shall promptly
                notify
                Lessor of any environmental condition of which Lessee has knowledge,
                which
                may exist in, on, under, or about, or may be migrating from or onto
                the
                Building or the Office Building
                Area.

            


    

     

    
      	 	
              (i)

            	
              Lessor’s
                Right to Perform Lessee’s Obligations.
                Notwithstanding anything to the contrary set forth in this Lease,
                in the
                event, pursuant to this Lease, Lessee is required to undertake any
                sampling, assessment, investigation or remediation with respect to
                the
                Premises, the Building or the Office Building Area, as the case may
                be,
                then, at Lessee’s discretion, Lessor shall have the right, upon notice to
                Lessee, from time to time, to perform such activities at Lessee’s expense,
                and all sums incurred by Lessor shall be paid by Lessee, as Additional
                Rent, upon demand.

            


    

     

    
      	 	
              (j)

            	
              Indemnity.
                Lessee shall indemnify, defend and hold harmless Lessor, Lessor’s
                officers, directors, shareholders, employees and personal or legal
                representatives from and against any and all claims, liabilities,
                losses,
                damages, penalties and costs, foreseen or unforeseen, including,
                without
                limitation, counsel, engineering and other professional or, expert
                fees,
                which an indemnified party may incur resulting directly or indirectly,
                wholly or partly from Lessee’s actions or omissions with regard to
                Lessee’s obligations under this
                Article.

            


    

     

    
      	 	
              (k)

            	
              Survival.
                This Article shall survive the expiration or earlier termination
                of this
                lease. Lessee’s failure to abide by the terms of this Article shall be
                restrainable or enforceable, as the case may be, by
                injunction.

            


    

     

    
      	 	
              (l)

            	
              Interpretation.
                The obligations imposed upon Lessee under subparagraphs (a) through
                (j)
                above are in addition to and are not intended to limit, but to expand
                upon, the obligations imposed upon Lessee under this Article 5. As
                used in
                this Article, the term “Contaminants” shall include, without limitation,
                any regulated substance, toxic substance, hazardous substance, hazardous
                waste, pollution, pollutant, contaminant,
                petroleum, asbestos or polychlorinated biphenyls, as defined or referred
                to in any Environmental Laws. Where a law or regulation defines any
                of
                these terms more broadly then another, the broader definition shall
                apply.

            


    

     

    6.    ALTERATIONS,
      ADDITIONS OR IMPROVEMENTS:

     

    Lessee
      shall not, without first obtaining the written consent of Lessor, make any
      alterations, additions or improvements in, to or about the
      Premises.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


     

    7.    ACTIVITIES
      INCREASING FIRE INSURANCE RATES:

     

    Lessee
      shall not do or suffer anything to be done on the Premises which will increase
      the rate of fire insurance on the Building.

     

    8.    ASSIGNMENT
      AND SUBLEASE:

     

    Provided
      Lessee is not in default of any provisions of this Lease, Lessee may assign
      or
      sublease the within Lease to any party subject to the following:

     

    
      	 	
              a.

            	
              In
                the event Lessee desires to assign this Lease or sublease all or
                part of
                the Premises to any other party, the terms and conditions of such
                assignment or sublease shall be communicated
                to the Lessor in writing no less than ninety (90) days prior to the
                effective date of any such sublease or assignment, and, prior to
                such
                effective date, the Lessor shall have the option, exercisable in
                writing
                to the Lessee, to: (i) sublease such space from Lessee at the lower
                rate
                of (a) the rental rate per rentable square foot of Fixed Basic Rent
                and
                Additional Rent then payable pursuant to this Lease or (b) the terms
                set
                forth in the proposed sublease, (ii) recapture in the case of subletting,
                that portion of the Premises to be sublet or all of the Premises
                in the
                case of an assignment (“Recapture Space”) so that such prospective
                sublessee or assignee shall then become the sole Lessee of Lessor
                hereunder, or (iii) recapture the Recapture Space for Lessor’s own use and
                the within Lessee shall be fully released from any and all obligations
                hereunder with respect to the Recapture
                Space.

            


    

     

    
      	 	
              b.

            	
              In
                the event that the Lessor elects not to recapture the Lease or relet
                the
                Premises as hereinabove provided, the Lessee may nevertheless assign
                this
                Lease or sublet the whole or any portion of the Premises, subject
                to the
                Lessor’s prior written consent, which consent shall not be unreasonably
                withheld, on the basis of the following terms and
                conditions:

            


    

     

    
      	 	
              i.

            	
              The
                Lessee shall provide to the Lessor the name and address of the assignee
                or
                sublessee.

            


    

     

    
      	 	
              ii.

            	
              The
                assignee or sublessee shall assume, by written instrument, all of
                the
                obligations of this Lease, and a copy of such assumption agreement
                shall
                be furnished to the Lessor within ten (10) days of its execution.
                Any
                sublease shall expressly acknowledge that said sublessee’s rights against
                Lessor shall be no greater than those of Lessee. Lessee further agrees
                that notwithstanding any such subletting, no other and further subletting
                of the Premises by Lessee or any person claiming through or under
                Lessee
                shall or will be made except upon compliance with and subject to
                the
                provisions of this Article 8.

            


    

     

    
      	 	
              iii.

            	
              Each
                sublease shall provide that it is subject and subordinate to this
                Lease
                and to the matters to which this Lease is or shall be subordinate,
                and
                that in the event of default by Lessee under this Lease, Lessor may,
                at
                its option, take over all of the right, title and interest of Lessee,
                as
                sublessor, under such sublease, and such sublessee shall, at Lessor’s
                option, attorn to Lessor pursuant to the then executory provisions
                of such
                sublease, except that Lessor shall not (i) be liable for any previous
                act
                or omission of Lessee under such sublease or, (ii) be subject to
                any
                offset not expressly provided in such sublease which theretofore
                accrued
                to such sublease to which Lessor has not specifically consented in
                writing
                or by any previous prepayment of more than one month’s
                rent.

            


    

     

    
      	 	
              iv.

            	
              The
                Lessee and each assignee shall be and remain liable for the observance
                of
                all the covenants and provisions of this Lease, including, but not
                limited
                to, the payment of Fixed Basic Rent and Additional Rent reserved
                herein,
                through the entire Term of this Lease, as the same may be renewed,
                extended or otherwise modified.

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              v.

            	
              The
                Lessee and any assignee shall promptly pay to Lessor any consideration
                received for any assignment and/or all of the rent, as and when received,
                in excess of the Rent required to be paid by Lessee for the area
                sublet
                computed on the basis of an average square foot rent for the gross
                square
                footage Lessee has leased.

            


    

     

    
      	 	
              vi.

            	
              In
                any event, the acceptance by the Lessor of any rent from the assignee
                or
                from any of the subtenants or the failure of the Lessor to insist
                upon a
                strict performance of any of the terms, conditions and covenants
                herein
                shall not release the Lessee herein, nor any assignee assuming this
                Lease,
                from any and all of the obligations herein during and for the entire
                Term
                of this Lease.

            


    

     

    
      	 	
              vii.

            	
              In
                Lessor’s reasonable judgment, the proposed assignee or subtenant is
                engaged in a business or activity, and the Premises, or the relevant
                part
                thereof, will be used in a manner, which (a) is in keeping with then
                standard of the Building and (b) is limited to the use of the Premises
                as
                general offices.

            


    

     

    
      	 	
              viii.

            	
              The
                proposed assignee of subtenant shall be an entity which has existed
                for at
                least one (1) year and is not then an occupant of any part of the
                Building
                or any other building then owned by Lessor or its affiliates within
                a five
                mile radius of the Building.

            


    

     

    
      	 	
              ix.

            	
              The
                proposed assignee or subtenant is not an entity or a person with
                whom
                Lessor is or has been, within the preceding twelve (12) month period,
                negotiating to lease space in the Building or any other building
                owned by
                Lessor or its affiliates within a five-mile radius of the
                Building.

            


    

     

    
      	 	
              x.

            	
              There
                shall not be more than one (1) subtenant in the
                Premises.

            


    

     

    
      	 	
              xi.

            	
              Lessee
                shall not advertise the subtenancy for less than the then current
                market
                rent per rentable square foot for the Premises as though the Premises
                were
                vacant.

            


    

     

    
      	 	
              xii.

            	
              Lessee
                shall not have (a) publicly advertised the availability of the Premises
                without prior notice to and approval by Lessor, nor shall any
                advertisement state the name (as distinguished from the address)
                of the
                Building or (b) listed the Premises for subletting or assignment
                with
                other than a broker, agent or representative who waives any entitlement
                to
                a commission or other fee from Lessor in the
                event of a recapturing of the
                Premises;

            


    

     

    
      	 	
              xiii.

            	
              a
                proposed occupancy shall not, in Lessor’s reasonable opinion, increase the
                density of population using the Demised Premises to exceed one (1)
                person
                per 250 gross rentable square feet of space or exceed the parking
                allocation presently provided for in this
                Lease;

            


    

     

    
      	 	
              xiv.

            	
              The
                proposed assignee or subtenant shall only use the Premises for general
                offices and shall not be engaged in any of the
                following:

            


    

     

    
      	 	
              (a)

            	
              educational,
                including but not limited to, instructional facilities and correspondence
                schools;

            


    

     

    
      	 	
              (b)

            	
              employment
                agencies;

            


    

     

    
      	 	
              (c)

            	
              model
                agencies;

            


    

     

    
      	 	
              (d)

            	
              photographic
                studios or laboratories;

            


    

     

    
      	 	
              (e)

            	
              spas,
                health, physical fitness or exercise salons;


            


    

     

    
      	 	
              (f)

            	
              small
                loan offices;

            


    

     

    
      	 	
              (g)

            	
              real
                estate brokerage or real estate sales offices open to the general
                public
                or construction offices;

            


    

     

    
      	 	
              (h)

            	
              medical
                or dental facilities, including professional offices, treatment
                facilities, dispensaries or
                laboratories;

            


    

     

    
      	 	
              (i)

            	
              federal,
                state or local government offices;

            


    

     

    
      	 	
              (j)

            	
              so-called
                boiler room operations;

            


    

     

    
      	 	
              (k)

            	
              retail
                stock brokerage offices; and

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (l)

            	
              religious
                organizations making facilities available to congregations for uses
                other
                than business purposes; and 

            


    

     

    
      	 	
              (m)

            	
              executive
                office suite use.

            


    

     

    
      	 	
              xv.

            	
              The
                proposed assignee or subtenant shall not be entitled, directly or
                indirectly, to diplomatic or sovereign immunity and shall be subject
                to
                the service of process in, and the jurisdiction of, the state courts
                of
                New Jersey.

            


    

     

    
      	 	
              xvi.

            	
              Lessor
                shall require a FIVE HUNDRED AND 00/100 DOLLAR ($500.00) payment
                to cover
                its handling charges for each request for consent to any sublet or
                assignment prior to its consideration of the same. Lessee acknowledges
                that its sole remedy with respect to any assertion that Lessor’s failure
                to consent to any sublet or assignment is unreasonable shall be remedy
                of
                specific performance and Lessee shall have no other claim or cause
                of
                action against Lessor as a result of Lessor’s actions in refusing to
                consent thereto.

            


    

     

    
      	 	
              c.

            	
              If
                Lessee is a corporation other than a corporation whose stock is listed
                and
                traded on a nationally recognized stock exchange, the provisions
                of
                Sub-section a. shall apply to a transfer (however accomplished, whether
                in
                a single transaction or in a series of related or unrelated transactions)
                of stock (or any other mechanism such as, by way of example, the
                issuance
                of additional stock, a stock voting agreement or change in class(es)
                of
                stock) which results in a change of control of Lessee as if such
                transfer
                of stock (or other mechanism) which results in a change of control
                of
                Lessee were an assignment of this Lease, and if Lessee is a partnership
                or
                joint venture, said provisions shall apply with respect to a transfer
                (by
                one or more transfers) of an interest in the distributions of profits
                and
                losses of such partnership or joint venture (or other mechanism,
                such as,
                by way of example, the creation of additional general partnership
                or
                limited partnership interests) which results in a change of control
                of
                such a partnership or joint venture, as if such transfer of an interest
                in
                the distributions of profits and losses of such partnership or joint
                venture which results in a change of control of such partnership
                or joint
                venture were an assignment of this Lease; but said provisions shall
                not
                apply to transactions with a corporation into or with which Lessee
                is
                merged or consolidated or to which all or substantially all of Lessee’s
                assets are transferred or to any corporation which controls or is
                controlled by Lessee or is under common control with Lessee, provided
                that
                in the event of such merger, consolidation or transfer of all or
                substantially all of Lessee’s assets (i) the successor to Lessee has a net
                worth computed in accordance with generally accepted accounting principles
                at least equal to the greater of (1) the net worth of Lessee immediately
                prior to such merger, consolidation or transfer, or (2) the net worth
                of
                Lessee herein named on the date of this Lease, and (ii) proof satisfactory
                to Lessor of such net worth shall have been delivered to Lessor at
                least
                10 days prior to the effective date of any such
                transaction.

            


    

     

    
      	 	
              d.

            	
              In
                the event that any or all of Lessee’s interest in the Premises and/or this
                Lease is transferred by operation of law to any trustee, receiver,
                or
                other representative or agent of Lessee, or to Lessee as a debtor
                in
                possession, and subsequently any or all of Lessee’s interest in the
                Premises and/or this Lease is offered or to be offered by Lessee
                or any
                trustee, receiver, or other representative or agent of Lessee as
                to its
                estate or property (such person, firm or entity being hereinafter
                referred
                to as the “Grantor”), for assignment, conveyance, Lease, or other
                disposition to a person, firm or entity other than Lessor (each such
                transaction being hereinafter referred to as a “Disposition”), it is
                agreed that Lessor has and shall have a right of first refusal to
                purchase, take, or otherwise acquire, the same upon the same terms
                and
                conditions as the Grantor thereof shall accept upon such Disposition
                to
                such other person, firm, or entity; and as to each such Disposition
                the
                Grantor shall give written notice to Lessor in reasonable detail
                of all of
                the terms and conditions of such Disposition within twenty (20) days
                next
                following its determination to accept the same but prior to accepting
                the
                same, and Grantor shall not make the Disposition until and unless
                Lessor
                has failed or refused to accept such right of first refusal as to
                the
                Disposition, as set forth
                herein.

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


     

    
      	 	 	
              Lessor
                shall have sixty (60) days next following its receipt of the written
                notice as to such Disposition in which to exercise the option to
                acquire
                Lessee’s interest by such Disposition, and the exercise of the option by
                Lessor shall be effected by notice to that effect sent to the Grantor,
                but
                nothing herein shall require Lessor to accept a particular Disposition
                or
                any Disposition, nor does the rejection of any one such offer of
                first
                refusal constitute a waiver or release of the obligation of the Grantor
                to
                submit other offers hereunder to Lessor. In the event Lessor accept
                such
                offer of first refusal, the transaction shall be consummated pursuant
                to
                the terms and conditions of the Disposition described in the notice
                to
                Lessor. In the event Lessor rejects such offer of first refusal,
                Grantor
                may consummate the Disposition with such other person, firm, or entity,
                but any decrease in price of more than two percent (2%) of the price
                sought from Lessor or any change in the terms of payment for such
                Disposition shall constitute a new transaction requiring a further
                option
                of first refusal to be given to Lessor
                hereunder.

            


    

     

    
      	 	
              e.

            	
              Without
                limiting any of the provisions of Articles 12 and 13, if pursuant
                to the
                Federal Bankruptcy Code (herein referred to as the “Code”), or any similar
                law hereafter enacted having the same general purpose, Lessee is
                permitted
                to assign this Lease notwithstanding the restrictions contained in
                this
                Lease, adequate assurance of future performance by an assignee expressly
                permitted under such Code shall be deemed to mean the deposit of
                cash
                security in an amount equal to the sum of one year’s Fixed Basic Rent plus
                an amount equal to the Additional Rent for the calendar year preceding
                the
                year in which such assignment is intended to become effective, which
                deposit shall be held by Lessor for the balance of the Term, without
                interest, as security for the full performance of all of Lessee’s
                obligations under this Lease, to be held and applied in the manner
                specified for security in Article
                16.

            


    

     

    
      	 	
              f.

            	
              Except
                as specifically set forth above, no portion of the Premises or of
                Lessee’s
                interest in this Lease may be acquired by any other person or entity,
                whether by assignment, mortgage, sublease, transfer, operation of
                law or
                act of the Lessee, nor shall Lessee pledge its interest in this Lease
                or
                in any security deposit required
                hereunder.

            


    

     

    9.    COMPLIANCE
      WITH RULES AND REGULATIONS:

     

    Lessee
      shall observe and comply with the rules and regulations hereinafter set forth
      in
      Exhibit B attached hereto and made a part hereof and with such further
      reasonable rules and regulations as Lessor may prescribe, on written notice
      to
      the Lessee, for the safety, care and cleanliness of the Building and the
      comfort, quiet and convenience of other occupants of the Building. Lessee shall
      not place a load upon any floor of the Premises exceeding the floor load per
      square foot area which it was designed to carry and which is allowed by law.
      Lessor reserves the right to prescribe the weight and position of all safes,
      business machines and mechanical equipment. Such installations shall be placed
      and maintained by Lessee, at Lessee’s expense, in settings sufficient, in
      Lessor’s judgement, to absorb and prevent vibration, noise and
      annoyance.

     

    10.   DAMAGES
      TO BUILDING:

     

    If
      the
      Building is damaged by fire or any other cause to such extent the cost of
      restoration, as reasonably estimated by Lessor, will equal or exceed twenty-five
      percent (25%) of the replacement value of the Building (exclusive of
      foundations) just prior to the occurrence of the damage, then Lessor may, no
      later than the sixtieth (60th) day following the date of damage, give Lessee
      a
      notice of election to terminate this Lease, or if the cost of restoration will
      equal or exceed fifty percent (50%) of such replacement value and if the
      Premises shall not be reasonably usable for the purpose for which they are
      leased hereunder, then Lessee may, no later than the sixtieth (60th) day
      following the date of damage, give Lessor a notice of election to terminate
      this
      Lease. In either said event of election, this Lease shall be deemed to terminate
      on the thirtieth (30th) day after the giving of said notice, and Lessee shall,
      surrender possession of the Premises within a reasonable time thereafter, and
      the Fixed Basic Rent, and any Additional Rent, shall be apportioned as of the
      date of said surrender and any Fixed Basic Rent or Additional Rent paid for
      any
      period beyond said date shall be repaid to Lessee. If the cost of restoration
      shall not entitle Lessor to terminate this Lease, or if despite the cost, Lessor
      does not elect to terminate this Lease, Lessor shall restore the Building and
      the Premises with reasonable promptness, subject to Force Majeure, and Lessee
      shall have no right to terminate this Lease. Lessor need not restore fixtures
      and improvements owned by Lessee.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    In
      any
      case in which use of the Premises is affected by any damage to the Building,
      there shall be either an abatement or an equitable reduction in Fixed Basic
      Rent, depending on the period for which and the extent to which the Premises
      are
      not reasonably usable for the purpose for which they are leased hereunder.
      The
      words “restoration” and “restore” as used in this Article 10 shall include
      repairs. If the damage results from the fault of the Lessee, Lessee’s agents,
      servants, visitors or licensees, Lessee shall not be entitled to any abatement
      or reduction in Fixed Basic Rent, except to the extent of any rent insurance
      received by Lessor.

     

    11.   EMINENT
      DOMAIN:

     

    If
      Lessee’s use of the Premises is materially affected due to the taking by eminent
      domsn of (a) the Premises or any part thereof or any estate therein; or (b)
      any
      other part of the Building; then, in either event, this Lease shall terminate
      on
      the date when title vests pursuant to such taking. The Fixed Basic Rent, and
      any
      Additional Rent, shall be apportioned as of said termination date and any Fixed
      Basic Rent or Additional Rent paid for any period beyond said date, shall be
      repaid to Lessee. Lessee shall not be entitled to any part of the award for
      such
      taking or any payment in lieu thcreof but Lessee may file a separate claim
      for
      any taking of fixtures and improvements owned by Lessee which have not become
      the Lessor’s property, and for moving expenses, provided the same shall, in no
      way, affect or diminish Lessor’s award. In the event of a partial taking which
      does not effect a termination of this Lease but does deprive Lessee of the
      use
      of a portion of the Premises, there shall either be an abatement or an equitable
      reduction of the Fixed Basic Rent, and an equitable adjustment reducing the
      Base
      Period Costs as hereinafter defined depending on the period for which and the
      extent to which the Premises so taken are not reasonably usable for the purpose
      for which they are leased hereumder.

     

    12.   INSOLVENCY
      OF LESSEE:

     

    Either
      (a) the appointment of a receiver to take possession of all or substantially
      all
      of the assets of Lessee, or, (b) a general assignment by Lessee for the benefit
      of creditors, or, (c) any action taken or suffered by Lessee under any
      insolvency or bankruptcy act, shall constitute a default of this Lease by
      Lessee, and Lessor may terminate this Lease forthwith and upon notice of such
      termination Lessee’s right to possession of the Premises shall cease, and Lessee
      shall then quit and surrender the Premises to Lessor but Lessee shall remain
      liable as hereinafter provided in Article 14 hereof.

     

    13.    LESSOR’S
      REMEDIES ON DEFAULT:

     

    If
      Lessee
      defaults in the payment of Fixed Basic Rent, or any Additional Rent, or defaults
      in the performance of any of the other covenants and conditions hereof or
      permits the Premises to become deserted, abandoned or vacated, Lessor may give
      Lessee notice of such default, and if Lessee does not cure any Fixed Basic
      Rent
      or Additional Rent default within five (5) days or other default within fifteen
      (15) days after giving of such notice (or if such other default is of such
      nature that it cannot be completely cured within such period, if Lessee does
      not
      commence such curing within such fifteen (15) days and thereafter proceed with
      reasonable diligence and in good faith to cure such default), then Lessor may
      terminate this Lease on not less than ten (10) days notice to Lessee, and on
      the
      date specified in said notice, Lessee’s right to possession of the Premises
      shall cease but Lessee shall remain liable as hereinafter provided. If this
      Lease shall have been so terminated by Lessor pursuant to Articles 12 or 13
      hereof, Lessor may at any time thereafter resume possession of the Premises
      by
      any lawful means and remove Lessee or other occupants and their effects. Lessee
      shall pay to Lessor, on demand, such expenses as Lessor may incur, including,
      without limitation, court costs and reasonable attorney's, fees and
      disbursements, in enforcing the performance of any obligation of Lessee under
      this Lease.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    14.    DEFICIENCY:

     

    In
      any
      case where Lessor has recovered possession of the Premises by reason of Lessee’s
      default, Lessor may, at Lessor’s option, occupy the Premises or cause the
      Premises to be redecorated, altered, divided, consolidated with other adjoining
      premises or otherwise changed or prepared for reletting, and may relet the
      Premises or any part thereof, as agent of Lessee or otherwise, for a term or
      terms to expire prior to, at the same time as or subsequent to, the original
      Expiration Date of this Lease, at Lessor’s option and receive the rent therefor.
      Rent so received shall be applied first to the payment of such expenses as
      Lessor may have incurred in connection with the recovery of possession,
      redecorating, altering, dividing, consolidating with other adjoining premises,
      or otherwise, changing or preparing for reletting, and the reletting, including
      brokerage and reasonable attorney’s fees, and then to the payment of damages in
      amounts equal to the Fixed Basic Rent and Additional Rent hereunder and to
      the
      costs and expenses of performance of the other covenants of Lessee as herein
      provided. Lessee agrees, in any such case, whether or not Lessor has relet,
      to
      pay to Lessor damages equal to the Fixed Basic Rent and Additional Rent from
      the
      date of such default to the date of expiration of the term demised and other
      sums herein agreed to be paid by Lessee, less the net proceeds of the reletting,
      if any, received by Lessor during the remainder of the unexpired term hereof,
      as
      ascertained from time to time, and the same shall be payable by Lessee on the
      several rent days above specified. Lessee shall not be entitled to any surplus
      accruing as a result of any such reletting. In reletting the Premises as
      aforesaid, Lessor may grant rent concessions, and Lessee shall not be credited
      therewith. No such reletting shall constitute a surrender and acceptance or
      be
      deemed evidence thereof. If Lessor elects, pursuant hereto, actually to occupy
      and use the Premises or any part thereof during any part of the balance of
      the
      Term as originally fixed or since extended, there shall be allowed against
      Lessee’s obligation for rent or damages as herein defined, during the period of
      Lessor’s occupancy, the reasonable value of such occupancy, not to exceed, in
      any event, the Fixed Basic Rent and Additional Rent herein reserved and such
      occupancy shall not be construed as a release of Lessee’s liability
      hereunder.

     

    Alternatively,
      in any case where Lessor has recovered possession of the Premises by reason
      of
      Lessee’s default, Lessor may at Lessor’s option, and at any time thereafter, and
      with notice or other action by Lessor, and without prejudice to any other rights
      or remedies it might have hereunder or at law or equity, become entitled to
      recover from Lessee, as Damages for such breach, in addition to such other
      sums
      herein agreed to be paid by Lessee, to the date of re-entry, expiration and/or
      dispossess, an amount equal to the difference between the Fixed Basic Rent
      and
      Additional Rent reserved in this Lease from the date of such default to the
      date
      of Expiration of the original Term demised and the then fair and reasonable
      rental value of the Premises for the same period. Said Damages shall become
      due
      and payable to Lessor immediately upon such breach of this Lease and without
      regard to whether this Lease be terminated or not, and if this Lease be
      terminated, without regard to the manner in which it is terminated. In the
      computation of such Damages, the difference between an installment of Fixed
      Basic Rent and Additional Rent thereafter becoming due and the fair and
      reasonable rental value of the Premises for the period for which such
      installment was payable shall be discounted to the date of such default at
      the
      rate of not more than six percent (6%) per annum.

     

    Lessee
      hereby waives all right of redemption to which Lessee or any person under Lessee
      might be entitled by any law now or hereafter in force.

     

    Lessor’s
      remedies hereunder are in addition to any remedy allowed by law.

     

    15.   SUBORDINATION
      OF LEASE:

     

    This
      Lease shall, at Lessor’s option, or at the option of any holder of any
      underlying lease or holder of any mortgages or trust deed, be subject and
      subordinate to any such underlying leases and to any such mortgages or trust
      deed which may now or hereafter affect the real property of which the Premises
      form a part, and also to all renewals, modifications, consolidations and
      replacements of said underlying leases and said mortgages or trust deed.
      Although no instrument or act on the part of Lessee shall be necessary to
      effectuate such subordination, Lessee will, nevertheless, execute and deliver
      such further instruments confirming such subordination of this Lease as may
      be
      desired by the holders of said mortgages or trust deed or by any of the lessor’s
      under such underlying leases. Lessee hereby appoints Lessor attorney-in-fact,
      irrevocably, to execute and deliver any such instrument for Lessee. If any
      underlying lease to which this Lease is subject terminates, Lessee shall, on
      timely request, attorn to the owner of the reversion.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    16.   SECURITY
      DEPOSIT:

     

    Lessee
      shall deposit with Lessor on the signing of this Lease, the Security Deposit
      as
      defined in the Preamble for the full and faithful performance of Lessee’s
      obligations under this Lease, including without limitation, the surrender of
      possession of the Premises to Lessor as herein provided. If Lessor applies
      any
      part of said Security Deposit to cure any default of Lessee, Lessee shall,
      on
      demand, deposit with Lessor the amount so applied so that Lessor shall have
      the
      full Security Deposit on hand at all times during the Term of this Lease. In
      the
      event a bona fide sale, subject to this Lease, Lessor shall have the right
      to
      transfer Security Deposit to the vendee, and Lessor shall be considered released
      by Lessee from all liability for the return of the Security Deposit; and Lessee
      agrees to look solely to the new lessor for the return of the Security Deposit,
      and it is agreed that this shall apply to every transfer or assignment made
      of
      the Security Deposit to the new lessor. Provided this Lease is not in default,
      the Security Deposit (less any portions thereof used, applied or retained by
      Lessor in accordance with the provisions of this Article 16), shall be returned
      to Lessee after the expiration or sooner termination of this Lease and after
      delivery of the entire Premises to Lessor in accordance with the provisions
      of
      this Lease. Lessee covenants that it will not assign or encumber or attempt
      to
      assign or encumber the Security Deposit and Lessor shall not be bound by any
      such assignment, encumbrance or attempt thereof.

     

    In
      the
      event of the insolvency of Lessee, or in the event of the entry of a judgement
      in any court against Lessee which is not discharged within thirty (30) days
      after entry, or in the event a petition is filed by or against Lessee under
      any
      chapter of the bankruptcy laws of the State of New Jersey or the United States
      of America, then in such event, Lessor may require the Lessee to deposit
      additional security in an amount which in Lessor’s sole judgement would be
      sufficient to adequately assure Lessee’s performance of all of its obligations
      under this Lease including all payments subsequently accruing. Failure of Lessee
      to deposit the security required by this Article 16 within ten (10) days after
      Lessor’s written demand shall constitute a material breach of this Lease by
      Lessee.

     

    17.   RIGHT
      TO CURE LESSEE’S BREACH:

     

    If
      Lessee
      breaches any covenant or condition of this Lease, Lessor may, on reasonable
      notice to Lessee (except that no notice need be given in case of emergency),
      cure such breach at the expense of Lessee and the reasonable amount of all
      expenses, including attorney’s fees, incurred by Lessor in so doing (whether
      paid by Lessor or not) shall be deemed Additional Rent payable on
      demand.

     

    18.   MECHANIC’S
      LIENS:

     

    Lessee
      shall, within fifteen (15) days after notice from Lessor, discharge or satisfy
      by bonding or otherwise any mechanic liens for materials or labor claimed to
      have been furnished to the Premises on Lessee’s behalf.

     

    19.   RIGHT
      TO INSPECT AND REPAIR:

     

    Lessor
      may enter the Premises but shall not be obligated to do so (except as required
      by any specific provision of this Lease) at any reasonable time on reasonable
      notice to Lessee (except that no notice need be given in case of emergency)
      for
      the purpose of inspection of the making of such repairs, replacement or
      additions in, to, on and about the Premises or the Building, as Lessor deems
      necessary or desirable. Lessee shall have no claims or cause of action against
      Lessor by reason thereof. In no event shall Lessee have any claim against Lessor
      for interruption of Lessee’s business, however occurring, including but not
      limited to that arising from the negligence of Lessor, its agents, servants
      or
      invitees, or from defects, errors or omissions in the construction or design
      of
      the Premises and/or the Building, including the structural and non-structural
      portions thereof.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    20.   SERVICES
      TO BE PROVIDED BY LESSOR/LESSOR’S EXCULPATION:

     

    Subject
      to intervening laws, ordinances, regulations and executive orders, while Lessee
      is not in default under any of the provisions of this Lease, Lessor agrees
      to
      furnish, except on holidays, as set forth on Exhibit E attached hereto and
      made
      a part hereof:

     

    
      	 	
              a.

            	
              The
                cleaning services, as set forth on Exhibit D attached hereto and
                made a
                part hereof, and subject to the conditions therein stated. Except
                as set
                forth on Exhibit D, Lessee shall pay the cost of all other cleaning
                services required by Lessee.

            


    

     

    
      	 	
              b.

            	
              Heating,
                ventilating and air conditioning (herein “HVAC”) as appropriate for the
                season, and as set forth on Exhibit C-1, attached hereto and made
                a part
                hereof, together with Common Facilities lighting and electric energy
                all
                during Building Hours, as defined in the
                Preamble.

            


    

     

    
      	 	
              c.

            	
              Cold
                and hot water for drinking and lavatory
                purposes.

            


    

     

    
      	 	
              d.

            	
              Elevator
                service during Building Hours (if the Building contains an elevator
                or
                elevators for the use of the occupants
                thereof).

            


    

     

    
      	 	
              e.

            	
              Restroom
                supplies and exterior window cleaning when reasonably
                required.

            


    

     

    
      	 	
              f.

            	
              Notwithstanding
                the requirements of Exhibit C-l (as to HVAC) or D or any other provision
                of this Lease, Lessor shall not be liable for failure to furnish
                any of
                the aforesaid services when such failure is due to Force Majeure,
                as
                hereinafter defined. Lessor shall not be liable, under any circumstances,
                including, but not limited to, that arising from the negligence of
                Lessor,
                its agents, servants or invitees, or from defects, errors or omissions
                in
                the construction or design of the Premises and/or the Building, including
                the structural and non-structural portions thereof, for loss of or
                injury
                to Lessee or to property, however occurring, through or in connection
                with
                or incidental to the furnishings of, or failure to furnish, any of
                the
                aforesaid services or for any interruption to Lessee’s business, however
                occurring.

            


    

     

    21.   INTERRUPTION
      OF SERVICES OR USE:

     

    Interruption
      or curtailment of any service maintained in the Building or at the Office
      Building Area, if caused by Force Majeure, as hereinafter defined, shall not
      entitle Lessee to any claim against Lessor or to any abatement in rent, and
      shall not constitute a constructive or partial eviction, unless Lessor fails
      to
      take measures as may be reasonable under the circumstances to restore the
      service without undue delay. If the Premises are rendered untenantable in whole
      or in part, for a period of ten (10) consecutive business days, by the making
      of
      repairs, replacements or additions, other than those made with Lessee’s consent
      or caused by misuse or neglect by Lessee, or Lessee’s agents, servants, visitors
      or licensees, there shall be a proportionate abatement of Rent from and after
      said tenth (10th) consecutive business day and continuing for the period of
      such
      untenantability. In no event, shall Lessee be entitled to claim a constructive
      eviction from the Premises unless Lessee shall first have notified Lessor in
      writing of the condition or conditions giving rise thereto, and if the complains
      be justified, unless Lessor shall have failed, within a reasonable time after
      receipt of such notice, to remedy, or commence and proceed with due diligence
      to
      remedy such condition or conditions, all subject to Force Majeure as hereinafter
      defined.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    22.   BUILDING
      STANDARD OFFICE ELECTRICAL SERVICE:

     

    The
      cost
      of electric current which is supplied by the Lessor for use by the Lessee in
      the
      Premises, other than for heating or air conditioning purposes, shall be
      reimbursed to the Lessor at terms, classification and rates normally charged
      by
      the public utilities corporation serving that part of the municipality where
      the
      subject Premises are located.

     

    
      	 	
              a.

            	
              From
                and after the Commencement Date, Lessee agrees to pay as Additional
                Rent
                an estimated electrical charge of $.10 per square foot per month,
                payable
                on the first day of each and every month, until such time as an electrical
                survey can be performed pursuant to Article 22(b)
                below.

            


    

     

    
      	 	
              b.

            	
              Lessee
                agrees that an independent electrical engineering consultant shall
                make a
                survey of electric power demand of the electric lighting fixtures
                and the
                electrical equipment of Lessee used in the Premises to determine
                the
                average monthly electric consumption thereof, and the costs of said
                survey
                shall be borne by Lessee. The findings of said consultant as to the
                average monthly electric consumption of Lessee shall, unless objected
                to
                by Lessee within forty-five (45) days, be conclusive and binding
                on Lessor
                and Lessee. After Lessor’s consultant has submitted its report, Lessee
                shall pay to Lessor, within ten (10) days after demand therefor by
                Lessor,
                the amount (based on the monthly consumption found by such consultant)
                as
                owing from the Lease Term’s Commencement Date, and the then expired
                months, to include the then current month and thereafter adjusted
                for the
                estimated electrical charges already paid pursuant to Article 22(a),
                on
                the first day of every month, in advance, the amount set forth as
                the
                monthly consumption in said report. Said amounts shall be treated
                as
                Additional Rent due hereunder. Proportionate sums shall be payable
                for
                periods of less than a full month if the Term commences or ends on
                any
                other than the first or last day of the month. If Lessee objects
                to said
                findings, Lessee shall nevertheless pay and continue to pay the amount
                determined by Lessor’s consultant until the issue is finally resolved, but
                Lessee may, at its expense, seek the services of an independent electrical
                consultant who shall make a survey as provided above. If Lessor’s and
                Lessee’s consultant cannot agree as to Lessee’s consumption within thirty
                (30) days of Lessee’s consultant’s findings either Lessor or Lessee may
                request the American Arbitration Association in Somerset, New Jersey
                to
                appoint an electrical engineering consultant whose decision shall
                be final
                and binding on Lessor and Lessee, and whose cost shall be shared
                equally.
                Upon the issue being finally resolved, any overpayment made by Lessee
                shall be promptly refunded.

            


    

     

    
      	 	
              c.

            	
              In
                the event that there shall be an increase or decrease in the rate
                schedule
                (including surcharges or demand adjustments), of the public utility
                for
                the supply of Building Standard Office Electrical Service, or the
                imposition of any tax with respect to such service or increase in
                any such
                tax following the Lease Term’s commencement, the Additional Rent payable
                hereunder shall be adjusted equitably to reflect the increase or
                decrease
                in rate or imposition or increase in the aforesaid tax. All computations
                shall be made on the basis of Lessee’s surveyed usage as if a meter
                exclusively measuring such usage to the Premises was in
                place.

            


    

     

    
      	 	
              d.

            	
              Lessee
                covenants that it shall notify Lessor immediately upon the introduction
                of
                any office equipment or lighting different from that on the Premises
                as of
                Lessor’s electrical survey or in addition to the aforesaid equipment or
                lighting on the Premises as of said survey. The introduction of any
                new or
                different equipment or lighting shall be cause for, at Lessor’s election,
                a resurveying of the Premises at Lessee’s expense. Lessor reserves the
                right to inspect the Premises to insure compliance with this
                provision.

            


    

     

    
      	 	
              e.

            	
              Lessor
                shall not be liable in any way to Lessee for any loss, damage or
                expense
                which Lessee may sustain or incur as a result of any failure, defect
                or
                change in the quantity or character of electrical energy available
                for
                redistribution to the Premises pursuant to this Article 22 nor for
                any
                interruption in the supply, and Lessee agrees that such supply may
                be
                interrupted for inspection, repairs and replacement and in emergencies.
                In
                any event, the full measure of Lessor’s liability for any interruption in
                the supply due to Lessor’s acts or omissions shall be an abatement of
                Fixed Basic Rent and Additional Rent, unless Lessor fails to take
                such
                measures as may be reasonable under the circumstances to restore
                such
                service without undue delay. In no event shall Lessor be liable for
                any
                business interruption suffered by
                Lessee.

            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              f.

            	
              Lessor,
                at Lessee’s expense, shall furnish and install all replacement lighting
                tubes, lamps, ballasts and bulbs required in the Premises. Lessee,
                however, shall have the right to furnish and/or install any or all
                of the
                items mentioned in this Article
                22(f).

            


    

     

    
      	 	
              g.

            	
              Lessee’s
                use of electrical service as contemplated herein shall be during
                Building
                Hours, and any use in excess of said Building Hours shall result
                in an
                adjustment as set forth in Article 22(a) hereof to reflect such additional
                consumption.

            


    

     

    23.   ADDITIONAL
      RENT:

     

    It
      is
      expressly agreed that Lessee will pay in addition to the Fixed Basic Rent
      provided in Article 3 hereof, an Additional Rent to cover Lessee’s Percentage as
      defined in the Preamble, of the increased cost to Lessor, for each of the
      categories enumerated herein, over the “Base Period Costs”, as defined in the
      Preamble for said categories.

     

    
      	 	
              a.

            	
              Operating
                Cost Escalation–
                If
                the Operating Costs incurred for the Building in which the Premises
                are
                located and Office Building Area for any Lease Year or Partial Lease
                Year
                during the Lease Term shall be greater than the Base Operating Costs
                (adjusted proportionately for periods less than a Lease Year), then
                Lessee
                shall pay to Lessor, as Additional Rent, Lessee’s Percentage of all such
                excess Operating Costs. Operating Costs shall include, by way of
                illustration and not of limitation: personal property taxes; management
                fees; labor, including all wages and salaries; social security taxes,
                and
                other taxes which may be levied against Lessor upon such wages and
                salaries; supplies; repairs and maintenance; maintenance and service
                contracts; painting; wall and window washing; laundry and towel service;
                tools and equipment (which are not required to be capitalized for
                federal
                income tax purposes); trash removal; lawn care; snow removal and
                all other
                items properly constituting direct operating costs according to standard
                accounting practices (hereinafter collectively referred to as the
                “Operating Costs”), but not including depreciation of Building or
                equipment; interest; income or excess profits taxes; costs of maintaining
                the Lessor’s corporate existence; franchise taxes; any expenditures
                required to be capitalized for federal income tax purposes, unless
                said
                expenditures are for the purpose of reducing Operating Costs within
                the
                Building and Office Building Area, or those which under generally
                applied
                real estate practice are expensed or regarded as deferred expenses
                or are
                required under any governmental or quasi-governmental law, statute,
                ordinance, rule, order, requirements or regulation, in which event
                the
                costs thereof shall be included. Notwithstanding anything contained
                herein
                to the contrary, any additional costs incurred by Lessor during the
                2002
                Calendar Year by reason of Lessor or any of its vendors entering
                into new
                labor contracts or renewals or modifications of existing labor contracts
                shall not be included in Base Operating Costs. The Base Operating
                Costs
                shall as be as defined in the
                Preamble.

            


    

     

    
      	 	
              b.

            	
              Fuel,
                Utilities and Electric Cost Escalation
                (hereinafter referred to as “Utility and Energy Costs”) – If
                the
                Utility and Energy Costs, including any fuel surcharges or adjustments
                with respect thereto, incurred for water, sewer, gas, electric, other
                utilities and heating, ventilating and air conditioning for the Building,
                to include all leased and leasable areas (not separately billed or
                metered
                within the Building), and Common Facilities electric, lighting, water,
                sewer and other utilities for the Building and Office Building Area,
                for
                any Lease Year or Partial Lease Year, during the Term, shall be greater
                than the Base Utility and Energy Costs Expense (adjusted proportionately
                for periods less than a Lease Year), then Lessee shall pay to Lessor
                as
                Additional Rent, Lessee’s Percentage of all such excess Utility and Energy
                Costs. As used in this Article 23, the Base Utility and Energy Costs
                shall
                be as defined in the Preamble.

            


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              c.

            	
              Tax
                Escalation–
                If the Real Estate Taxes for the Building and Office Building Area
                at
                which the Premises are located for any Lease Year or Partial Lease
                Year,
                during the Lease Team, shall be greater than the Base Real Estate
                Taxes
                (adjusted proportionately for periods less than a Lease Year), then
                Lessee
                shall pay to Lessor as Additional Rent, Lessee’s Percentage as hereinafter
                defined, of all such excess Real Estate
                Taxes.

            


    

     

    
      	 	 	
              As
                used in this Article 23(c), the words and terms which follow mean
                and
                include the following:

            


    

     

    
      	 	
              i.

            	
              “Base
                Real Estate Taxes” shall be as defined in the
                Preamble.

            


    

     

    
      	 	
              ii.

            	
              “Real
                Estate Taxes” shall mean the property taxes and assessments imposed upon
                the Building and Office Building Area, or upon the rent, as such,
                payable
                to the Lessor, including, but not limited to, real estate, city,
                county,
                village, school and transit taxes, or taxes, assessments, or charges
                levied, imposed or assessed against the Building and Office Building
                Area
                by any other taxing authority, whether general or specific, ordinary
                or
                extraordinary, foreseen or unforeseen. If due to a future change
                in the
                method of taxation, any franchise, income or profit tax shall be
                levied
                against Lessor in substitution for, or in lieu of, or in addition
                to, any
                tax which would otherwise constitute a Real Estate Tax, such franchise,
                income or profit shall be deemed to be a Real Estate Tax for the
                purposes
                hereof; conversely, any additional real estate tax hereafter imposed
                in
                substitution for, or in lieu of any franchise, income or profit tax
                (which
                is not in substitution for, or in lieu of, or in addition to, a Real
                Estate Tax as hereinbefore provided) shall not be deemed a Real Estate
                Tax
                for the purposes hereof.

            


    

     

    
      	 	
              d.

            	
              Insurance
                Cost Escalation–
                If the Insurance Costs for the Building and Office Building Area
                for any
                Lease Year or partial Lease Year during the Term shall be greater
                than the
                Insurance Cost Expense Stop (adjusted proportionately for periods
                less
                than a Lease Year), Lessee shall pay to Lessor as Additional Rent
                for each
                Lease Year or partial Lease Year commencing from and after the
                Commencement Date, Lessee’s Percentage of such excess Insurance
                Costs.

            


    

     

    
      	 	 	
              As
                used in this Article 23(d), the words and terms which follow mean
                and
                include the following:

            


    

     

    
      	 	
              i.

            	
              “Insurance
                Cost Expense Stop” shall be as defined in the
                Preamble.

            


    

     

    
      	 	
              ii.

            	
              “Insurance
                Costs” shall mean all fire and other insurance costs incurred by Lessor
                in
                connection with its operation and maintenance of the Building and
                Office
                Building Area, for any Lease Year or Partial Lease Year, during the
                Term.

            


    

     

    
      	 	
              e.

            	
              Lease
                Year–
                As used in this Article 23, Lease Year shall mean a calendar year.
                Any
                portion of the Term which is less than a Lease Year as hereinbefore
                defined, that is, from the Commencement Date through the following
                December 31, and from the last January 1, falling within the Term
                to the
                end of the Term, shall be deemed a “Partial Lease Year”. Any reference in
                this Lease to a Lease Year shall, unless the context clearly indicates
                otherwise, be deemed to be a reference to a Partial Lease Year if
                the
                period in question involves a Partial Lease
                Year.

            


    

     

    
      	 	
              f.

            	
              Payment–
                At any time, and from time to time, after the establishment of the
                Base
                Period Costs for each of the categories referred to above, Lessor
                shall
                advise Lessee in writing of Lessee’s Percentage share with respect to each
                of the categories as estimated for the next twelve (12) month period
                (or
                proportionate part thereof if the last period prior to the Lease’s
                expiration is less than twelve (12) months) as then known to the
                Lessor,
                and thereafter, the Lessee shall pay as Additional Rent, Lessee’s
                Percentage share of these costs for the then current period affected
                by
                such advice (as the same may be periodically revised by Lessor as
                additional costs are incurred) in equal monthly installments, such
                new
                rates being applied to any months, for which the Fixed Basic Rent
                shall
                have already been paid which are affected by the Operating Cost Escalation
                and/or Utility and Energy Cost Escalation and/or Tax Escalation Costs
                and/or Insurance Costs above referred to, as well as the unexpired
                months
                of the current period, the adjustment for the then expired months
                to be
                made at the payment of the next succeeding monthly rental, all subject
                to
                final adjustment at the expiration of each Lease Year as defined
                in
                Article 23(e) hereof (or Partial Lease Year if the last period prior
                to
                the Lease’s termination is less than twelve (12 months). However, Lessor
                shall be reimbursed by Lessee monthly during the first year of the
                Term
                for additional Utility and Energy Cost Escalations resulting from
                an
                increase in the monthly rate over the Base Utility
                Rate.

            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              In
                the event the last period prior to the Lease’s termination is less than
                twelve (12) months, the Base Period Costs during said period shall
                be
                proportionately reduced to correspond to the duration of said final
                period.

            


    

     

    
      	 	
              g.

            	
              Books
                and Reports–
                For the protection of Lessee, Lessor shall maintain books of account
                which
                shall be open to Lessee and its representatives at all reasonable
                times so
                that Lessee can determine that such Operating, Utility and Energy
                and Real
                Estate Tax Costs have, in fact, been paid or incurred. Lessee’s
                representatives shall mean only (i) Lessee’s employees or (ii) a Certified
                Public Accounting firm, and neither Lessee’s employees nor any Certified
                Public Accounting firm shall be permitted to (i) perform such inspection
                and/or audit on a contingency basis, or (ii) perform such an inspection
                and/or audit for any other tenant in the Building. At Lessor’s request,
                Lessee shall execute a confidentiality agreement reasonably acceptable
                to
                Lessor prior to any examination of Lessor’s books and records. In the
                event Lessee disputes any one or more of said charges, Lessee shall
                attempt to resolve such dispute with Lessor, provided that if such
                dispute
                shall not be satisfactorily settled between Lessor and Lessee, the
                dispute
                shall be referred by either party to an independent certified public
                accountant to be mutually agreed upon, and if such an accountant
                cannot be
                agreed upon, The American Arbitration Association may be asked by
                either
                party to select an arbitrator, whose decision on the dispute will
                be final
                and binding upon both parties, who shall jointly share any cost of
                such
                arbitration. Pending resolution of said dispute the Lessee shall
                pay to
                Lessor the sum so billed by Lessor subject to its ultimate resolution
                as
                aforesaid.

            


    

     

    
      	 	
              h.

            	
              Right
                of Review–
                Once Lessor shall have finally determined said Operating, Utility
                and
                Energy or Real Estate Tax Costs at the expiration of a Lease Year,
                then as
                to the item so established, Lessee shall only be entitled to dispute
                said
                charge as finally established for a period of six (6) months after
                such
                charge is finally established, and Lessee specifically waives any
                right to
                dispute any such charge at the expiration of said six (6) month
                period.

            


    

     

    
      	 	
              i.

            	
              Occupancy
                Adjustment–
                if, with respect to Operating Cost Escalation, as established in
                Article
                23(a) hereof, and Utility and Energy Cost Escalation, as established
                in
                Article 23(b) hereof, the Building is less than eighty-five percent
                (85%)
                occupied during the establishment of the respective Base Periods,
                then the
                Base Costs incurred with respect to said Operating Cost or Utility
                and
                Energy Cost shall be adjusted during any such period within the Base
                Period so as to reflect eighty-five percent (85%) occupancy. Similarly,
                if
                during any Lease Year or Partial Lease Year, subsequent to the Base
                Period
                the Building is less than eighty-five percent (85%) occupied, then
                the
                actual costs incurred for Operating Cost and Utility and Energy Cost
                shall
                be increased during any such period to reflect eighty-five percent
                (85%)
                occupancy so that at all times after the Base Period the Operating
                Cost or
                Utility and Energy Cost shall be actual costs, but in the event less
                than
                eighty-five percent (85%) of the Building is occupied during all
                or part
                of the Lease Year involved, the Operating Cost or Utility and Energy
                Cost
                shall not be less than that which would have been incurred had eighty-five
                percent (85%) of the Building been occupied. The aforesaid adjustment
                shall only be made with respect to those items that are in fact affected
                by variations in occupancy
                levels.

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    24.   LESSEE’S
      ESTOPPEL:

     

    Lessee
      shall, from time to time, on not less that ten (10) days prior written request
      by Lessor, execute, acknowledge and deliver to Lessor a written statement
      certifying that 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; the dates to which the rents and charges have been paid; and,
      to
      the best of Lessee’s knowledge, whether or not Lessor is in default hereunder,
      and if so, specifying the nature of the default. It is intended that any such
      statement delivered pursuant to this Article 24 may be relied on by a
      prospective purchaser of Lessor’s interest or mortgagee of Lessor’s interest or
      assignee of any mortgage of Lessor’s interest. Lessee shall also execute and
      deliver the form “Lessee Estoppel Certificate” attached hereto as Exhibit
      F.

     

    25.   HOLDOVER
      TENANCY:

     

    If
      Lessee
      holds possession of the Premises after the Expiration Date of this Lease, Lessee
      shall (i) become a tenant from month to month under the provisions herein
      provided, but at twice the monthly fixed basic rental for the last month of
      the
      term plus the Additional Rent which shall continue as provided in the Lease
      which sum shall be payable in advance on the first day of each month, and
      without the requirement for demand or notice by Lessor to Lessee demanding
      delivery of possession of said Premises, and such tenancy shall continue until
      terminated by Lessor, or until Lessee shall have given to Lessor, at least
      sixty
      (60) days prior to the intended date of termination, a written notice of intent
      to terminate such tenancy, which termination date must be as of the end of
      a
      calendar month; and (ii) indemnify Lessor against lost or liability resulting
      from the delay by Lessee in so surrendering the Premises including, without
      limitation, any claims made by any succeeding occupant founded on such delay.
      Lessee’s obligations under this Section shall survive the expiration or sooner
      termination of the Lease. The time limitations described in this Article 25
      shall not be subject to extension for Force Majeure.

     

    26.   RIGHT
      TO SHOW PREMISES:

     

    Lessor
      may show the Premises to prospective purchasers and mortgagees; and during
      the
      twelve (12) months prior to termination of this Lease, to prospective tenants,
      during Building Hours on reasonable notice to Lessee.

     

    27.   LESSOR’S
      WORK –LESSEE’S DRAWINGS:

     

    
      	 	
              a.

            	
              Lessor
                agrees that, prior to the commencement of the Term of this Lease,
                it will
                do substantially all of the work in the Premises in accordance with
                Exhibit C attached hereto and made a part
                hereof.

            


    

     

    
      	 	
              b.

            	
              Lessee
                will timely supply such drawings and information to Lessor as set
                forth in
                Exhibit C. Any delay occasioned by Lessee’s failure to timely supply such
                drawings and information shall not delay the Commencement Date of
                the Term
                and Lessee’s obligations hereunder, and the same shall commence on the
                date the Premises would have been delivered to Lessee pursuant to
                Article
                2, but for Lessee’s delay.

            


    

     

    
      	 	
              c.

            	
              Lease
                commencement shall occur and the Commencement Date is defined as
                that date
                when Lessor has done substantially all of the work to be done by
                Lessor in
                accordance with Exhibit C, unless Lessor has been precluded from
                completing said work as a result of Lessee’s acts or omissions including,
                but not limited to, its failure to comply with Article 27(b) hereof.
                Occupancy by Lessee or the delivery of a Certificate of Occupancy
                by
                Lessor (if required pursuant to local law) shall be prima facie evidence
                that Lessor has done substantially all of the
                work.

            


    


    
      
        
        

      

      
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    28.   WAIVER
      OF TRIAL BY JURY:

     

    To
      the
      extent such waiver is permitted by law, the parties waive trial by jury in
      any
      action or proceeding brought in connection with this Lease or the
      Premises.

     

    29.   LATE
      CHARGE:

     

    Anything
      in this Lease to the contrary notwithstanding, at Lessor’s option, Lessee shall
      pay a “Late Charge” of eight percent (8%) of any installment of Fixed Basic Rent
      or Additional Rent paid more than five (5) days after the due date thereof,
      to
      cover the extra expense involved in handling delinquent payments, said Late
      Charge to be considered Additional Rent. The amount of the Late Charge to be
      paid by Lessee shall be reassessed and added to Lessee’s obligations for each
      successive monthly period until paid.

     

    30.   LESSEE’S
      INSURANCE:

     

    
      	 	
              a.

            	
              Lessee
                covenants to provide at Lessee’s cost and expense on or before the earlier
                of (i) the Commencement Date, or (ii) Lessee’s taking actual possession
                for the purpose of completing any improvement work, and to keep in
                full
                force and effect during the entire Term and so long thereafter as
                Lessee,
                or anyone claiming by, through or under Lessee, shall occupy the
                Premises,
                insurance coverage as follows:

            


    

     

    
      	 	
              i.

            	
              Commercial
                General Liability insurance with contractual liability endorsements
                with
                respect to the Premises and the business of Lessee in which Lessee
                shall
                be adequately covered under limits of liability of not less than
                FIVE
                MILLION AND 00/100 DOLLARS ($5,000,000.00) combined single limit
                per
                occurrence for bodily or personal injury (including death) and property
                damage. Such insurance may be carried (x) under a blanket policy
                covering
                the Premises and other locations of Lessee, if any, provided that
                each
                such policy shall in all respects comply with this Article and shall
                specify that the portion of the total coverage of such policy that
                its
                allocated to the Premises is in the amounts required pursuant to
                this
                Article 30 and (y) under a primary liability policy of not less than
                ONE
                MILLION AND 00/100 DOLLARS ($1,000,000.00) and the balance under
                an
                umbrella policy. Notwithstanding anything to the contrary contained
                in
                this Lease, the carrying of insurance by Lessee in compliance with
                this
                Article 30 shall not modify, reduce, limit or impair Lessee’s obligations
                and liability under Article 33
                hereof.

            


    

     

    
      	 	
              ii.

            	
              Fire
                and Extended Coverage, Vandalism, Malicious Mischief, Sprinkler Leakage
                and Special Extended Coverage Insurance in an amount adequate to
                cover the
                cost of replacement of all personal property, decoration, trade fixtures,
                furnishings, equipment in the Premises and all contents therein.
                Lessor
                shall not be liable for any damage to such property of Lessee by
                fire or
                other peril includable in the coverage afforded by the standard form
                of
                fire insurance policy with extended coverage endorsement attached
                (whether
                or not such coverage is in effect), no matter how caused, it being
                understood that the Lessee will look solely to its insurer for
                reimbursement.

            


    

     

    
      	 	
              iii.

            	
              Worker’s
                Compensation Insurance in the minimum statutory amount covering all
                persons employed by Lessee.

            


    

     

    
      	 	
              iv.

            	
              Said
                limits shall be subject to periodic review and Lessor reserves the
                right
                to increase said coverage limits if, in the reasonable opinion of
                Lessor,
                said coverage becomes inadequate and is less than that commonly maintained
                by tenants in similar buildings in the area by tenants making similar
                uses. On or before the Commencement Date, and thereafter at Lessor’s
                request, Lessee shall provide Lessor evidence of the insurance coverage
                required herein in the form of a duplicate original insurance policy,
                an
                insurance binder (countersigned by the insurer), or Evidence of Insurance
                (in form ACORD 27 with respect to property insurance and ACORD 25-S
                with
                respect to liability insurance) for each of the insurance policies
                Lessee
                is required to carry in compliance with its obligations under this
                Lease.

            


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              b.

            	
              All
                of the aforesaid insurance shall (i) name Lessor as an additional
                insured
                on a primary basis; (ii) be written by one or more responsible insurance
                companies licensed in the State of New Jersey satisfactory to Lessor
                and
                in form satisfactory to Lessor, (iii) contain endorsements substantially
                as follows: “It is understood and agreed that the insurer will give to
                Lessor, or any successor lessor, c/o Mack-Cali Realty Corporation,
                11
                Commerce Drive, Cranford, New Jersey, thirty (30) days prior written
                notice of any material change in or cancellation of this policy.”; (iv)
                shall be written on an “occurrence” basis and not an a “claims made”
                basis.

            


    

     

    
      	 	
              c.

            	
              Lessee
                shall be solely responsible for payment of premium and Lessor (or
                its
                designee) shall not be required to pay any premium for such insurance.
                Lessee shall deliver to Lessor at least fifteen (15) days prior to
                the
                expiration of such policy, either a duplicate original or a certificate
                it
                being the intention of the parties hereto that the insurance required
                under the terms hereof shall be continuous during the entire Term
                of this
                Lease and any other period of time during which pursuant to the Term
                hereof, said insurance is required. Any insurance carried by Lessee
                shall
                be in excess of and will not contribute with the insurance carried
                by
                Lessor for injuries or damage arising out of the
                Premises.

            


    

     

    
      	 	
              d.

            	
              Lessee
                agrees, at its own cost and expense, to comply with all rules and
                regulations of the National Fire Protection Association (NFPA) National
                Fire Code. If, at any time or from time to time, as a result of or
                in
                connection with any failure by Lessee to comply with the foregoing
                sentence or any act or omission or commission by Lessee, its employees,
                agents, contractors or licensees, or a result of or in connection
                with the
                use to which the Premises are put (notwithstanding that such use
                may be
                for the purposes hereinbefore permitted or that such use may have
                been
                consented to by Lessor), the fire insurance rate(s) applicable to
                the
                Premises shall be higher than which would be applicable for a business
                office legally permitted therein, Lessee agrees that it will pay
                to Lessor
                as Additional Rent, such portion of the premiums for all Lessor’s fire
                insurance policies in force with respect to the building and the
                contents
                of any occupant thereof as shall be attributable to such higher
                rate(s).

            


    

     

    
      	 	
              e.

            	
              Lessor
                makes no representation that the limits of liability specified to
                be
                carried by Lessee or Lessor under the terms of this Lease are adequate
                to
                protect Lessee against Lessee’s undertaking under this Article 30, and in
                the event Lessee believes that any such insurance coverage called
                for
                under this Lease is insufficient, Lessee shall provide, at its own
                expense, such additional insurance as Lessee deems
                adequate.

            


    

     

    
      	 	
              f.

            	
              In
                the event the Premises or its contents are damaged or destroyed by
                fire or
                other insured casualty, (i) Lessor, to the extent of the coverage
                of
                Lessor’s policies of fire insurance, hereby waives its rights, if any,
                against Lessee with respect to such damage or destruction, even if
                said
                fire or other casualty shall have been caused, in whole or in part,
                by the
                negligence of Lessee, and (ii) Lessee, to the extent of the coverage
                of
                Lessee’s policies of fire insurance with extended coverage, hereby waives
                its rights, if any, against Lessor with respect to such damage, or
                destruction, even if said fire or other casualty shall have been
                caused,
                in whole or in part, by the negligence of Lessor; provided, however,
                such
                waivers of subrogation shall only be effective with respect to loss
                or
                damage occurring during such time as Lessor’s or Lessee’s policies of fire
                insurance (as the case may be) shall contain a clause or endorsement
                providing in substance that the aforesaid waiver of subrogation shall
                not
                prejudice the type and amount of coverage under such policies or
                the right
                of Lessor or Lessee (as the case may be) to recover thereunder. If,
                at any
                time, Lessor’s or Lessee’s insurance carrier refuses to write insurance
                which contains a consent to the foregoing waiver of subrogation,
                Lessor or
                Lessee, as the case may be, shall notify the party thereof in writing,
                and
                upon the giving of such notice, the provisions of this Section shall
                be
                null and void as to any casualty which occurs after such notice.
                Lessor’s
                or Lessee’s insurance carrier shall make a charge for the incorporation of
                the aforesaid waiver of subrogation in its policies, then the party
                requesting the waiver shall promptly pay such charge to the other
                party
                upon demand. In the event the party requesting their waiver fails
                to pay
                such charge upon demand, the other party shall be released of its
                obligation to supply such
                waiver.

            


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	 	
              g.

            	
              Should
                Lessee fail to maintain the insurance coverage as act forth in this
                Article 30, then Lessee shall be in default hereunder and shall be
                deemed
                to have breached its covenants as set forth
                herein.

            


    

     

    31.   NO
      OTHER REPRESENTATIONS:

     

    No
      representations or promises shall be binding on the parties hereto except those
      representations and promises contained herein or in some future writing signed
      by the party making such representation(s) or promise(s).

     

    32.   QUIET
      ENJOYMENT:

     

    Lessor
      covenants that if, and so long as, Lessee pays Fixed Basic Rent, and any
      Additional Rent as herein provided, and performs Lessee’s covenants hereof,
      Lessor shall do nothing to affect Lessee’s right to peaceably and quietly have,
      hold and enjoy the Premises for the Term herein mentioned, subject to the
      provisions of this Lease.

     

    33.   INDEMNITY:

     

    Lessee
      shall defend, indemnify and save harmless Lessor and its agents against and
      from, (a) any and all claims (i) arising from (x) the conduct or management
      by
      Lessee, its subtenants, licensees, its or their employees, agents, contractors
      or invitees on the Premises or of any business therein, or (y) any work or
      thing
      whatsoever done, or any condition created (other than by Lessor for Lessor’s or
      Lessee’s account) in or about the Premises during the Term of this Lease, or
      during the period of time, if any, prior to the Commencement Date that Lessee
      may have been given access to the Premises, (z) any default by Lessee under
      the
      terms, covenants and conditions of this Lease or (ii) arising from any negligent
      or otherwise wrongful act or omission of Lessee or any of its subtenants or
      licensees or its or their employees, agents, contractors or invitees, and (b)
      all costs, expenses and liabilities including attorneys fees and disbursements
      incurred in or in connection with each such claim, action or proceeding brought
      thereon. In case any action or proceeding be brought against Lessor by reason
      of
      any such claim, Lessee, upon notice from Lessor, shall resist and defend such
      action or proceeding.

     

    34.   ARTICLE
      HEADINGS:

     

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

     

    35.   APPLICABILITY
      TO HEIRS AND ASSIGNS:

     

    The
      provisions of this Lease shall apply to, bind and inure to the benefit of Lessor
      and Lessee, and their respective heirs, successors, legal representatives and
      assigns. It is understood that the term “Lessor” as used in this Lease means
      only the owner, a mortgagee in possession or a term lessee of the Building,
      so
      that in the event of any sale of the Building or of any lease thereof, or if
      a
      mortgagee shall take possession of the Premises, the Lessor herein shall be
      and
      hereby is entirely freed and relieved of all covenants and obligations of Lessor
      hereunder accruing thereafter, and it shall be deemed without further agreement
      that the purchaser, the term lessee of the Building, or the mortgagee in
      possession has assumed and agreed to carry out any and all covenants and
      obligations of Lessor hereunder.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    36.   OUTSIDE
      PARKING SPACES:

     

    Lessee’s
      occupancy of the Premises shall include the use of the number of outside parking
      spaces as set forth in the Preamble, all of which will be unassigned. Lessor
      shall not be responsible for any damage or theft of any vehicle in the parking
      area and shall not be required to keep parking spaces clear of unauthorized
      vehicles or to otherwise supervise the use of the parking area. Lessee shall,
      upon request, promptly furnish to Lessor the license numbers of the cars
      operated by Lessee and its subtenants, licensees, invitees, concessionaires,
      officers and employees. If any vehicle of the Lessee, or of any subtenant,
      licensee, concessionaire, or of their respective officers, agents or employees,
      is parked in any part of the Common Facilities other than the employee parking
      area(s) designated therefor by Lessor, Lessee shall pay to Lessor such penalty
      as may be fixed by Lessor from time to time. All amounts due under the
      provisions of this Article 36 shall be deemed to be Additional
      Rent.

     

    37.   LESSOR’S
      LIABILITY FOR LOSS OF PROPERTY:

     

    Lessor
      shall not be liable for any loss of property from any cause whatsoever,
      including but not limited to theft or burglary from the Premises, and any such
      loss arising from the negligence of Lessor, its agents, servants or invitees,
      or
      from defects, errors or omissions in the construction or design of the Premises
      and/or the Building, including the structural and non-structural portions
      thereof, and Lessee covenants and agrees to make no claim for any such loss
      at
      any time.

     

    38.   PARTIAL
      INVALIDITY:

     

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

     

    39.  
LESSEE’S
      BROKER:

     

    Lessee
      represents and warrants to Lessor that its broker, as defined in the Preamble
      is
      the sole broker with whom Lessee has negotiated in bringing about this Lease
      and
      Lessee agrees to indemnify and hold Lessor and its mortgagee(s) harmless from
      any and all claims of other brokers and expenses in connection therewith arising
      out of or in connection with the negotiation of or the entering into this Lease
      by Lessor and Lessee. In no event shall Lessor’s mortgagee(s) have any
      obligation to any broker involved in this transaction. In the event that no
      broker was involved as aforesaid, then Lessee represents and warrants to the
      Lessor that no broker brought about this transaction, and Lessee agrees to
      indemnify and hold Lessor harmless from any and all claims of any broker arising
      out of or in connection with the negotiations of, or entering into of, this
      Lease by Lessee and Lessor.

     

    40.   PERSONAL
      LIABILITY:

     

    Notwithstanding
      anything to the contrary provided in this Lease, it is specifically understood
      and agreed, such agreement being a primary consideration for the execution
      of
      this Lease by Lessor, that there shall be absolutely no personal liability
      on
      the part of Lessor, its constituent members (to include but not be limited
      to,
      officers, directors, partners and trustees) their respective successors, assigns
      or any mortgagee in possession (for the purposes of this Article, collectively
      referred to as “Lessor”), with respect to any of the terms, covenants and
      conditions of this Lease, and that Lessee shall look solely to the equity of
      Lessor in the Building for the satisfaction of each and every remedy of Lessee
      in the event of any breach by Lessor of any of the terms, covenants and
      conditions of this Lease to be performed by Lessor, such exculpation of
      liability to be absolute and without any exceptions whatsoever.


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    41.   NO
      OPTION:

     

    The
      submission of this Lease Agreement for examination does not constitute a
      reservation of, or option for, the Premises, and this Lease Agreement becomes
      effective as a Lease Agreement only upon execution and delivery thereof by
      Lessor and Lessee.

     

    42.   DEFINITIONS:

     

    
      	 	
              a.

            	
              Affiliate–
                Affiliate shall mean any corporation related to Lessee as a parent,
                subsidiary or brother-sister corporation so that such corporation
                and such
                party and other corporations constitute a controlled group as determined
                under Section 1563 of the Internal Revenue Code of 1986, as amended
                and as
                elaborated by the Treasury Regulations promulgated thereunder or
                any
                business entity in which Lessee has not less than a fifty percent
                (50%)
                interest.

            


    

     

    
      	 	
              b.

            	
              Common
                Facilities–
                Common Facilities shall mean the non-assigned parking areas; lobby;
                elevator(s); fire stairs; public hallways; public lavatories; all
                other
                general Building facilities that service all Building tenants; air
                conditioning rooms; fan rooms; janitors’ closets; electrical closets;
                telephone closets; elevator shafts and machine rooms; flues; stacks;
                pipe
                shafts and vertical ducts with their enclosing walls. Lessor may
                at any
                time close temporarily any Common Facilities to make repairs or changes
                therein or to effect construction, repairs or changes within the
                Building,
                or to discourage non-tenant parking, and may do such other acts in
                and to
                the Common Facilities as in its judgement may be desirable to improve
                the
                convenience thereof, but shall always in connection therewith, endeavor
                to
                minimize any inconvenience to
                Lessee.

            


    

     

    
      	 	
              c.

            	
              Force
                Majeure–
                Force Majecure shall mean and include those situations beyond Lessor’s
                reasonable control, including by way of example and not by way a
                limitation, acts of God; accidents; repairs; strikes; shortages of
                labor,
                supplies or materials; inclement weather, or, where applicable, the
                passage of time while waiting for an adjustment or insurance proceeds.
                Any
                time limits required to be met by either party hereunder, whether
                specifically made subject to Force Majeure or not, except those related
                to
                the payment of Fixed Basic Rent or Additional Rent, shall, unless
                specifically stated to the contrary elsewhere in this Lease, be
                automatically extended by the number of days by which any performance
                called for is delayed due to Force
                Majeure.

            


    

     

    
      	 	
              d.

            	
              Lessee’s
                Percentage–
                The parties agree that Lessee’s Percentage, as defined in the Preamble,
                reflects and will be continually adjusted to reflect the ratio of
                the
                gross square feet of the area rented to Lessee (including an allocable
                share of all Common Facilities) [the numerator] as compared with
                the total
                number of gross square feet of the entire Building (or additional
                buildings that may be constructed within the Building Area) [the
                denominator] measured outside wall to outside wall, but excluding
                therefrom any storage areas. Lessor shall have the right to make
                change or
                revisions in the Common Facilities of the Building so as to provide
                additional  leasing area. Lessor shall also have the right
                to
                construct additional buildings in Office Building Area for such purposes
                as Lessor may deem appropriate, and subdivide the lands for that
                purpose
                if necessary, and upon so doing, the Office Building Area shall become
                the
                subdivided lot on which the Building in which the Premises is located.
                However, if any service provided for in Article 23(a) or any utility
                provided for in Article 23(b) is separately billed or separately
                metered
                within the Building, then the square footage so billed or metered
                shall be
                subtracted from the denominator and the Lessee’s proportionate share for
                such service and/or utility shall be separately computed, and the
                Base
                Costs for such item shall not include any charges attributable to
                said
                square footage. Lessee understands that as a result of changes in
                the
                layout of the Common Facilities from time to time occurring due to,
                by way
                of example and not by way of limitation, the rearrangement of corridors,
                the aggregate of all Building tenant proportionate shares may be
                equal to,
                less than or greater than one hundred percent
                (100%).

            


    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    43.   LEASE
      COMMENCEMENT:

     

    Notwithstanding
      anything contained herein to the contrary, if Lessor, for any reason whatsoever,
      including Lessor’s negligence except as provided for in Article 27(b), cannot
      deliver possession of the Premises, as provided for in Article 27(a), to Lessee
      at the commencement of the agreed Term as set forth in Article 2, this Lease
      shall not be void or voidable, nor shall Lessor be liable to Lessee for any
      loss
      or damage resulting therefrom, but in that event, the Term shall be for the
      full
      term as specified above to commence from and after the date Lessor shall have
      delivered possession of the Premises to Lessee or from the date Lessor would
      have delivered possession of the Premises to Lessee but for Lessee’s failure to
      timely supply to Lessor such drawings and/or information required by Exhibit
      C
      or for any other reason attributable to Lessee (herein the “Commencement Date”)
      and to expire midnight of the day immediately preceding Term anniversary of
      the
      Commencement Date, and if requested by Lessor, Lessor and Lessee shall, ratify
      and confirm said Commencement and Expiration Dates by completing and signing
      Exhibit G attached hereto and made a part hereof.

     

    44.   NOTICES:

     

    Any
      notice by either party to the other shall be in writing and shall be deemed
      to
      have been duly given only if (i) delivered personally or (ii) sent by registered
      mail or certified mail return receipt requested in a postage paid envelope
      addressed or (iii) sent by nationally recognized overnight delivery service,
      if
      to Lessee, at the above described Building; if to Lessor, at Lessor’s address as
      set forth above; or, to either at such other address as Lessee or Lessor,
      respectively, may designate in writing. Notice shall be deemed to have been
      duly
      given, if delivered personally, on delivery thereof, if mailed, upon the tenth
      (10th) day after the mailing thereof or if sent by overnight delivery service,
      the next business day.

     

    45.   ACCORD
      AND SATISFACTION:

     

    No
      payment by Lessee or receipt by Lessor of a lesser amount than the rent and
      additional charges payable hereunder shall be deemed to be other than a payment
      on account of the earliest stipulated Fixed Basic Rent and Additional Rent,
      nor
      shall any endorsement or statement on any check or any letter accompanying
      any
      check or payment for Fixed Basic Rent or Additional Rent be deemed an accord
      and
      satisfaction, and Lessor may accept such check or payment without prejudice
      to
      Lessor’s right to recover the balance of such Fixed Basic Rent and Additional
      Rent or pursue any other remedy provided herein or by law.

     

    46.   EFFECT
      OF WAIVERS:

     

    No
      failure by Lessor to insist upon the strict performance of any covenant,
      agreement, term or condition of this Lease, or to exercise any right or remedy
      consequent upon a breach thereof, and no acceptance of full or partial rent
      during the continuance of any such breach, shall constitute a waiver of any
      such
      breach or of such covenant, agreement, term or condition. No consent, or waiver,
      express or implied, by Lessor to or of any breach of any covenant, condition
      or
      duty of Lessee shall be construed as a consent or waiver to or of any other
      breach of the same or any other covenant, condition or duty, unless in writing
      signed by Lessor.

     

    47.   LEASE
      CONDITION:

     

    This
      Lease is expressly conditioned upon Lessor receiving the consent and approval
      of
      Lessor’s mortgagee to its term and provisions not later than thirty (30) days
      after its execution by Lessee, and delivery to Lessor. Should said consent
      not
      be received within the aforesaid time period, Lessor may, at Lessor’s sole
      option, cancel this Lease and return the first month’s Fixed Basic Rent and
      Security Deposit to Lessee, which Lessee has deposited with Lessor upon
      execution of this Lease, and thereafter the parties shall have no further
      obligations to each other with respect to this Lease.


    
      
        
        

      

      
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    48.   MORTGAGEE’S
      NOTICE AND OPPORTUNITY TO CURE:

     

    Lessee
      agrees to give any mortgagees and/or trust deed holders, by registered mail,
      a
      copy of any notice of default served upon Lessor, provided that, prior to such
      notice, Lessee has been notified in writing (by way of notice of assignment
      of
      rents and leases or otherwise) of the address of such mortgagees and/or trust
      deed holders. Lessee further agrees that, if Lessor shall have failed to cure
      such default within the time provided for in this Lease, then the mortgagees
      and/or trust deed holders shall have an additional thirty (30) days within
      which
      to cure such default, or if such default cannot be cured within that time,
      then
      such additional time as may be necessary, if within such thirty (30) days,
      any
      mortgagee and/or trust deed holder has commenced and is diligently pursuing
      the
      remedies necessary to cure such default (including but not limited to
      commencement of foreclosure proceedings if necessary to effect such cure),
      in
      which event this Lease shall not be terminated while such remedies are being
      so
      diligently pursued.

     

    49.   LESSOR’S
      RESERVED RIGHT:

     

    Lessor
      and Lessee acknowledge that the Premises are in a Building which is not open
      to
      the general public. Access to the Building is restricted to Lessor, Lessee,
      their agents, employees and contractors and to their invited visitors. In the
      event of a labor dispute including a strike, picketing, informational or
      associational activities directed at Lessee or any other tenant, Lessor reserves
      the right unilaterally to alter Lessee’s ingress and egress to the Building or
      make any change in operating conditions to restrict pedestrian, vehicular or
      delivery ingress and egress to a particular location.

     

    50.   CORPORATE
      AUTHORITY:

     

    If
      Lessee
      is a corporation, Lessee represents and warrants that this Lease has been duly
      authorized and approved by the corporation’s Board of Directors. The undersigned
      officers and representatives of the corporation represent and warrant that
      they
      are officers of the corporation with authority to execute this Lease on behalf
      of the corporation, and within fifteen (15) days of execution hereof, Lessee
      will provide Lessor with a corporate resolution confirming the
      aforesaid.

     

    51.   AFTER-HOURS
      USE:

     

    Lessee
      shall be entitled to make use of said Standard Electric Service and HVAC beyond
      the Building Hours, at Lessee’s sole cost and expense, provided Lessee shall
      notify the Lessor by 3:00 p.m. on the day that Lessee shall require said
      overtime use if said overtime use is required on any weekday, and by 3:00 p.m.
      on Friday for Saturday and/or Sunday overtime use. It is understood and agreed
      that Lessee shall pay the sum of FORTY-FIVE AND 00/100 DOLLARS ($45.00) per
      hour
      per zone for air-conditioning service and THIRTY AND 00/100 DOLLARS ($30.00)
      per
      hour per zone for heating services, plus such additional percentage increase
      of
      the aforesaid hourly sum computed by measuring the percentage increase between
      the rate in effect (including fuel surcharges or adjustments) during the month
      for which such overtime use is requested and the Base Rate. The Base Rate for
      purposes hereof shall be the average of the rates in effect (including
      surcharges and /or adjustments) during Calendar Year 2002.

     

    In
      no
      event shall the Lessee pay less than the sum of FORTY-FIVE AND 00/100 DOLLARS
      ($45.00) per hour per zone for such overtime air-conditioning service or less
      than THIRTY AND 00/100 DOLLARS ($30.00) per hour per zone for such overtime
      heating service.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    52.   LESSEE’S
      EXPANSION/RELOCATION:

     

    The
      Lessor, in its sole discretion, shall have the right from time to time to change
      the location of the Premises to other space (the “Substituted Leased Premises”)
      within the Building, subject to the terms and conditions set forth
      below.

     

    
      	 	
              a.

            	
              The
                Substituted Leased Premises shall contain a minimum floor area of
                approximately the same number of square feet as are contained in
                the
                Premises; and the square footage of any Common Facilities attributable
                to
                the Substituted Leased Premises shall be approximately the same as
                that of
                the Common Facilities attributable to the
                Premises.

            


    

     

    
      	 	
              b.

            	
              If
                the total square footage comprised by the Substituted Leased Premises
                and
                its attributable Common Facilities exceed the total of the Premises
                and
                its attributable Common Facilities, the Lessee shall not be required
                to
                pay any increase in the Fixed Basic Rent and Lessee’s Percentage shall not
                be increased. If, however, such total square footage shall be less,
                Lessee’s Fixed Basic Rent and Lessee’s Percentage shall be decreased
                proportionately.

            


    

     

    
      	 	
              c.

            	
              The
                Lessor shall give the Lessee not less than forty-five (45) days prior
                notice of Lessor’s decision to relocate the Lessee; and the Lessee agrees
                that no later than forty-five (45) days from the date of its receipt
                of
                such notice it shall relocate to the Substituted Leased
                Premises.

            


    

     

    
      	 	
              d.

            	
              The
                Lessor shall bear and pay for the cost and expense of any such relocation,
                provided, however, that the Lessee shall not be entitled to any
                compensation for damages for any interference with or interruption
                of its
                business during or resulting from such relocation. The Lessor shall
                make
                reasonable efforts to minimize such
                interference.

            


    

     

    
      	 	
              e.

            	
              In
                connection with any such relocation, the Lessor shall, at its own
                cost and
                expense, furnish and install in (or, if practicable, relocate to)
                the
                Substituted Leased Premises all walls, partitions, floors, floor
                coverings, ceilings, fixtures, wiring and plumbing, if any, (as
                distinguished from trade fixtures, equipment, furniture, furnishings
                and
                other personal property belonging to Lessee) required for the Lessee’s
                proper use and occupancy thereof, all of which items shall be comparable
                in quality to those situated in the
                Premises.

            


    

     

    
      	 	
              f.

            	
              The
                payments of new monthly minimum rent shall commence on the earlier
                ten
                (10) days after Lessor has completed the physical relocation and
                installation of permanent improvements in the Substituted Leased
                Premises
                or the date that Lessee first opens for business in the Substituted
                Leased
                Premises.

            


    

     

    
      	 	
              g.

            	
              Lessor
                and Lessee shall promptly execute an amendment to this Lease reciting
                the
                relocation of the Premises and any changes in the monthly minimum
                rent
                payable hereunder.

            


    

     

    53.   BUILDING
      PERMIT:

     

    This
      Lease is expressly conditioned upon Lessor obtaining a building permit from
      the
      appropriate government official for Lessee’s Premises. Lessor hereby agrees to
      make application to said government official within five (5) days following
      the
      execution of the construction drawings for the Premises. As used herein,
      construction drawings shall mean the final plans and specifications required
      pursuant to Article 27(b).

     

    EACH
      PARTY AGREES that it will not raise or assert as a defense to any obligation
      under the Lease or this Agreement or make any claim that the Lease or this
      Agreement is invalid or unenforceable due to any failure of this document to
      comply with ministerial requirements including, but not limited to, requirements
      for corporate seals, attestations, witnesses, notarizations, or other similar
      requirements, and each party hereby waives the right to assert any such defense
      or make any claim of invalidity or unenforceability due to any of the
      foregoing.


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
      the
      day and year first above written.

    
      	
               

              LESSOR:

            	
               

              LESSEE:

            
	
               

              PRINCETON
                OVERLOOK REALTY L.L.C.

            	
               

              SCOPUS
                NETWORK TECHNOLOGIES, INC.

            
	
               

              By:    Mack-Cali
                Realty, L.P., member

            	 
	
               

              By:    Mack-Cali
                Realty Corporation, its general partner

            	 
	
               

              By:    /s/
                Michael K.
                Nevins                          
                 

            	
               

              By:    /s/
                Carlo
                Basile                    
                

            
	
                      
                Michael K. Nevins

            	
              Name:     
                Carlo Basile

            
	
                      
                Vice President - Leasing

            	
              Title:       
                President

            


    


    
      
        
        

      

      
        27