EXHIBIT 10.38


OFFICE
LEASE BETWEEN


I
& G GARDEN STATE, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY


(“LANDLORD”)


AND


ALFACELL
CORPORATION, A DELAWARE CORPORATION (“TENANT”)


DATE
OF LEASE: AS OF MARCH 14, 2007


BUILDING:
300 ATRIUM DRIVE, SOMERSET, NEW JERSEY







TABLE OF CONTENTS


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section

  	
   

  	
  Page

  
	
  


  	
   

  	
  


  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  LEASE GRANT

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  USE

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
  BASE RENT

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
  SECURITY DEPOSIT

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.

  	
  SERVICES TO BE FURNISHED BY LANDLORD

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.

  	
  LEASEHOLD IMPROVEMENTS/TENANT’S PROPERTY

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.

  	
  SIGNAGE

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.

  	
  REPAIRS AND ALTERATIONS BY TENANT

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.

  	
  USE OF ELECTRICAL SERVICES BY TENANT

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.

  	
  ENTRY BY LANDLORD

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.

  	
  ASSIGNMENT AND SUBLETTING

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.

  	
  MECHANIC’S LIENS

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.

  	
  INSURANCE; WAIVERS

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.

  	
  INDEMNITY

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  17.

  	
  DAMAGES FROM CERTAIN CAUSES

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.

  	
  CASUALTY DAMAGE

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.

  	
  CONDEMNATION

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.

  	
  HAZARDOUS SUBSTANCES

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  21.

  	
  AMERICANS WITH DISABILITIES ACT

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.

  	
  EVENTS OF DEFAULT

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.

  	
  REMEDIES

  	
   

  	
  24

  









	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.

  	
  NO WAIVER

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.

  	
  PEACEFUL ENJOYMENT

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  26.

  	
  INTENTIONALLY OMITTED (SUBSTITUTION)

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  27.

  	
  HOLDING OVER

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  28.

  	
  SUBORDINATION TO MORTGAGE/EXTOPPEL
  CERTIFICATE

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  29.

  	
  NOTICE

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  30.

  	
  INTENTIONALLY OMITTED

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  31.

  	
  SURRENDER OF PREMISES

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  32.

  	
  RIGHTS RESERVED TO LANDLORD

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  33.

  	
  MISCELLANEOUS

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  34.

  	
  ENTIRE AGREEMENT

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  35.

  	
  LIMITATION OF LIABILITY

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  36.

  	
  LETTER OF CREDIT

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  37.

  	
  RENEWAL OPTION

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  38.

  	
  RIGHT OF FIRST OFFER

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  39.

  	
  SATELLITE DISH

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Outline and Location of Premises

  	
   

  	
  A-1

  
	
  Exhibit B

  	
  Rules and Regulations

  	
   

  	
  B-1

  
	
  Exhibit C

  	
  Payment of Basic Costs

  	
   

  	
  C-1

  
	
  Exhibit D

  	
  Work Letter Agreement

  	
   

  	
  D-1

  
	
  Exhibit E

  	
  Commencement Letter

  	
   

  	
  E-1

  
	
  Exhibit F

  	
  Form of Subordination, Non-Disturbance and
  Attornment Agreement

  	
   

  	
  F-1

  
	
 Exhibit G

  	
  Form of Letter of Credit

  	
   

  	
  G-1

  
	
  Exhibit H

  	
  Outline and Location of Offer Space

  	
   

  	
  H-1

  
	
          Exhibit I

  	
  Installation Standards

  	
   

  	
  I-1

  
	
          Exhibit J

  	
  Laboratory Specifications

  	
   

  	
  J-1

  









OFFICE LEASE AGREEMENT


          Office
Lease Agreement (the “Lease”) is dated solely for reference purposes as of this
14`” day of March, 2007, between I & G Garden State, L.L.C., a Delaware
limited liability company (“Landlord”) and ALFACELL CORPORATION, a Delaware
corporation (“Tenant’).


WITNESSETH:


	
 

	
 

	
 


	
 

	
1.

	
Definitions





          The
following are definitions of some of the defined terms used in this Lease. The
definition of other defined terms are found throughout this Lease.


	
 

	
 


	
 

	
          A.       “Building”
shall mean the office building
  at 300 Atrium Drive, Somerset, New Jersey.


	
 

	
 


	
 

	
          B.       “Base
Rent”: Base Rent will be paid
  according to the following schedule, subject to the provisions of Section 5
  hereof.








	
 

	
 

	
 

	
 

	
 


	
PERIOD

	
 

	
ANNUAL BASE RENT

	
 

	
MONTHLY INSTALLMENTS

  OF BASE RENT


	


	


	


	


	



	
First day of
  the first Lease Year

	
 

	
 

	
 

	
 


	
Through the
  last day of the first Lease Year

	
 

	
$137,280.00

	
 

	
$11,440.00

  ($11.44 x 12,000 rsf ÷ 12)


	
 


	
First day of
  the second Lease Year through the day immediately preceding the Full Rent
  Commencement Date (as defined in Section 1.BB below)

	
 

	
$235,200.00

	
 

	
$19,600.00

  ($19.60 x 12,000 rsf ÷ 12)


	
The Full
  Rent Commencement Date through the last day of the third Lease Year

	
 

	
$302,036.04

	
 

	
$25,169.67

  ($19.60 x 15,410 rsf ÷ 12)


	
First day of
  the fourth Lease Year through the last day of the sixth Lease Year

	
 

	
$317,445.96

	
 

	
$26,453.83

  ($20.60 x 15,410 rsf ÷ 12)


	
First day of
  the seventh Lease Year through the last day of the eighth Lease Year

	
 

	
$332,856.00

	
 

	
$27,738.00

  ($21.60 x 15,410 rsf ÷ 12)


	
First day of
  the ninth Lease Year through the last day of the Lease Term

	
 

	
$335,971.00

	
 

	
$29,664.25

  ($23.10 x 15,410 rsf ÷ 12)


	
 

	
 

	
 

	
 

	
 








	
 

	
 


	
 

	
          For
  purposes hereof, the term “Lease Year” means a period of 12 consecutive
  months beginning on the Commencement Date or an anniversary thereof and
  ending on (and including) the day immediately preceding the following
  anniversary thereof during the Lease Term, except that (a) if the
  Commencement Date is not the first day of a calendar month, then the first
  Lease Year will begin on the Commencement Date and end on (and include) the
  following anniversary of the last day of the calendar month in which the
  Commencement Date occurs, and each subsequent Lease Year will mean a period
  of 12 consecutive months beginning on an anniversary of the first day of the
  calendar month immediately following the calendar month in which the
  Commencement Date occurs and ending on (and including) the day immediately
  preceding the following anniversary thereof during the Lease Term, and (b)
  the last Lease Year will end on the last day of the Lease Term. The first
  Lease Year and the 











	
 

	
 


	
 

	
last Lease
  Year may have more or less than 12 calendar months. The Base Rent due for the
  first month during the Lease Term (hereinafter defined) for which Base Rent
  is due shall be paid by Tenant to Landlord contemporaneously with Tenant’s
  execution hereof.


	
 

	
 


	
 

	
          C.          “Additional
Rent” shall mean Tenant’s Pro
  Rata Share of Basic Costs (hereinafter defined), the Electricity Charge (as
  defined in Section 11) and any other sums (exclusive of Base Rent) that are
  required to be paid to Landlord by Tenant hereunder, which sums are deemed to
  be Additional Rent under this Lease. Additional Rent and Base Rent are
  sometimes collectively referred to herein as “Rent.”


	
 

	
 


	
 

	

          D.          “Basic
Costs” shall mean all direct and
indirect costs and expenses incurred in connection with the Building as more
fully defined in Exhibit C attached hereto. 


	
 

	
 


	
 

	

          E.          Intentionally
Omitted. 


	
 

	
 


	
 

	

          F.          “Electricity
Charge” shall have the
meaning set forth in Section 11. 


	
 

	
 


	
 

	

          G.          “Security
Deposit” shall mean the sum of
$350,000, subject to Section 36. The Security Deposit shall be paid by Tenant
to Landlord contemporaneously with Tenant’s execution hereof. 


	
 

	
 


	
 

	

          H.          “Commencement
Date” “Lease Term” and
“Termination Date” shall have the following meanings, subject to adjustment
pursuant to Section 3: The “Lease Term” shall mean the period commencing on
the date on which Landlord delivers to Tenant possession of the Premises with
Landlord’s Work (as defined in Exhibit D) substantially completed, as such
date is determined pursuant to Section 3.A hereof (the “Commencement Date”),
which date of substantial completion is targeted to be approximately July 1,
2007 (the “Target Commencement Date”), except as otherwise set forth in
Exhibit D. The “Termination Date” shall, unless sooner terminated as provided
herein, mean the 150th day after the tenth anniversary of the
Commencement Date, except that if the Termination Date, as so determined,
would not occur on the last day of a calendar month, the Termination Date is
hereby extended to the last day of such calendar month. The Commencement Date
shall be set forth in a Commencement Letter prepared by Landlord and executed
by Tenant in accordance with the provisions of Section 3.A hereof.  


	
 

	
 


	
 

	

          I.          “Premises”
shall mean the office space
located within the Building and outlined on Exhibit A to this Lease. 


	
 

	
 


	
 

	

          J.          “Approximate
Rentable Area in the Premises”
means 15,410 rentable square feet. The Premises are stipulated for all
purposes to contain the number of rentable square feet as set forth in the
preceding sentence. Unless otherwise expressly provided herein, any statement
of square footage (in respect of the Premises or the Building) set forth in
this Lease, or that may have been used in calculating rental, is an
approximation which Landlord and Tenant agree is reasonable and the rental
based thereon is not subject to revision whether or not the actual square
footage is more or less. 


	
 

	
 


	
 

	

          K.          The
“Approximate Rentable Area in the Building”
is 152,193 square feet. 


	
 

	
 


	
 

	

          L.          “Tenant’s
Pro Rata Share” shall mean
10.1253%, which is the quotient (expressed as a percentage), derived by
dividing the Approximate Rentable Area in the Premises by the Approximate
Rentable Area in the Building. 


	
 

	
 


	
 

	

          M.          “Permitted
Use” shall mean general office
use, and no other use or purpose. Notwithstanding the foregoing, a portion of
the Premises (not to exceed 2,000 rentable square feet) may be used as a
laboratory (the ‘Laboratory Area”) for limited biotech research,  











	
 

	
 


	
 

	
pursuant to
  the Laboratory Specifications as approved by Landlord and attached hereto as
  Exhibit J. Landlord, at Tenant’s cost, will reasonably cooperate with Tenant
  in obtaining any required permits for Tenant’s Permitted Use of the Premises.


	
 

	
 


	
 

	

          N.          “Base
Year” shall mean calendar year
2007. 


	
 

	
 


	
 

	

          O.          Intentionally
Omitted. 


	
 

	
 


	
 

	

          P.          “Broker”
shall mean Jones Lang LaSalle
Americas, Inc. and Real Estate Strategies Corporation. 


	
 

	
 


	
 

	
          Q.          “Building
  Manager” shall mean Jones Lang LaSalle Americas, Inc. or such
  other company as Landlord shall designate from time to time.


	
 

	
 


	
 

	
          R.          “Building
  Standard” shall mean the type, brand, quality and/or quantity of
  materials Landlord reasonably designates from time-to-time to be the minimum
  quality and/or quantity to be used in the Building or the exclusive type,
  grade, quality and/or quantity of material to be used in the Building.


	
 

	
 


	
 

	

          S.          “Business
Day(s)” shall mean Mondays through Fridays exclusive of the normal
business holidays of New Year’s Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day (“Holidays”). Landlord, from time to
time during the Lease Term, shall have the right to designate additional
Holidays, provided such additional Holidays are commonly recognized by other
office buildings in the area where the Building is located. 


	
 

	
 


	
 

	
          T.          “Common
  Areas” shall mean those areas located within the Building or on
  the Property used for corridors, elevator foyers, mail rooms, restrooms,
  mechanical rooms, elevator mechanical rooms, property management office,
  janitorial closets, electrical and telephone closets, vending areas, and
  lobby areas (whether at ground level or otherwise), entrances, exits,
  sidewalks, skywalks, tunnels, driveways, parking areas and parking garages
  and landscaped areas and other similar facilities provided for the common use
  or benefit of tenants generally and/or the public.


	
 

	
 


	
 

	
          U.          “Default
  Rate” shall mean the lower of (i) the Prime Rate plus six percent
  (6%) or (it) the Maximum Rate.


	
 

	
 


	
 

	
          V.          “Maximum
  Rate” shall mean the highest rate of interest from time-to-time
  permitted under applicable federal and state law.


	
 

	
 


	
 

	
          W.          “Normal
  Building Hours” for the Building shall mean 8:00 a.m. to 6:00 p.m.
  Mondays through Fridays, and 8:00 a.m. to 1:00 p.m. on Saturdays, exclusive
  of Holidays.


	
 

	
 


	
 

	
          X.          “Prime
  Rate” shall mean the per annum interest rate announced by and
  quoted in the Wall Street Journal from time-to-time as the prime or base
  rate.


	
 

	
 


	
 

	
          Y.          “Property”
  shall mean the Building and the parcel(s) of land on which it is located and
  other improvements located on such land.


	
 

	
 


	
 

	
          Z.          “Service
  Areas” shall mean those areas within the Building used for stairs,
  elevator shafts, flues, vents, stacks, pipe shafts and other vertical
  penetrations (but shall not include any such areas for the exclusive use of a
  particular tenant).


	
 

	
 


	
 

	
          AA.          “Notice
  Addresses” shall mean the following addresses for Tenant and
  Landlord, respectively:











	
 

	
 


	
Tenant:

	
Alfacell
  Corporation

  300 Atrium Drive

  Somerset, NJ 08873

  Attn: Lawrence A. Kenyon

  Executive Vice President

  Chief Financial Officer


	
 

	
 


	
with a copy
  to:

	
Saiber
  Schlesinger Satz & Goldstein, LLC

  One Gateway Center

  Newark, NJ 07102

  Attn: Nino A. Coviello


	
 

	
 


	
with a copy
  to:

	
Real Estate
  Strategies Corporation

  1700 Galloping Hill Road

  Kenilworth, NJ 07033

  Attn: Andrew B. Zezas, SIOR

           President and CEO


	
 

	
 


	
Landlord: 

	
Jones Lang
  LaSalle Americas, Inc.
 500 Atrium Drive
 Somerset, NJ 08873
 Attn: Property Manager


	
 

	
 


	
with a copy
  to:

	
I&G
  Garden State, L.L.C.

  c/o LaSalle Investment Management, Inc.

  Attention: Asset Manager

  200 E. Randolph

  Chicago, IL 60601

  Attn: Owner’s Representative





Payments of
Rent only shall be I&G Garden State, L.L.C.

Made payable to the order of: at the following address:


	
 

	
 


	
 

	
Jones Lang
  LaSalle America, Inc.

  c/o LaSalle Bank N.A.

  9464 Paysphere Circle

  Chicago, IL 60674-9464





or such other
name and address as Landlord or Tenant shall, from time to time, designate.


	
 

	
 


	
 

	
            BB.          Full
  Rent Commencement Date” means the 540th day after the
  Commencement Date, unless the Commencement Date is the 1st day of
  a calendar month, in which event the “Full Rent Commencement Date’ means the
  1” day of the 19” calendar month of the initial Lease Term.


	
 

	
 


	
 

	
2.         Lease Grant





          Subject
to and upon the terms herein set forth, Landlord leases to Tenant and Tenant
leases from Landlord the Premises on an “as is” basis (except as otherwise
expressly set forth herein) together with the right, in common with others, to
use the Common Areas.


	
 

	
 


	
 

	
3.         Adjustment
  of Commencement Date/Possession


	
 

	
 


	
 

	

            A.          Except
as otherwise set forth in Paragraph 1 of Exhibit D, the Lease Term shall not
commence until the later to occur of the Target Commencement Date and the
date 











	
 

	
 


	
 

	
 


	
 

	
that
Landlord has substantially completed the work to be performed by Landlord as
set forth in the Work Letter Agreement attached hereto as Exhibit D
(“Landlord’s Work”); provided, however, that if Landlord shall be delayed in
substantially completing the Landlord Work as a result of the occurrence of
any of the following (a “Delay”):  








	
 

	
 


	
 

	
          (1)          Tenant’s
  failure to furnish information in accordance with the Work Letter Agreement
  or to respond to any request by Landlord for any approval of information
  within any time period prescribed, or if no time period is prescribed, then
  within two (2) Business Days of such request; or


	
 

	
 


	
 

	
          (2)          Tenant’s
  failure to approve or disapprove (with stated reasons) the Proposed
  Architectural Plans (as defined in the Work Letter Agreement) within the
  required time, or Tenant’s proposing changes to the Architectural Plans (as
  defined in the Work Letter Agreement) that are inconsistent with or beyond
  the scope of work called for by the Space Plan (as defined in the Work Letter
  Agreement) or information theretofore furnished by Tenant to Landlord or the
  Architect (as defined in the Work Letter Agreement);


	
 

	
 


	
 

	
          (3)          Tenant’s
  insistence on materials, finishes or installations that have long lead times
  after having first been informed in writing by Landlord that such materials,
  finishes or installations will cause a Delay and given an opportunity to make
  a substitution therefor; or


	
 

	
 


	
 

	
          (4)          Changes
  in any plans and specifications requested by Tenant; or


	
 

	
 


	
 

	
          (5)          Tenant’s
  disapproval of cost estimates for Landlord’s Work; or


	
 

	
 


	
 

	
          (6)          Tenant’s
  failure to respond within any of the time periods specified in the Work
  Letter Agreement, or Tenant’s failure to deposit (or delay in depositing) any
  sum Tenant is obligated to deposit with Landlord pursuant to the Work Letter
  Agreement within any of the time periods specified in the Work Letter
  Agreement; or


	
 

	
 


	
 

	
          (7)          The
  performance or nonperformance by a person or entity employed by on or behalf
  of Tenant in the completion of any work in the Premises (all such work and
  such persons or entities being subject to prior approval of Landlord); or


	
 

	
 


	
 

	
          (8)          Any
  request by Tenant that Landlord delay the completion of any of the Landlord’s
  Work: or


	
 

	
 


	
 

	
          (9)          Any
  breach or default by Tenant in the performance of Tenant’s obligations under
  this Lease; or


	
 

	
 


	
 

	
          (10)          Any
  delay resulting from Tenant’s having taken possession of the Premises for any
  reason prior to substantial completion of the Landlord’s Work; or


	
 

	
 


	
 

	
          (11)          Any
  other delay chargeable to Tenant, its agents, employees or independent
  contractors;





then, for
purposes of determining the Commencement Date, the date of substantial
completion shall be deemed to be the day that said Landlord’s Work would have
been substantially completed absent any such Delay(s). “Substantial completion”
of Landlord’s Work will be determined pursuant to the Work Letter Agreement. The
adjustment of the Commencement Date and, accordingly, the postponement of
Tenants obligation to pay Base Rent and other sums due hereunder shall be
Tenant’s sole remedy and shall constitute full settlement of all claims that
Tenant might otherwise have against Landlord by reason of the Premises not
being ready for occupancy by Tenant on the








Target
Commencement Date. Promptly after the determination of the Commencement Date,
Landlord and Tenant shall enter into a letter agreement (the “Commencement
Letter”) on the form attached hereto as Exhibit E setting forth the
Commencement Date, the Termination Date and any other dates that are affected
by the adjustment of the Commencement Date. If this Lease requires Landlord to
perform Landlord’s Work in the Premises, the Commencement Letter shall identify
any minor incomplete items of the Landlord’s Work as reasonably determined by
Tenant, Tenant’s architect and Landlord’s architect (the “Punchlist Items”),
and Landlord will cause such Punchlist Items to be completed within 30 days
after their determination. Tenant, within five (5) days after receipt thereof
from Landlord, shall execute the Commencement Letter and return the same to
Landlord. Notwithstanding anything herein to the contrary, Landlord may elect,
by written notice to Tenant, not to adjust the Commencement Date as provided
above if such adjustment would cause Landlord to be in violation of the
existing rights granted to any other tenant of the Building. If Landlord elects
not to adjust the Commencement Date, the Commencement Date shall be the Target
Commencement Date, provided that Base Rent and Additional Rent shall not
commence until the date that Landlord’s Work has been substantially completed
(or would have been substantially completed absent any Delays).  


	
 

	
 


	
 

	
          B.          By
  taking possession of the Premises, Tenant is deemed to have accepted the
  Premises and agreed that the Premises is in good order and satisfactory
  condition, subject to Landlord’s obligation to remedy Punchlist Items as set
  forth above, with no representation or warranty by Landlord as to the
  condition of the Premises or the Building or suitability thereof for Tenant’s
  use.


	
 

	
 


	
 

	
          Notwithstanding
  anything to the contrary contained in this Lease, Landlord shall not be
  obligated to tender possession of any portion of the Premises or other space
  leased by Tenant from time to time hereunder that, on the date possession is
  to be delivered, is occupied by a tenant or other occupant or that is subject
  to the rights of any other tenant or occupant, nor shall Landlord have any
  other obligations to Tenant under this Lease with respect to such space until
  the date Landlord: (1) recaptures such space from such existing tenant or
  occupant; and (2) regains the legal right to possession thereof. This Lease
  shall not be void or voidable nor otherwise affected by any such failure to
  deliver possession and Tenant shall have no claim for damages against
  Landlord as a result thereof, all of which are hereby waived and released by
  Tenant. If Landlord is prevented from delivering possession of the Premises
  to Tenant due to the holding over in possession of the Premises by a tenant
  or other occupant thereof, Landlord shall use reasonable efforts to regain
  possession of the Premises in order to deliver the same to Tenant. As of the
  date hereof, the Premises are unoccupied and not subject to any lease. As
  long as Tenant is not in default hereunder, Landlord will not enter into any
  other lease for the Premises on or before the Commencement Date.


	
 

	
 


	
 

	
          C.          If
  Tenant takes possession of the Premises prior to the Commencement Date, such
  possession shall be subject to all the terms and conditions of the Lease and
  Tenant shall pay Base Rent and Additional Rent to Landlord for each day of
  occupancy prior to the Commencement Date. Notwithstanding the foregoing, if
  Tenant, with Landlord’s prior approval, which approval shall not be
  unreasonable withheld, conditioned or delayed, takes possession of the
  Premises prior to the Commencement Date for the sole purpose of performing
  any Landlord­ approved improvements therein or installing furniture,
  equipment or other personal property of Tenant, such possession shall be
  subject to all of the terms and conditions of this Lease, except that Tenant
  shall not be required to pay Rent with respect to the period of time prior to
  the Commencement Date during which Tenant performs such work. Tenant shall,
  however, be liable for the cost of any services (e.g. electricity, HVAC,
  freight elevators) that are provided to Tenant or the Premises during the
  period of Tenant’s possession prior to the Commencement Date. Nothing herein
  shall be construed as granting Tenant the right to take possession of the
  Premises prior to the Commencement Date, whether for construction, fixturing
  or any other purpose, without the prior consent of Landlord.












	
 

	
 

	
 


	
 

	
4.

	
Use


	
 

	
 

	
 


	
          The
Premises shall be used for the Permitted Use and for no other purpose. Tenant
agrees to (a) apply to the New Jersey Department of Environmental Protection
for a letter of non-applicablity of the Premises to the requirements of the
New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq, and (b)
deliver to Landlord, within 5 business days of receipt thereof, a copy of any
such letter received by Tenant. and to use commercially reasonable efforts to
pursue the issuance of such letter. Tenant agrees not to use or permit the
use of the Premises for any purpose which is illegal, dangerous to life, limb
or property or which, in Landlord’s sole judgement, reasonably exercised,
creates a nuisance or which would increase the cost of insurance coverage
with respect to the Building. Tenant will conduct its business and control
its agents, servants, employees, customers, licensees, and invitees in such a
manner as not to interfere with, annoy or disturb other tenants or Landlord in
the management of the Building and the Property. Tenant will maintain the
Premises in a clean and healthful condition, and comply with all applicable
laws with reference to the use, condition, configuration or occupancy of the
Premises to the extent the requirement of such compliance arises out of
Tenant’s particular use or occupancy of the Premises. Landlord will be
responsible for any repairs, additions, alterations or changes to the
Premises and the Building that are necessitated to comply with all laws,
ordinances, orders, rules and regulations of any governmental entity that
affect office buildings generally or the Building specifically and are not
required solely because of the particular use (as opposed to mere office use)
of the Premises by Tenant, subject to the right of Landlord to include the
costs thereof in Basic Costs to the extent permitted pursuant to Exhibit C.
Tenant, within ten (10) days after the receipt thereof, shall provide
Landlord with copies of any notices it receives with respect to a violation
or alleged violation of any such laws, ordinances, orders, rules and
regulations. Tenant, at its expense, will comply with the rules and
regulations of the Building attached hereto as Exhibit B and such other rules
and regulations adopted and altered by Landlord from time-to-time and will
cause all of its agents, employees to do so, and will use commercially
reasonable efforts to cause, its invitees and visitors to do so. All such
changes to rules and regulations will be reasonable, will not materially
interfere with Tenant’s use of the Premises, and shall be furnished by
Landlord to Tenant in writing within a reasonable time before becoming
effective. Landlord will not discriminate against Tenant in enforcing the
Building Rules and Regulations.  


	
 


	
 

	
5.

	
Base Rent


	
 

	
 

	
 


	
 

	

          A.          Tenant
covenants and agrees to pay to Landlord during the Lease Term, without any
defense, counterclaim, setoff or deduction except as otherwise expressly
provided herein, the full amount of all Base Rent and Additional Rent due
hereunder and the full amount of all such other sums of money as shall become
due under this Lease (including, without limitation, any reasonable charges
for replacement of electric lamps and ballasts and any other services, goods
or materials furnished by Landlord at Tenant’s request), all of which
hereinafter may be collectively called “Rent.” In addition Tenant shall pay
and be liable for, as Additional Rent, all rent, sales and use taxes or other
similar taxes, if any, levied or imposed by any city, state, county or other
governmental body having authority, such payments to be in addition to all
other payments required to be paid to Landlord by Tenant under the terms and
conditions of this Lease. Any such payments shall be paid concurrently with
the payments of the Rent on which the tax is based. The Base Rent and
Additional Rent for each calendar year or portion thereof during the Lease
Term, shall be due and payable in advance in monthly installments of the
first day of each calendar month during the Lease Term and any extensions or
renewals hereof, and Tenant hereby agrees to pay such Base Rent and
Additional Rent to Landlord without demand. If the Lease Term
commences on a day other than the first day of a month or terminates on a day
other than the last day of a month, then the installments of Base Rent and
Additional Rent for such month or months shall be prorated, based on the
number of days in such month. No payment by Tenant or receipt or acceptance
by Landlord of a lesser amount than the correct installment of Rent due under
this Lease shall be deemed to be other than a payment on account of the
earliest Rent due hereunder, nor shall any endorsement or statement on any
check or any letter  











	
 

	
 

	
 

	
 


	
 

	
accompanying
  any check or payment be deemed an accord and satisfaction, and Landlord may
  accept such check or payment without prejudice to Landlord’s right to recover
  the balance or pursue any other available remedy. The acceptance by Landlord
  of an installment of Rent on a date after the due date of such payment shall
  not be construed to be a waiver of Landlord’s right to declare a default for
  any other late payment. All amounts received by Landlord from Tenant
  hereunder shall be applied first to the earliest accrued and unpaid Rent then
  outstanding. Tenant’s covenant to pay Rent shall be independent of every
  other covenant set forth in this Lease.


	
 

	
 


	
 

	

          B.          To
the extent allowed by law, all installments of Rent not paid when due shall
bear interest at the Default Rate from the date due until paid. In addition, if Tenant
fails to pay any installment of Base Rent and Additional Rent or any other
item of Rent when due and payable hereunder, a “Late Charge” equal to five
percent (5%) of such unpaid amount will be due and payable immediately by
Tenant to Landlord. 


	
 

	
 

	
 


	
 

	

          C.          The
Additional Rent payable hereunder shall be adjusted from time-to-time in
accordance with the provisions of Section 11 and Exhibit C attached hereto
and incorporated herein for all purposes. 


	
 

	
 

	
 


	
 

	
6.

	
Security Deposit


	
 

	
 

	
 


	
          The
  Security Deposit shall be held by Landlord without liability for interest and
  as security for the performance by Tenant of Tenant’s covenants and
  obligations under this Lease including but not limited to those set forth in
  Section 10 hereof, it being expressly understood that the Security Deposit
  shall not be considered an advance payment of Rent or a measure of Tenant’s
  liability for damages in case of default by Tenant. Landlord shall have no
  fiduciary responsibilities or trust obligations whatsoever with regard to the
  Security Deposit and shall not assume the duties of a trustee for the
  Security Deposit. Landlord may from time-to-time, without prejudice to any
  other remedy and without waiving such default, use the Security Deposit to
  the extent reasonably necessary to cure or attempt to cure, in whole or in
  part, any default of Tenant hereunder. Following any such application of the
  Security Deposit, Tenant shall pay to Landlord on promptly upon notice from
  Landlord (but in not event later than 10 days after such notice) the amount
  so applied in order to restore the Security Deposit to its original amount,
  or in the case of a Letter of Credit, Tenant shall comply with the provisions
  of Section 36(c). If Tenant is not in default at the termination of this
  Lease, the balance of the Security Deposit remaining after any such
  application shall be returned by Landlord to Tenant within 60 days
  thereafter. If Landlord transfers its interest in the Premises during the
  term of this Lease, Landlord may assign the Security Deposit to the
  transferee and thereafter shall have no further liability for the return of
  such Security Deposit. Landlord will provide to Tenant, in writing, the name
  and contact information of any such transferee Tenant agrees to look solely
  to such transferee or assignee or successor thereof for the return of the
  Security Deposit. Landlord and its successors and assigns shall not be bound
  by any actual or attempted assignment or encumbrance of the Security Deposit
  by Tenant. Landlord shall not be required to keep the Security Deposit
  separate from its other accounts. The amount of the Security Deposit may be
  reduced in accordance with and subject to the terms and conditions of Section
  36.


	
 


	
 

	
7.

	
Services to be Furnished by Landlord


	
 

	
 

	
 


	
 

	
 

	
A.     Landlord
  agrees to furnish Tenant the following services:


	
 

	
 

	
 


	
 

	
 

	
         (1)          Water
  for use in the lavatories on the floor(s) on which the Premises is located.
  If Tenant desires water in the Premises for any approved reason, including a
  private lavatory or kitchen, cold water shall be supplied, at Tenant’s sole
  cost and expense, from the Building water main through a line and fixtures
  installed at Tenant’s sole cost and expense with the prior consent of Landlord,
  which consent shall not be unreasonably withheld, conditioned or delayed. If
  Tenant desires hot 











	
 

	
 

	
 

	
 


	
 

	
 

	
water in the
  Premises, Tenant, at its sole cost and expense and subject to the prior
  reasonable consent of Landlord, may install a hot water heater in the
  Premises. Tenant shall be solely responsible for the maintenance and repair
  of any such water heater.


	
 

	
 

	
 


	
 

	
 

	
          (2)          Central
  heat and air conditioning in season during Normal Building Hours, at such
  temperatures and in such amounts as are considered by Landlord, in its
  reasonable judgment, to be standard for buildings of similar class, size, age
  and location, or as required by governmental authority. In the event that
  Tenant requires central heat, ventilation or air conditioning service at
  times other than Normal Building Hours, such additional service shall be
  furnished only upon the written request of Tenant delivered to Landlord prior
  to 12:00 p.m. at least one Business Day in advance of the date for which such
  usage is requested. Tenant shall bear the entire cost of additional service
  as such costs are reasonably determined by Landlord from time-to-time, as
  Additional Rent, payable on the same day as the next monthly installment of
  Base Rent is due, following presentation of a statement therefor by Landlord.
  All additional heating, ventilating and air conditioning required (if any) to
  accommodate Tenant’s design shall be installed at the Tenant’s expense
  subject to Landlord’s prior written approval, which approval shall not be unreasonably
  withheld, delayed or conditioned. The cost of operation and maintenance of
  the equipment shall be the responsibility of the Tenant and paid to Landlord
  as Additional Rent.


	
 

	
 

	
 


	
 

	
 

	
          (3)          Maintenance
  and repair of all Common Areas in the manner and to the extent reasonably
  deemed by Landlord to be standard for buildings of similar class, age and
  location.


	
 

	
 

	
 


	
 

	
 

	
          (4)          Janitorial
  and cleaning service in and about the Premises on Business Days; provided,
  however, if Tenant’s floor covering or other improvements require special
  treatment, Tenant shall pay the reasonable additional cleaning cost
  attributable thereto as Additional Rent, payable on the same day as the next
  monthly installment of Base Rent is due, following presentation of a
  statement therefor by Landlord. Tenant shall not provide or use any other
  janitorial or cleaning services without Landlord’s consent, and then only
  subject to the supervision of Landlord and at Tenant’s sole cost and
  responsibility and by a janitor, cleaning contractor or employees at all
  times satisfactory to Landlord.


	
 

	
 

	
 


	
 

	
 

	
          (5)          Electricity
  to the Premises for general office use, in accordance with and subject to the
  terms and conditions of Section 11 of this Lease.


	
 

	
 

	
 


	
 

	
 

	
          (6)          Fluorescent
  bulb replacement in the Premises necessary to maintain building standard the
  lighting as reasonably established by Landlord and fluorescent and
  incandescent bulb and ballast replacement in the Common Areas and Service
  Areas.


	
 

	
 

	
 


	
 

	
 

	
          (7)          Passenger
  elevator service in common with Landlord and other persons during Normal
  Building Hours and freight elevator service in common with the Landlord and
  other persons during Normal Building Hours. Such normal elevator service,
  passenger or freight, if furnished at other times, shall be optional with
  Landlord and shall never be deemed a continuing obligation. Landlord,
  however, shall provide limited passenger elevator service daily at all times
  when normal passenger elevator service is not provided.


	
 

	
 

	
 


	
 

	
 

	
          (8)          Access
  control to the Building during other than Normal Building Hours shall be
  provided in such form as Landlord reasonably deems appropriate. Tenant shall
  cooperate fully in Landlord’s reasonable efforts to maintain access 











	
 

	
 

	
 


	
 

	
 

	
control to
  the Building and shall follow all reasonable regulations promulgated by
  Landlord with respect thereto. Notwithstanding anything herein to the
  contrary Tenant expressly acknowledges and agrees that Landlord is not
  warranting the efficacy of any access personnel, service, procedures or
  equipment and that Tenant is not relying and shall not hereafter rely on any
  such personnel service, procedures or equipment. Landlord shall not be
  responsible or liable in any manner for failure of any access personnel,
  services, procedures or equipment to prevent, control, or apprehend anyone
  suspected of causing personal injury or damage in, on or around the Property.


	
 

	
 

	
 


	
 

	
          B.          If
  Tenant requests any other utilities or building services in addition to those
  identified above, or any of the above utilities or building services in
  frequency, scope, quality or quantities substantially greater than the
  standards set by Landlord for the Building, then Landlord shall use
  reasonable efforts to attempt to furnish Tenant with such additional
  utilities or building services. Landlord may impose a reasonable charge for
  such additional utilities or building services, which shall be paid monthly
  by Tenant as Additional Rent on the same day that the monthly installment of
  Base Rent is due.


	
 

	
 


	
 

	
          C.          If
  any utility or other service described in this Section 7 is interrupted,
  Tenant will promptly notify Landlord in writing. Except as otherwise
  expressly provided herein, the failure by Landlord to any extent to furnish,
  or the interruption or termination of these defined services in whole or in
  part shall not render Landlord liable in any respect nor be construed as a
  constructive eviction of Tenant, nor give rise to an abatement of Rent, nor
  relieve Tenant from the obligation to fulfill any covenant or agreement
  hereof; provided, however, that if (a) any utility or other service described
  in this Section 7 is discontinued or interrupted and (b) such discontinuance
  or interruption is within Landlord’s reasonable control, and (c) such
  discontinuance or interruption continues for at least 10 consecutive business
  days and renders all or a material portion of the Premises untenantable or
  inaccessible for such period such that Tenant cannot and does not operate its
  business from the Premises or such portion for such period, then as Tenant’s
  sole and exclusive remedy for such discontinuance or interruption, Landlord
  will equitably abate Tenant’s obligation to pay Base Rent and Tenant’s
  Prorate Share of Basic Costs beginning on the 11th business day
  after the later of (1) the first day of such interruption and (it) the date
  of Landlord’s receipt of Tenant’s notice thereof, and ending on the date on
  which such service is substantially restored. Should any of the equipment or
  machinery used in the provision of such services for any cause cease to
  function properly, Landlord shall use reasonable diligence to promptly repair
  such equipment or machinery.


	
 

	
 


	
 

	
8.      Leasehold
Improvements/Tenant’s Property


	
 

	
 


	
          All
  fixtures, equipment, improvements and appurtenances attached to, or built
  into, the Premises at the commencement of or during the Lease Term, whether
  or not by, or at the expense of, Tenant (“Leasehold
  Improvements”), shall be and remain a part of the Premises; shall
  be the property of Landlord: and shall not be removed by Tenant except as
  expressly provided herein. All unattached and moveable partitions, trade
  fixtures. moveable equipment or furniture located in the Premises and
  acquired by or for the account of Tenant, without expense to Landlord, which
  can be removed without structural damage to the Building or Premises, and all
  personalty brought into the Premises by Tenant (“Tenant’s Property”) shall be owned and insured by Tenant.
  Landlord may, nonetheless, at any time prior to, or within 1 month after, the
  expiration or earlier termination of this Lease or Tenant’s right to
  possession, require Tenant to remove any Leasehold Improvements performed by or
  for the benefit of Tenant and all electronic, phone and data cabling as are
  designated by Landlord (the “Required
  Removables”) at Tenants sole cost. In the event that Landlord so
  elects. Tenant shall remove such Required Removables within ten (10) days after
  notice from Landlord, provided that in no event shall Tenant be required to
  remove such Required Removables prior to the expiration or earlier
  termination of this Lease or Tenant’s right to possession. In addition to
  Tenant’s obligation to remove the Required Removables, Tenant shall 











	
 

	
 


	
repair any
  damage caused by such removal and perform such other work as is reasonably
  necessary to restore the Premises to a “move in” condition, ordinary wear and
  tear excepted. If Tenant fails to remove any specified Required Removables or
  to perform any required repairs and restoration within the time period
  specified above, (i) Landlord; at Tenant’s sole cost and expense, may remove
  the Required Removables (and repair any damage occasioned thereby) and
  dispose thereof or deliver the Required Removables to any other place of
  business of Tenant, or warehouse the same, and Tenant shall pay the cost of
  such removal, repair, delivery, or warehousing of the Required Removables
  within five (5) business days after demand from Landlord and (ii) such
  failure shall be deemed a holding over by Tenant under Section 27 hereof
  until such failure is rectified by Tenant or Landlord. See Section 33(T) for
  additional provisions regarding the removal of wiring and cabling. Notwithstanding
  the foregoing, at the time that Tenant requests Landlord’s consent to
  specific Leasehold Improvements, Tenant may also request that Landlord notify
  Tenant whether Landlord will, upon expiration or termination of the Lease
  Term, require Tenant to remove the subject Leasehold Improvements. If Tenant
  so requests and if Landlord consents to the Leasehold Improvements, then
  Landlord will also notify Tenant whether Landlord will require removal of any
  such Leasehold Improvements at the expiration or termination of the Lease
  Term. At the expiration or termination of the Lease Term, Tenant will not be
  required to remove any such Leasehold Improvements if and to the extent that
  Landlord previously notified Tenant that removal of such Leasehold
  Improvements would not be required.


	
 


	
 

	
9.       Signage


	
 

	
 


	
          Tenant
  may install, at Tenant’s cost, signage on the exterior of the Premises;
  provided that the design, size, colors, location, and method of installation
  of such signage shall be subject to Landlord’s prior written approval, which
  approval shall not be unreasonably withheld, conditioned or delayed. In
  addition, Landlord, at Landlord’s cost and expense, will list Tenant’s full
  name in the Building’s directory, if any, located in the lobby of the Building.


	
 


	
 

	
10.     Repairs and Alterations
by Tenant


	
 

	
 


	
 

	
          A.          Except
  to the extent such obligations are imposed upon Landlord hereunder, Tenant
  shall, at its sole cost and expense, maintain the Premises in good order,
  condition and repair throughout the entire Lease Term, ordinary wear and tear
  excepted. Tenant agrees to keep the areas visible from outside the Premises
  in a neat and clean condition at all times. Tenant shall be responsible for
  all repairs replacements and alterations, other than Landlord’s Work, in and
  to the Premises, Building and Property and the facilities and systems
  thereof, the need for which arises out of (1) Tenant’s use or occupancy of
  the Premises, (2) the installation, removal, use or operation of Tenant’s
  Property (as defined in Section 8 above), (3) the moving of Tenant’s Property
  into or out of the Building, or (4) the act, omission, misuse or negligence
  of Tenant, its agents, contractors, employees or invitees. All such repairs,
  replacements or alterations shall be performed in accordance with Section
  10.8 below and the rules, policies and procedures reasonably enacted by
  Landlord from time to time for the performance of work in the Building. If
  Tenant fails to maintain the Premises in good order, condition and repair,
  Landlord shall give Tenant reasonable notice to perform such acts as are
  reasonably required to so maintain the Premises. If Tenant fails to promptly
  commence such work and diligently pursue it to its completion, then Landlord
  may, at is option, make such repairs, and Tenant shall pay the cost thereof
  to Landlord on demand as Additional Rent, together with an administration
  charge in an amount equal to ten percent (10%) of the cost of such repairs.
  Landlord shall, at its expense (except as included in Basic Costs) keep and
  maintain in good repair and working order and make all repairs to and perform
  necessary maintenance upon: (a) all structural elements of the Building; and
  (b) all mechanical, electrical and plumbing systems that serve the Building in
  general; and (c) the Building facilities common to all tenants including but
  not limited to, the ceilings, walls and floors in the Common Areas, provided
  if repairs and)or maintenance to any of the foregoing are made necessary by
  the act or omission of Tenant, its agents, employees, contractors or 











	
 

	
 


	
 

	
invitees,
  Tenant shall pay the cost thereof to Landlord on demand as Additional Rent,
  together with an administrative charge equal to ten percent (10%) of the cost
  thereof.


	
 

	
 


	
 

	
          B.          Tenant
  shall not make or allow to be made any alterations, additions or improvements
  to the Premises, without first obtaining the written consent of Landlord in
  each such instance, which consent will not be unreasonably withheld or
  delayed. Landlord will not be deemed to have unreasonably withheld its
  consent to any alterations if its consent is withheld because such
  alterations: (i) are not consistent with the nature or the architectural
  character of the Building; (ii) could adversely affect the structure of the
  Building, the HVAC system or electrical, mechanical, plumbing or other lines
  or systems in the Building or the Building circuitry; (iii) could increase
  Landlord’s costs of operating and maintaining the Building; (iv) would, in
  Landlord’s judgment, violate the terms of any applicable zoning or building
  laws or ordinances; (v) would disturb other tenants of the Building, for
  example, by requiring entry into the premises of other tenants; or (vi)
  include the use of wall covering that is impermeable to humidity or vapor;
  the foregoing being merely examples of reasons for which Landlord may
  reasonably withhold its consent and will not be deemed exclusive of any
  permitted reasons for reasonably withholding consent, whether similar or
  dissimilar to the foregoing examples. However, with respect to alterations
  (“Cosmetic Alterations”) to the Premises costing $25,000 or less in the
  aggregate and which do not fall within any of the foregoing factors (i)
  through (vi) (striking “in Landlord’s judgment” in item (iv)), Tenant will
  give Landlord prior written notice but need not obtain Landlord’s consent.
  Prior to commencing any such work and as a condition to obtaining Landlord’s
  consent, Tenant must furnish Landlord with plans and specifications
  reasonably acceptable to Landlord; names and addresses of contractors
  reasonably acceptable to Landlord; copies of contracts; necessary permits and
  approvals; evidence of contractor’s and subcontractor’s insurance in
  accordance with Section 15 hereof; and a payment bond or other security, all
  in form and amount reasonably satisfactory to Landlord. Tenant shall be
  responsible for insuring that all such persons procure and maintain insurance
  coverage against such risks, in such amounts and with such companies as
  Landlord may reasonably require, including, but not limited to, Builder’s
  Risk and Worker’s Compensation insurance. All such improvements, alterations
  or additions shall be constructed in a good and workmanlike manner using
  Building Standard materials or other new materials of equal or greater
  quantity. Landlord, to the extent reasonably necessary to avoid any
  disruption to the tenants and occupants of the Building, shall have the right
  to reasonably designate the time when any such alterations, additions and
  improvements may be performed and to otherwise designate reasonable rules,
  regulations and procedures for the performance of work in the Building. Upon
  completion, Tenant shall furnish one set of “as-built” plans (except with
  respect to Cosmetic Alterations), contractor’s affidavits and full and final
  waivers of lien and receipted bills covering all labor and materials. All
  improvements, alterations and additions shall comply with the insurance
  requirements, codes, ordinances, laws and regulations, including without
  limitation, the Americans with Disabilities Act. Tenant shall reimburse
  Landlord, within 10 days after notice therefor, for all reasonable sums, if
  any, expended by Landlord for third party examination of the architectural,
  mechanical, electrical and plumbing plans for any alterations, additions or
  improvements. In addition, if Landlord so requests, Landlord shall be
  entitled to oversee the construction of any alterations, additions or
  improvements that may affect the structure of the Building or any of the
  mechanical, electrical, plumbing or life safety systems of the Building. In
  the event Landlord elects to oversee such work, Landlord shall be entitled to
  receive a fee for such oversight in an amount equal to five percent (5%) of
  the cost of such alterations, additions or improvements. Landlord’s approval
  of Tenant’s plans and specifications for any work performed for or on behalf
  of Tenant shall not be deemed to be representation by Landlord that such
  plans and specifications comply with applicable insurance requirements,
  building codes, ordinances, laws or regulations or that the alterations,
  additions and improvements constructed in accordance with such plans and
  specifications will be adequate for Tenant’s use.











	
 

	
 

	
 


	
 

	
          C.          Subject
  to Landlord’s approval, which will not be unreasonably withheld, conditioned
  or delayed and subject to the terms and conditions of Section 10.6 above,
  Tenant, at its sole cost and expense, may install a controlled access system
  for the Premises which may connect to the Building card access system
  currently installed in the Building or any system that Landlord subsequently
  installs in the Building. Nothing contained herein shall obligate Landlord to
  use and maintain the Building’s current access system during the Lease Term.


	
 

	
 


	
 

	
11.     Use of Electrical
Services by Tenant


	
 

	
 


	
 

	

          A.          In
addition to its obligation to pay Base Rent and Tenant’s Pro Rata Share of
Basic Costs, Tenant shall pay to Landlord during each calendar year during
the Lease Term: a charge for the provision by Landlord of electricity to the
Premises (the “Electricity Charge”). The monthly Electricity Charge shall be
based on Landlord’s reading of the submeter measuring Tenant’s electricity
usage in the Premises, calculated at the then current rates of the Electric
Service Provider (as defined below) supplying electricity to the Building.
The Electricity Charge shall be charged to Tenant monthly and paid by Tenant
along with Tenant’s monthly payment of Base Rent and Additional Rent. No delay
by Landlord in billing Tenant for the Electricity Charge in any month during
the Term shall limit or otherwise affect Landlord’s right to collect such
sums from Tenant. If the Premises are not submetered for electricity as of
the date of this Lease, then Landlord will cause the space to be submetered
for electricity, and the reasonable cost of purchasing and installing such
meter will be borne by Tenant, except that if Landlord is granting an
Allowance under the Work Letter Agreement attached hereto, then Tenant may
apply such Allowance toward such costs of purchasing and installing such
submeter. 


	
 

	
 


	
 

	
          B.          In
  the event that there shall be an increase or decrease in the rate schedule
  (including surcharges or demand adjustments), of the Electric Service
  Provider (hereinafter defined) for the supply of electrical service to the
  Building, or the imposition of any tax with respect to such service or an
  increase in any such tax following the Commencement Date, the Additional Rent
  payable hereunder shall be adjusted to reflect the increase or decrease in
  rate or imposition or increase in the aforesaid tax.


	
 

	
 


	
 

	

          C.          Landlord
shall have the right at any time and from time-to-time during the Lease Term
to contract for electricity service from such providers of such services as
Landlord shall elect (each being an “Electric Service Provider”). Tenant
shall cooperate with Landlord, and the applicable Electric Service Provider,
at all times and, as reasonably necessary, and upon reasonable notice, shall
allow Landlord and such Electric Service Provider reasonable access to the
Building’s electric lines, feeders, risers, wiring, and any other machinery
within the Premises. Landlord shall in no way be liable or responsible for
any loss, damage, or expense that Tenant may sustain or incur by reason of
any change, failure, interference, disruption, or defect in the supply or
character of the electric energy furnished to the Premises, or if the
quantity or character of the electric energy supplied by the Electric Service
Provider is no longer available or suitable for Tenant’s requirements, and no
such change, failure, defect, unavailability, or unsuitability shall
constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any abatement or diminution of rent, or relieve Tenant from
any of its obligations under this Lease. In the event the Electric Service
Provider that furnishes electric energy to Landlord for redistribution to
Tenant declines to continue furnishing electric energy for that purpose,
Landlord agrees to use commercially reasonable efforts to obtain a new
Electric Service Provider, provided that if Landlord fails to secure such
replacement after using diligent efforts, Landlord reserves the right to discontinue
distributing electric service to Tenant at any time upon reasonable notice to
Tenant. If Landlord exercises such right of termination, this Lease shall
continue in full force and effect after the effective date of such
termination, but Tenant shall not be obligated to pay Landlord for said
electric service. If Landlord is unable to obtain electric service directly  











	
 

	
from the
  appropriate Electric Service Provider, after diligent efforts, Tenant may
  cancel this Lease.


	
 

	
 


	
 

	
          D.          Tenant’s
  use of electrical services furnished by Landlord shall not exceed in voltage,
  rated capacity, or overall load that which is standard for the Building. In
  the event Tenant shall request that it be allowed to consume electrical
  services in excess of Building standard, Landlord may refuse to consent to
  such usage or may consent upon such conditions as Landlord reasonably elects
  (including the installation of utility service upgrades, submeters, air
  handlers or cooling units), and all such additional usage (to the extent
  permitted by law), installation and maintenance thereof shall be paid for by
  Tenant as Additional Rent. The Premises are currently separately metered for
  electrical usage. Tenant shall pay to Landlord the amount so consumed, as
  determined by said meter, calculated at the rate structure then existing of
  the Electric Service Provider supplying electrical energy to the Building for
  Tenant’s consumption, as so measured. Said payment shall be due and payable,
  as Additional Rent, on the same day that the next monthly installment of Base
  Rent is due.


	
 

	
 


	
 

	
12.      Entry by
Landlord


	
 

	
 


	
          Tenant
  shall permit Landlord or its agents or representatives to enter into and upon
  any part of the Premises to inspect the same, or to show the Premises to
  prospective purchasers, mortgagees, tenants (during the last (12) twelve
  months of the Lease Term or earlier in connection with a potential
  relocation) or insurers, or to clean or make repairs, alterations, or
  additions thereto, including any work that Landlord deems reasonably
  necessary for the safety, protection or preservation of the Building or any
  occupants thereof, or to facilitate repairs, alterations or additions to the
  Building or any other tenant’s premises during all reasonable times (except for
  emergencies). Except for any entry by Landlord in an emergency situation or
  to provide normal cleaning and janitorial service. Landlord shall provide
  Tenant with reasonable prior notice of any entry into the Premises, which
  notice may be given verbally to an authorized employee of Tenant. In addition
  to the foregoing, with respect to the Laboratory Area only, except in the
  case of an emergency, Tenant shall have the right to have a representative of
  Tenant accompany Landlord or the party entering such portion of the Premises
  by or on behalf of Landlord; provided, however, that Tenant’s failure to
  provide such representative shall not prohibit or delay Landlord’s entry.
  Landlord shall have the right to temporarily close the Premises or the
  Building to perform repairs, alterations or additions in the Premises or the
  Building, provided that Landlord shall use reasonable efforts to perform all
  such work on weekends and after Normal Building Hours and to minimize
  interference with Tenant’s operation of its business in the Premises. Entry
  by Landlord hereunder shall not constitute a constructive eviction or entitle
  Tenant to any abatement or reduction of Rent by reason thereof. Landlord
  agrees to not show the Premises to any competitor of Tenant if such prospective
  tenant is not interested in leasing the Premises but rather interested in
  viewing the Premises as a “model” of other premises in the Building.


	
 


	
 

	
13.      Assignment and
Subletting


	
 

	
 


	
          Except
in connection with a Permitted Transfer (defined in Section 13.E below),
Tenant shall not assign, sublease, transfer or encumber any interest in this
Lease or allow any third party to use any portion of the Premises
(collectively or individually, a “Transfer”) without the prior written
consent of Landlord, which consent shall not be unreasonably withheld,
delayed or conditioned. Without limitation, it is agreed that Landlord’s
consent shall not be considered unreasonably withheld, delayed or conditioned
if: (1) the proposed transferee’s financial condition does not meet the
criteria Landlord uses to select Building tenants having similar leasehold
obligations; (2) the proposed transferee’s business is not suitable for the
Building, in Landlord’s reasonable judgment, considering the business of the
other tenants and the Building’s prestige, or would result in a violation of
another tenant’s rights; (3) the proposed transferee is a governmental agency
or occupant of the Building (however, this condition with respect to current
occupants of the Building will be waived with respect to a specific request
for Landlord’s consent to assignment or sublease if Landlord does not have  











	
 

	
 


	
available
  for lease to such assignee or subtenant space comparable in size to the
  Premises or the subject portion thereof); (4) Tenant is in default beyond any
  applicable notice and cure period; (5) the proposed transferee could or would
  make the Premises or the Property subject to the New Jersey Industrial Site
  Recovery Act, N.J.S.A. 13:1 K-6 et seq., or (6) any portion of the Building
  or the Premises would likely become subject to additional or different laws
  as a consequence of the proposed Transfer. Any attempted Transfer in
  violation of this Section 13, shall, exercisable in Landlord’s sole and
  absolute discretion, be voidable. Consent by Landlord to one or more
  Transfer(s) shall not operate as a waiver of Landlord’s rights to approve any
  subsequent Transfer(s). In no event shall any Transfer or Permitted Transfer
  release or relieve Tenant from any obligation under this Lease or any
  liability hereunder.


	
 


	
 

	
          A.          If
  Tenant requests Landlord’s consent to a Transfer, Tenant shall submit to
  Landlord financial statements for the proposed transferee, a complete copy of
  the proposed assignment, sublease and other information as Landlord may
  reasonably request. Landlord shall within thirty (30) days after Landlord’s
  receipt of the required information and documentation either: (1) consent or
  reasonably refuse consent to the Transfer in writing; or (2) in the event of
  a proposed assignment of this Lease or a proposed sublease of the entire
  Premises for the entire remaining term of this Lease, terminate this Lease
  effective the first to occur of ninety (90) days following written notice of
  such termination or the date that the proposed Transfer would have come into
  effect. If Landlord shall fail to notify Tenant in writing of its decision
  within such thirty (30) days period after the date Landlord has received all
  required information concerning the proposed transferee and the proposed
  Transfer, Landlord shall be deemed to have refused to consent to such
  Transfer, and to have elected to keep this Lease in full force and effect.
  Tenant shall pay Landlord a review fee of $1,000.00 for Landlord’s review of
  any requested Transfer other than a Permitted Transfer). In addition, Tenant
  shall reimburse Landlord for its actual third party, documented, reasonable
  costs and expenses (including without limitation reasonable attorney’s fees)
  incurred by Landlord in connection with Landlord’s review of such requested
  Transfer or Permitted Transfer.


	
 

	
 


	
 

	
          B.          Tenant
  shall pay to Landlord fifty percent (50%) of all cash and other consideration
  which Tenant receives as a result of a Transfer that is in excess of the Base
  Rent and Additional Rent payable to Landlord hereunder for the portion of the
  Premises and Term covered by the Transfer within fifteen (15) days following
  receipt thereof by Tenant, less any reasonable expenses incurred by Tenant in
  securing such transferee. If Tenant is in Monetary Default (defined in
  Section 22 below), Landlord may require that all sublease payments be made
  directly to Landlord, in which case Tenant shall receive a credit against
  rent in the amount of any payments received (less Landlord’s share of any
  excess).


	
 

	
 


	
 

	
          C.          Except
  as provided below with respect to a Permitted Transfer, if Tenant is a
  corporation, limited liability company, partnership or similar entity, and
  the entity which owns or controls a majority of the voting shares/rights at
  the time changes for any reason (including but not limited to a merger,
  consolidation or reorganization), such change of ownership or control shall
  constitute a Transfer. The foregoing shall not apply so long as Tenant is an
  entity whose outstanding stock is listed on a nationally recognized security
  exchange, or if at least eighty percent (80%) of its voting stock is owned by
  another entity, the voting stock of which is so listed.


	
 

	
 


	
 

	

          D.          Tenant
may assign its entire interest under this Lease or sublet the Premises to any
entity controlling or controlled by or under common control with Tenant or to
any successor to Tenant by purchase, merger, consolidation or reorganization
(hereinafter, collectively, referred to as “Permitted Transfer”) without the
consent of Landlord, provided: (1) Tenant is not in default under this Lease;
(2) if such proposed transferee is a successor to Tenant by purchase, said
proposed transferee shall acquire all or substantially all of the stock or assets
of Tenant’s business or, if such proposed transferee shall acquire all or
substantially all of the stock or assets of Tenants business or, if such
proposed transferee is  











	
 

	
 


	
 

	
a successor
  to Tenant by merger, consolidation or reorganization, the continuing or
  surviving corporation shall own all or substantially all of the assets of
  Tenant; (3) in the case of an assignment, such proposed transferee shall have
  a net worth which is at least equal to the greater of Tenant’s net worth at
  the date of this Lease or Tenant’s net worth as of the day prior to the
  proposed purchase, merger, consolidation or reorganization as evidenced to
  Landlord’s reasonable satisfaction; (4) such proposed transferee operates the
  business in the Premises for the Permitted Use and no other purpose; and (5)
  Tenant shall give Landlord written notice at least thirty (30) days prior to
  the effective date of the proposed purchase, merger, consolidation or
  reorganization.


	
 

	
 


	
 

	
          E.          Tenant
  agrees that in the event Landlord withholds its consent to any Transfer
  contrary to the provisions of this Section 13, Tenant’s sole remedy shall be
  to seek an injunction in equity or compel performance by Landlord to give its
  consent and Tenant expressly waives any right to damages in the event of such
  withholding by Landlord of its consent.


	
 

	
 


	
 

	
14.      Mechanic’s
Liens


	
 

	
 


	
          Tenant
  will not permit any mechanic’s liens or other liens to be placed upon the
  Premises, the Building, or the Property and nothing in this Lease shall be
  deemed or construed in any way as constituting the consent or request of
  Landlord, express or implied, by inference or otherwise, to any person for
  the performance of any labor or the furnishing of any materials to the
  Premises, the Building, or the Property or any part thereof, nor as giving
  Tenant any right, power, or authority to contract for or permit the rendering
  of any services or the furnishing of any materials that would give rise to
  any mechanic’s or other liens against the Premises, the Building, or the
  Property. In the event any such lien is attached to the Premises, the
  Building, or the Property, then, in addition to any other right or remedy of
  Landlord, Landlord may, but shall not be obligated to, discharge the same
  after notice to Tenant. Any amount paid by Landlord for any of the aforesaid
  purposes including, but not limited to, reasonable attorneys’ fees, shall be
  paid by Tenant to Landlord promptly after notice as Additional Rent. Tenant
  shall within ten (10) days of receiving such notice of lien or claim (a) have
  such lien or claim released or (b) deliver to Landlord a bond in form,
  content, amount and issued by surety, reasonably satisfactory to Landlord,
  indemnifying, protecting, defending and holding harmless the Indemnities
  against all costs and liabilities resulting from such lien or claim and the
  foreclosure or attempted foreclosure thereof. Tenant’s failure to comply with
  the provisions of the foregoing sentence shall be deemed an Event of Default
  under Section 22 hereof entitling Landlord to exercise all of its remedies
  therefor without the requirement of any additional notice or cure period.


	
 


	
 

	
15.      Insurance;
Waivers


	
 

	
 


	
 

	
          A.          Landlord
  shall maintain such insurance on the Building and the Premises (other than on
  Tenant’s Property or on any additional improvements constructed in the
  Premises by Tenant), and such liability insurance in such amounts as Landlord
  shall reasonably elect. The cost of such insurance shall be included as a
  part of the Basic Costs, and payments for losses under Landlord’s property
  insurance shall be made solely to Landlord or the mortgagees of Landlord as
  their interests shall appear.


	
 

	
 


	
 

	
          B.          Tenant
  shall maintain at its expense, (i) in an amount equal to full replacement
  cost, special form (formerly known as all risk) property insurance on all of
  its personal property, including removable trade fixtures and leasehold and
  tenant improvements other than Landlord’s Work, and Tenant’s Property located
  in the Premises and in such additional amounts as are reasonably required to
  meet Tenant’s obligations pursuant to Section 18 hereof and with deductibles
  in an amount reasonably satisfactory to Landlord, and (ii) a policy or
  policies of commercial general liability insurance (including endorsement or
  separate policy for owned or non-owed automobile liability) with respect to
  its activities in the Building and on the Property, with the premiums thereon
  fully paid on or before the due date, 











	
 

	
 


	
 

	
in an amount
  of not less than $2,000,000 per occurrence per person coverage for bodily
  injury, property damage, personal injury or combination thereof (the term
  “personal injury” as used herein means, without limitation, false arrest,
  detention or imprisonment, malicious prosecution, wrongful entry, liable and
  slander), provided that if only single limit coverage is available it shall
  be for at least $2,000,000 per occurrence with an umbrella policy of at least
  $5,000,000 combined single limit per occurrence. Tenant’s insurance policies
  shall name Landlord, the Building Manager, and the holder of any mortgage
  encumbering the Building, as additional insureds and shall include coverage
  for the contractual liability of Tenant to indemnify Landlord and Building
  Manager pursuant to Section 16 of this Lease and shall have deductibles in an
  amount reasonably satisfactory to Landlord. Prior to Tenant’s taking
  possession of the Premises, Tenant shall furnish evidence reasonably
  satisfactory to Landlord of the maintenance and timely renewal of such
  insurance, and Tenant shall obtain and deliver to Landlord a written
  obligation on the part of each insurer to notify Landlord at least thirty
  (30) days prior to the cancellation or expiration of such insurance policies.
  In the event Tenant shall not have delivered to Landlord a policy or
  certificate evidencing such insurance at least fifteen (15) days prior to the
  expiration date of each expiring policy, Landlord may obtain such insurance
  as Landlord may reasonably require to protect Landlord’s interest (which
  obtaining of insurance shall not be deemed to be a waiver of Tenant’s default
  hereunder), The cost to Landlord of obtaining such policies, plus an
  administrative fee in the amount of fifteen percent (15%) of the cost of such
  policies shall be paid by Tenant to Landlord as Additional Rent upon demand.


	
 

	
 


	
 

	
          C.          The
  insurance requirements set forth in this Section 15 are independent of the
  waiver, indemnification, and other obligations under this Lease and will not
  be construed or interpreted in any way to restrict, limit or modify the
  waiver, indemnification and other obligations or to in any way limit any
  party’s liability under this Lease. In addition to the requirements set forth
  in Sections 15 and 16, the insurance required of Tenant under this Lease must
  be issued by an insurance company with a rating of no less than A-VIII in the
  current Best’s Insurance Guide, or A- in the current Standard & Poor
  Insurance Solvency Review, or in that is otherwise acceptable to Landlord, and
  admitted to engage in the business of insurance in the state in which the
  Building is located; be primary insurance for all claims under it and provide
  that any insurance carried by Landlord and Landlord’s lenders is strictly
  excess, secondary and noncontributing with any insurance carried by Tenant,
  and provide that insurance may not be cancelled or nonrenewed, except upon
  thirty (30) days prior written notice to Landlord and Landlord’s lenders.
  Tenant will deliver either a duplicate original or a legally enforceable
  certificate of insurance on all policies procured by Tenant in compliance
  with Tenant’s obligations under this Lease, together with evidence
  satisfactory to Landlord of the payment of the premiums therefor, to Landlord
  on or before the date Tenant first occupies any portion of the Premises, at
  least fifteen (15) days before the expiration date of any policy and upon the
  renewal of any policy. Landlord must give its prior written approval to all
  deductibles and self-insured retentions under Tenant’s policies, which
  approval shall not be unreasonably withheld, conditioned or delayed. Tenant
  may comply with its insurance coverage requirements through a blanket policy,
  provided Tenant, at Tenant’s sole expense, procures a “per location”
  endorsement, or equivalent reasonably acceptable to Landlord, so that the
  general aggregate and other limits apply separately and specifically to the
  Premises.


	
 

	
 


	
 

	
          D.          If
  Tenant’s business operations, conduct or use of the Premises or any other
  part of the Property causes an increase in the premium for any insurance
  policy carried by Landlord. Tenant will, within fifteen (15) days after
  receipt of notice from Landlord, reimburse Landlord for the entire increase.


	
 

	
 


	
 

	
          E.          Neither
  Landlord nor Tenant shall be liable (by way of subrogation or otherwise) to
  the other party (or to any insurance company insuring the other party) for
  any personal injury or loss or damage to any of the property of Landlord or
  Tenant, as the case may be, with respect to their respective property, the
  Building, the Property or the Premises or any addition or improvements
  thereto, or any contents therein, to the extent covered by












	
 

	
 


	
 

	
property
  insurance or business interruption insurance carried or required to be
  carried by a party hereto even though such loss might have been occasioned by
  the negligence or willful acts or omissions of the Landlord or Tenant or
  their respective employees, agents, contractors or invitees. Since this
  mutual waiver will preclude the assignment of any such claim by subrogation
  (or otherwise) to an insurance company (or any other person), Landlord and
  Tenant each agree to give each insurance company which has issued, or in the
  future may issue, policies of insurance, with respect to the items covered by
  this waiver, written notice of the terms of this mutual waiver, and to have
  such insurance policies properly endorsed, if necessary, to prevent the invalidation
  of any of the coverage provided by such insurance policies by reason of such
  mutual waiver. For the purpose of the foregoing waiver, the amount of any
  deductible applicable to any loss or damage shall be deemed covered by, and
  recoverable by the insured under the insurance policy to which such
  deductible relates. In the event that Tenant is permitted to and self-insures
  any risk for which insurance is required to be carried under this Lease, or
  if Tenant fails to carry any insurance required to be carried by Tenant
  pursuant to this Lease, then all loss or damage to Tenant, its leasehold
  interest, its business, its property, the Premises or any additions or
  improvements thereto or contents thereof shall be deemed covered by and
  recoverable by Tenant under valid and collectible policies of insurance.
  Notwithstanding anything to the contrary herein. Landlord shall not be liable
  to the Tenant or any insurance company (by way of subrogation or otherwise)
  insuring the Tenant, (1) for any loss or damage to any property, or bodily
  injury or personal injury or any resulting loss of income or losses from
  worker’s compensation laws and benefits, even though such loss or damage
  might have been occasioned by the negligence of Landlord, its agents or
  employees, or Building Manager, if any such loss or damage was required to be
  covered by insurance pursuant to this Lease; or (2) any loss or damage that
  is or would be covered by a standard business income insurance policy, if
  Tenant elected to carry such coverage. 


	
 

	
 


	
 

	
16.          Indemnity





          To
the extent not expressly prohibited by law, neither Landlord nor Building
Manager nor the holder of any mortgage now or hereafter encumbering the
Building, nor any of their respective officers, directors, employees, members,
managers, or agents shall be liable to Tenant, or to Tenant’s agents, servants,
employees, customers, licensees, or invitees for any injury to person or damage
to property caused by any act, omission, or neglect of Tenant, its agents,
servants, employees, customers, invitees, licensees or by any other person
entering the Building or upon the Property under the invitation of Tenant or
arising out of the use of the Property, Building or Premises by Tenant and the
conduct of its business or out of a default by Tenant in the performance of its
obligations hereunder. Tenant hereby indemnifies and holds Landlord, the
Building Manager, the holder of any mortgage now or hereafter encumbering the
Building, and their respective officers, directors, employees, members,
managers and agents (“Indemnitees”),
harmless from all liability and claims for any property damage, or bodily
injury or death of, or personal injury to, a person in or on the Premises, or
at any other place, including the Property or the Building and this indemnity
shall be enforceable to the full extent whether or not such liability and
claims are the result of the sole, joint or concurrent acts, negligent or
intentional, or otherwise, of Tenant, or its employees, agents, servants,
customers, invitees or licensees. Such indemnity for the benefit of Indemnitees
shall be enforceable even if Indemnitees, or any one or more of them have or
has caused or participated in causing such liability and claims by their joint
or concurrent acts, negligent or intentional, or otherwise. Notwithstanding the
terms of this Lease to the contrary, the terms of this Section shall survive
the expiration or earlier termination of this Lease. 


          17.          Damages
from Certain Causes


          To the extent
not expressly prohibited by law, Landlord shall not be liable to Tenant or
Tenant’s employees, contractors, agents, invitees or customers, for any injury
to person or damage to property sustained by Tenant or any such party or any
other person claiming through Tenant resulting from any accident or occurrence
in the Premises or any other portion of the Building caused 







by the
Premises or any other portion of the Building becoming out of repair or by
defect in or failure of equipment, pipes, or wiring, or by broken glass, or by
the backing up of drains, or by gas, water, steam, electricity, or oil leaking,
escaping or flowing into the Premises (except where due to Landlord’s willful
failure to make repairs required to be made pursuant to other provisions of
this Lease, after the expiration of a reasonable time after written notice to
Landlord of the need for such repairs), nor shall Landlord be liable to Tenant
for any loss or damage that may be occasioned by or through the acts or
omissions of other tenants of the Building or of any other persons whomsoever,
including, but not limited to riot, strike, insurrection, war, court order,
requisition, order of any governmental body or authority, acts of God, fire or
theft. 


          18.          Casualty
Damage


          If
the Premises or any part thereof shall be damaged by fire or other casualty,
Tenant shall give prompt written notice thereof to Landlord. In case the
Building shall be so damaged that substantial alteration or reconstruction of
the Building shall, in Landlord’s sole opinion, be required (whether or not the
Premises shall have been damaged by such casualty) or in the event there is
less than two (2) years of the Lease Term remaining or in the event Landlord’s
mortgagee should require that the insurance proceeds payable as a result of a
casualty be applied to the payment of the mortgage debt or in the event of any
material uninsured loss to the Building, Landlord may, at its option, terminate
this Lease by notifying Tenant in writing of such termination within ninety
(90) days after the date of such casualty. If Landlord does not thus terminate
this Lease under Paragraph 18, Landlord shall deliver to Tenant a non binding
estimate of the time needed to repair and restore the Building within 90 days
after the date of the damage. If (i) Landlord’s estimate states that repair and
restoration will not be completed within 365 days after the date of the damage
or (ii) there is less than two (2) years of the Lease Term then remaining,
Tenant may terminate this Lease by giving Landlord notice of termination within
10 business days after the date Tenant receives Landlord’s estimate. If neither
Landlord or Tenant elects to terminate this Lease, Landlord shall commence and
proceed with reasonable diligence to restore the Building, and the improvements
located within the Premises, if any, for which Landlord had financial
responsibility pursuant to the Work Letter Agreement attached hereto as Exhibit
D (except that Landlord shall not be responsible for delays not within the control
of Landlord) to substantially the same condition in which it was immediately
prior to the happening of the casualty. Notwithstanding the foregoing,
Landlord’s obligation to restore the Building, and the improvements located
within the Premises, if any, for which Landlord had financial responsibility
pursuant to the Work Letter Agreement, shall not require Landlord to expend for
such repair and restoration work more than the insurance proceeds actually
received by the Landlord as a result of the casualty and Landlord’s obligation
to restore shall be further limited so that Landlord shall not be required to
expend for the repair and restoration of the improvements located within the
Premises, if any, for which Landlord had financial responsibility pursuant to
the Work Letter Agreement, more than the dollar amount of the Allowance, if
any, described in the Work Letter Agreement. When the repairs described in the
preceding two sentences have been completed by Landlord, Tenant shall complete
the restoration of all improvements, including furniture, fixtures and
equipment, which are necessary to permit Tenant’s reoccupancy of the Premises.
Except as set forth above, all cost and expense of reconstructing the Premises
shall be borne by Tenant, and Tenant shall present Landlord with evidence
satisfactory to Landlord of Tenant’s ability to pay such costs prior to
Landlord’s commencement of repair and restoration of the Premises. Landlord
shall not be liable for any inconvenience or annoyance to Tenant or injury to the
business of Tenant resulting in any way from such damage or the repair thereof,
except that, subject to the provisions of the next sentence, Base Rent and
Additional Rent shall abate on a prorata basis during the time and to the
extent the Premises are unfit for occupancy whether in whole or in part of if
rendered wholly or partially inaccessible. If the Premises or any other portion
of the Property is damaged by fire or other casualty resulting from the fault
or negligence of Tenant or any of Tenant’s agents, employees, or invitees, the
rent hereunder shall not be diminished during the repair of such damage and
Tenant shall be liable to Landlord for the cost of the repair and restoration
of the Property caused thereby to the extent such cost and expense is not
covered by insurance proceeds. It is the intent of Landlord and Tenant that the
provisions of this Section 18 shall override N.J.S.A, 46:8-6 and 7. 







          19.          Condemnation



          If
the whole or any substantial part of the Premises or if the Building or any
portion thereof which would leave the remainder of the Building unsuitable for
use as an office building comparable to its use on the Commencement Date, or if
the land on which the Building is located or any material portion thereof,
shall be taken or condemned for any public or quasi-public use under
governmental law, ordinance or regulation, or by right of eminent domain, or by
private purchase in lieu thereof, then Landlord may, at its option, terminate
this Lease and the rent shall be abated during the unexpired portion of this
Lease, effective when the physical taking of said Premises or said portion of
the Building or land shall occur. If a substantial portion or the whole of the
Premises is thus taken or sold and the remaining Premises are not reasonably
suitable for the conduct of Tenant’s business thereon which shall include
reasonable access thereto, Tenant may terminate this Lease by giving written
notice thereof to Landlord within 15 days after the date of the taking, in
which event this Lease will terminate as of the date when physical possession
of such portion of the Building or Premises is taken by the condemning
authority. In the event this Lease is not terminated, the rent for any portion
of the Premises so taken or condemned shall be abated during the unexpired term
of this Lease effective when the physical taking of said portion of the
Premises shall occur. All compensation awarded for any such taking or
condemnation, or sale proceeds in lieu thereof, shall be the property of
Landlord, and Tenant shall have no claim thereto, the same being hereby
expressly waived by Tenant, except for any portions of such award or proceeds
which are specifically allocated by the condemning or purchasing party for the
taking of or damage to trade fixtures of Tenant, which Tenant specifically
reserves to itself, except that Tenant will have the right to file any separate
claim available to Tenant for moving expenses and any taking of Tenant’s
personal property, on the condition that such award is separately payable to
Tenant and does not diminish the award available to Landlord or any lender. 


          20.
         Hazardous
Substances


	
 

	
 


	
 

	
          A.          Tenant
  hereby represents and covenants to Landlord the following: No toxic or
  hazardous substances or wastes, “special wastes”, “universal wastes”,
  pollutants or contaminants (including, without limitation, asbestos, area
  formaldehyde, the group of organic compounds known as polychlorinated
  biphenyls, petroleum products including gasoline, fuel oil, crude oil and
  various constituents of such products or their by-products, radon, and any
  hazardous substance as defined in the Comprehensive Environmental Response,
  Compensation and Liability Act of 1980, 42 U.S.C. 9601-9657, as amended (“CERCLA”) or by N.J.S.A. 58:1023.11(b)(K)
  (collectively, “Environmental Pollutants”)
  other than customary office supplies and cleaning supplies stored and handled
  within the Premises in accordance with all applicable Environmental Laws,
  will be generated, treated, stored, released or disposed of, or otherwise
  placed, deposited in or located on the Property, and no activity shall be
  undertaken on the Property, by Tenant, its agents, employees, invitees,
  contractors, or any subtenants, that would cause or contribute to (i) the
  Property or any part thereof to become a generation, treatment, storage or
  disposal facility within the meaning of or otherwise bring the Property
  within the ambit of the Resource Conservation and Recovery Act of 1976
  (“RCRA”), 42 U.S.C. 5901 et. seq., the New Jersey Spill Compensation and
  Control Act, or any similar Environmental Laws, (ii) a release or threatened
  release of toxic or hazardous wastes or substances, pollutants or
  contaminants, from the Property or any part thereof within the meaning of, or
  otherwise result in liability in connection with the Property within the
  ambit of CERCLA, or any similar Environmental Laws, or (iii) the discharge of
  pollutants or effluents into any water source or system, the dredging or
  filling of any waters, or the discharge into the air of any emissions, that
  would require a permit under the Federal Water Pollution Control Act, 33
  U.S.C. 1251 et. seq., or the Clean Air Act, 42 U.S.C. 7401 et. seq., or any
  similar state law or local ordinance. In the event that Tenant, its agents,
  employees, invitees, contractors or any subtenants cause, allow or permit any
  act or omission resulting in a release, spill, leak, emission, emptying or
  dumping of any Environmental Pollutant into, under on or migrating from the
  waters or lands of the State of New Jersey, the Property or the Premises,
  Tenant shall promptly take all response actions 











	
 

	
 

	
 

	
 


	
 

	
required to
  comply with Environmental Laws and to Landlord’s reasonable satisfaction (“Response Actions”). Tenant shall obtain
  Landlord’s written consent to performance of any Response Actions. Under no
  circumstances shall Tenant have the right to undertake Response Actions that
  require (i) any ongoing monitoring or maintenance, (it) any engineered
  barriers, or (iii) the imposition of any deed restrictions or institutional
  controls on the Premises or Property which restrict any future use of the
  Premises or Property or contain any notice of any Environmental Pollutants on
  the Premises or Property. Tenant shall ensure that no liens are filed against
  the Premises or the Property pursuant to the New Jersey Spill Compensation
  and Control Act or the New Jersey Industrial Site Recovery Act due to any act
  or omission of Tenant, its agents, employees, invitees, contractors or any
  subtenants. If Tenant’s, or any subtenant’s use or occupancy of the Premises
  cause the Premises to become subject to the requirements of the New Jersey
  Industrial Site Recovery Act, Tenant shall, at its own expense, comply with
  the requirements of the New Jersey Industrial Site Recovery Act.


	
 

	
 


	
 

	
          B.          Tenant
  agrees to indemnify and hold Indemnitees (as defined in Section 16) harmless
  from and against and to reimburse Indemnitees with respect to, any and all
  claims, demands, causes of action, loss, damage, liabilities, costs and
  expenses (including reasonable attorneys’ fees and court costs) of any and
  every kind or character, known or unknown, fixed or contingent, asserted
  against or incurred by Landlord at any time and from time-to-time by reason
  of or arising out of (i) the breach of any representation or covenant
  contained in Section 20.A above or (ii) the presence, migration or discharge
  of any Environmental Pollutant on, to or from the Premises or Property which
  is caused by any act or omission of Tenant or any of Tenant’s employees,
  agents, representatives, subtenants, guests or invitees. This indemnification
  by Tenant includes, without limitation, Landlord’s reasonable attorneys’ and
  consultants’ fees and court costs, costs incurred in connection with any
  investigation of site conditions, including any inspections, or any clean-up,
  remedial, removal or restoration work required by this Lease, or by any
  Environmental Laws, other laws, rules or regulations, or by any governmental
  agency or political subdivision because of the presence of Environmental
  Pollutants in, on or under the Premises or which has migrated from the
  Premises. For so long as Tenant is not in default under this Lease, Landlord
  shall permit Tenant to negotiate and settle (which settlement shall be
  subject to the prior written approval of Landlord) any such claim (so long as
  and insofar as settlement is within the power of Tenant to accomplish solely
  by payment of monies) and shall reasonably cooperate with Tenant regarding
  such proceedings, provided, however, that Landlord shall not be required to
  consent to settlement of any claim which (i) requires Landlord to admit to
  any violation of any Environmental Law or any civil or criminal liability, or
  (ii) requires any restriction on future use of the Premises or Property
  whether in the form of deed restrictions, institutional controls, engineered
  barriers or otherwise. The foregoing indemnity shall survive the expiration
  or termination of this Lease without limitation.


	
 

	
 

	
 

	
 


	
 

	
          C.          Tenant
  shall immediately notify Landlord in writing of any release or threatened
  release of Environmental Pollutants on or about the Premises or the Property
  of which Tenant has knowledge whether or not the release is in quantities that
  would require under any Environmental Laws the reporting of such release to a
  governmental or regulatory agency. 


	
 

	
 


	
 

	
          D.          Tenant
  shall also immediately notify Landlord in writing of, and shall
  contemporaneously provide Landlord with a copy of: 


	
 

	
 


	
 

	
 

	
          (1)          Any
  written notice of release of Environmental Pollutants on the Property that is
  provided by Tenant or any subtenant or other occupant of the Premises to a
  governmental or regulatory agency; 











	
 

	
 

	
 

	
 


	
 

	
 

	
          (2)          Any
  notice of a violation, or a potential or alleged violation, of any
  Environmental Laws (hereinafter defined) that is received by Tenant or any
  subtenant or other occupant of the Premises from any governmental or
  regulatory agency; 


	
 

	
 

	
 


	
 

	
 

	
          (3)          Any
  inquiry, investigation, enforcement, cleanup, removal, or other action that
  is instituted or threatened by a governmental or regulatory agency against
  Tenant or any subtenant or other occupant of the Premises and that relates to
  the release or discharge Environmental Pollutants on or from the Property; 


	
 

	
 

	
 


	
 

	
 

	
          (4)          Any
  claim that is instituted or threatened by any third-party against Tenant or
  any subtenant or other occupant of the Premises and that relates to any release
  or discharge of Environmental Pollutants on or from the Property; and 


	
 

	
 

	
 


	
 

	
          E.          Landlord
  and its agents and representatives are hereby granted a right of entry and
  access to the Premises at any time in Landlord’s discretion for purposes of
  ascertaining Tenant’s compliance with this Section 20. Landlord shall have
  the right to inspect Tenant’s books and records and to conduct intrusive
  investigations on the Premises in connection with the foregoing right of
  entry contained in this Section 20.E. In the event that Landlord’s assessment
  of the Premises reveals that Tenant is in breach of any of its environmental
  obligations under this Lease, Tenant shall, immediately upon demand by
  Landlord, pay to Landlord the reasonable costs and expenses incurred by
  Landlord to conduct such assessment. In exercising its rights hereunder,
  Landlord shall use its reasonable efforts to minimize disruption of Tenant’s
  operations of the Premises. 


	
 

	
 


	
 

	
          F.          As
  used herein “Environmental Laws”
  means, without limitation, all present and future federal, state and
  municipal laws, statutes, regulations, codes, orders, decrees, ordinances,
  rules and regulations or any judicial or administrative order or judgment and
  all principles of common law applicable to environmental and ecological
  conditions, Environmental Pollutants and the rules and regulations of the
  U.S. Environmental Protection Agency, the New Jersey Department of
  Environmental Protection and any other federal, state or municipal agency, or
  governmental board or entity relating to or concerning Environmental
  Pollutants, health, industrial hygiene, pollution, public health or safety,
  or environmental or ecological conditions. 


	
 

	
 


	
 

	
          G.          Landlord
  represents that, as of the date of this Lease, Landlord has received no
  written notice from any governmental authority that the Building or the
  Property is in violation of any applicable law relating to Environmental
  Pollutants or Environmental Laws. Landlord will indemnify, defend and hold
  harmless the Parties Indemnified by Landlord, in the manner provided in
  Section 16, against any release of Environmental Pollutants at the Premises
  or in or about the Property if caused by Landlord or Landlord’s agents or
  contractors. The provisions of this paragraph will survive the expiration or
  sooner termination of this Lease. 





          21.          Americans
with Disabilities Act


          Tenant
agrees to comply with all requirements of the Americans with Disabilities Act
(Public Law (July 26, 1990)) (“ADA”)
applicable to the Premises and such other current acts or other subsequent
acts, (whether federal or state) addressing like issues as are enacted or
amended. Tenant agrees to indemnify and hold Landlord harmless from any and all
expenses, liabilities, costs or damages suffered by Landlord as a result of
additional obligations which may be imposed on the Building or the Property
under of such acts by virtue of Tenant’s operations and/or occupancy, including
the alleged negligence of the Landlord. Tenant acknowledges that it will be
wholly responsible for any provision of this Lease which could arguably be
construed as authorizing a violation of the ADA. Any such provision shall be
interpreted in a manner which permits compliance with the ADA and is hereby
amended to permit such compliance. Subject to the foregoing, Landlord 







has adopted or
will adopt a program to cause the Common Areas to become and stay in compliance
with Title III of the Americans With Disabilities Act of 1990 (42 U.S.C.
Sections 12101-12213 (1991)). 


	
 

	
 

	
 


	
 

	
22.

	
Events of Default


	
 

	
 

	
 


	
 

	
A.

	
The
  following events shall be deemed to be “Events
  of Default”under this Lease: 


	
 

	
 

	
 


	
 

	
 

	
          (1)          Tenant
  shall fail to pay when due any Base Rent, Additional Rent or other amount
  payable by Tenant to Landlord under this Lease and the failure continues for
  a period of 5 days after written notice thereof to Tenant (hereinafter
  sometimes referred to as a “Monetary
  Default”) 


	
 

	
 

	
 


	
 

	
 

	
          (2)          Any
  failure by Tenant (other than a Monetary Default) to comply with any term,
  provision or covenant of this Lease, which failure is not cured within thirty
  (30) days after delivery to Tenant of notice of the occurrence of such
  failure provided, however, that if the term, condition, covenant or
  obligation to be performed by Tenant is of such nature that the same cannot
  reasonably be performed within such thirty-day period, such default shall be
  deemed to have been cured if Tenant commences such performance within said
  thirty-day period and thereafter diligently undertakes to complete the same,
  and in fact, completes same within ninety (90) days after notice. 


	
 

	
 

	
 


	
 

	
 

	
          (3)          Any
  failure by Tenant to observe or perform any of the covenants with respect to
  (a) assignment and subletting set forth in Section 13, (b) mechanic’s liens
  set forth in Section 14, or (c) insurance set forth in Section 15. 


	
 

	
 

	
 


	
 

	
 

	
          (4)          Tenant
  shall (a) become insolvent, (b) make a transfer in fraud of creditors (c)
  make an assignment for the benefit of creditors, (d) admit in writing its
  inability to pay its debts as they become due, (e) file a petition under any
  section or chapter of the United States Bankruptcy Code, as amended,
  pertaining to bankruptcy, or under any similar law or statute of the United
  States or any State thereof, or Tenant or any Guarantor shall be adjudged
  bankrupt or insolvent in proceedings filed against Tenant or any Guarantor
  thereunder; or a petition or answer proposing the adjudication of Tenant or
  any Guarantor as a bankrupt or its reorganization under any present or future
  federal or state bankruptcy or similar law shall be filed in any court and
  such petition or answer shall not be discharged or denied within sixty (60)
  days after the filing thereof. 


	
 

	
 

	
 


	
 

	
 

	
          (5)          Receiver
  or trustee shall be appointed for all or substantially all of the assets of
  Tenant or any Guarantor or of the Premises or of any of Tenant’s property
  located thereon in any proceeding brought by Tenant or any Guarantor, or any
  such receiver or trustee shall be appointed in any proceeding brought against
  Tenant or any Guarantor and shall not be discharged within sixty (60) days
  after such appointment or Tenant or such Guarantor shall consent to or
  acquiesce in such appointment. 


	
 

	
 

	
 


	
 

	
 

	
          (6)          The
  leasehold estate hereunder shall be taken on execution or other process of
  law in any action against Tenant. 


	
 

	
 

	
 


	
 

	
 

	
          (7)          Tenant
  shall abandon or permanently vacate any substantial portion of the Premises. 


	
 

	
 

	
 


	
 

	
 

	
          (8)          Tenant
  shall fail to take possession of and occupy the Premises within thirty (30)
  days following the Commencement Date and thereafter continuously conduct its
  operations in the Premises for the Permitted Use as set forth in Section 4
  hereof. 











	
 

	
 

	
 


	
 

	
 

	
          (9)          The
  liquidation, termination, dissolution or forfeiture of right to do business
  of Tenant. 


	
 

	
 

	
 


	
          23.

	
Remedies





          Upon
the occurrence of any Event of Default, Landlord shall have the following
rights and remedies, in addition to those allowed by law or equity, any one or
more of which may be exercised without further notice to or demand upon Tenant
and which may be pursued successively or cumulatively as Landlord may elect: 


	
 

	
 

	
 


	
 

	
 

	
          (1)          Landlord
  may re-enter the Premises and cure any default of Tenant, in which event
  Tenant shall, upon demand, reimburse Landlord as Additional Rent for any cost
  and expenses which Landlord may incur to cure such default; and Landlord shall
  not be liable to Tenant for any loss or damage which Tenant may sustain by
  reason of Landlord’s action, regardless of whether caused by Landlord’s
  negligence or otherwise. 


	
 

	
 

	
 


	
 

	
 

	
          (2)          Landlord
  may terminate this Lease by giving to Tenant notice of Landlord’s election to
  do so, in which event the Term shall end, and all right, title and interest
  of Tenant hereunder shall expire, on the date stated in such notice and
  demanding the Tenant deliver possession of the Premises on such date; 


	
 

	
 

	
 


	
 

	
 

	
          (3)          Landlord
  may terminate the right of Tenant to possession of the Premises without
  terminating this Lease by giving notice to Tenant that Tenant’s right to
  possession shall end on the date stated in such notice, whereupon the right
  of Tenant to possession of the Premises or any part thereof shall cease on
  the date stated in such notice and demanding the Tenant deliver possession of
  the Premises on such date; and 


	
 

	
 

	
 


	
 

	
 

	
          (4)          Landlord
  may enforce the provisions of this Lease and may enforce and protect the
  rights of Landlord hereunder by a suit or suits in equity or at law for the
  specific performance of any covenant or agreement contained herein, or for
  the enforcement of any other appropriate legal or equitable remedy, including
  recovery of all moneys due or to become due from Tenant under any of the
  provisions of this Lease. 





Landlord shall not be required
to serve Tenant with any notices or demands as a prerequisite to its exercise
of any of its rights or remedies under this Lease, other than those notices and
demands specifically required under this Lease. TENANT EXPRESSLY WAIVES THE
SERVICE OF ANY STATUTORY DEMAND OR NOTICE WHICH IS A PREREQUISITE TO LANDLORD’S
COMMENCEMENT OF EVICTION PROCEEDINGS AGAINST TENANT, INCLUDING THE DEMANDS AND
NOTICES SPECIFIED IN ANY APPLICABLE STATE STATUTE OR CASE LAW. 


	
 

	
 

	
 


	
 

	
          B.          If
  Landlord exercises either of the remedies provided in Sections 23.A(2) or
  23.A(3), Tenant shall surrender possession and vacate the Premises and
  immediately deliver possession thereof to Landlord, and Landlord may re-enter
  and take complete and peaceful possession of the Premises, with process of
  law, full and complete license to do so being hereby granted to Landlord, and
  Landlord may remove all occupants and property therefrom, using such force as
  may be necessary to the extent allowed by law, without being deemed guilty in
  any manner of trespass, eviction or forcible entry and detainer and without
  relinquishing Landlord’s right to Rent or any other right given to Landlord
  hereunder or by operation of law. 











	
 

	
 

	
 


	
 

	
          C.          If
  Landlord terminates the right of Tenant to possession of the Premises without
  terminating this Lease, Landlord shall have the right to immediate recovery
  of all amounts then due hereunder. Such termination of possession shall not
  release Tenant, in whole or in part, from Tenant’s obligation to pay Rent
  hereunder for the full Term, and Landlord shall have the right, from time to
  time, to recover from Tenant, and Tenant shall remain liable for, all Base
  Rent, Additional Rent and any other sums accruing as they become due under
  this Lease during the period from the date of such notice of termination of
  possession to the stated end of the Term. In any such case, Landlord may
  relet the Premises or any part thereof for the account of Tenant for such
  rent, for such time (which may be for a term extending beyond the Term) and
  upon such terms as Landlord shall determine and may collect the rents from
  such reletting. Landlord shall not be required to accept any tenant offered
  by Tenant or to observe any instructions given by Tenant relative to such
  reletting. Also, in any such case, Landlord may make repairs, alterations and
  additions in or to the Premises and redecorate the same to the extent
  reasonably deemed by Landlord necessary or desirable and in connection
  therewith change the locks to the Premises, and Tenant upon demand shall pay
  the cost of all of the foregoing together with Landlord’s expenses of relating.
  The rents from any such reletting shall be applied first to the payment of
  the expenses of reentry, redecoration, repair and alterations and the
  expenses of reletting and second to the payment of Rent herein provided to be
  paid by Tenant. Any excess or residue shall operate only as an offsetting
  credit against the amount of Rent due and owing as the same thereafter
  becomes due and payable hereunder, and the use of such offsetting credit to
  reduce the amount of Rent due Landlord, if any, shall not be deemed to give
  Tenant any right, title or interest in or to such excess or residue and any
  such excess or residue shall belong to Landlord solely, and in no event shall
  Tenant be entitled to a credit on its indebtedness to Landlord in excess of
  the aggregate sum (including Base Rent and Additional Rent) which would have
  been paid by Tenant for the period for which the credit to Tenant is being
  determined, had no Event of Default occurred. No such reentry or
  repossession, repairs, alterations and additions, or reletting shall be
  construed as an eviction or ouster of Tenant or as an election on Landlord’s
  part to terminate this Lease, unless a written notice of such intention is
  given to Tenant, or shall operate to release Tenant in whole or in part from
  any of Tenant’s obligations hereunder, and Landlord, at any time and from
  time to time, may sue and recover judgment for any deficiencies remaining
  after the application of the proceeds of any such relating. 


	
 

	
 

	
 


	
 

	
          D.          If
  this Lease is terminated by Landlord pursuant to Section 23.A(2), Landlord
  shall be entitled to recover from Tenant all Rent accrued and unpaid for the
  period up to and including such termination date, as well as all other
  additional sums payable by Tenant, or for which Tenant is liable or for which
  Tenant has agreed to indemnify Landlord under any of the provisions of this
  Lease, which may be then owing and unpaid, and all costs and expenses,
  including without limitation court costs and reasonable attorneys’ fees
  incurred by Landlord in the enforcement of its rights and remedies hereunder,
  and, in addition, Landlord shall be entitled to recover as damages for loss
  of the bargain and not as a penalty (i) the unamortized portion of any
  concessions offered by Landlord to Tenant in connection with this Lease,
  including without limitation Landlord’s contribution to the cost of tenant
  improvements and alterations, if any, installed by either Landlord or Tenant
  pursuant to this Lease or any work letter in connection with this Lease, (it)
  the aggregate sum which at the time of such termination represents the
  excess, if any, of the present value of the aggregate rents which would have
  been payable after the termination date had this Lease not been terminated,
  including, without limitation, Base Rent at the annual rate or respective
  annual rates for the remainder of the Term provided for in this Lease and the
  amount projected by Landlord to represent Additional Rent for the remainder
  of the Term over the then present value of the then aggregate fair rent value
  of the Premises for the balance of the Term, such present worth to be
  computed in each case on the basis of a ten percent (10%) per annum discount
  from the respective dates upon which such Rents would have been payable
  hereunder had this Lease not been terminated, and (iii) any damages in
  addition thereto, including without 












	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
limitation
  reasonable attorneys’ fees and court costs, which Landlord sustains as a
  result of the breach of any of the covenants of this Lease other than for the
  payment of Rent.


	
 

	
 

	
 


	
 

	
          E.          Landlord
  shall use commercially reasonable efforts to mitigate any damages resulting
  from an Event of Default by Tenant under this Lease. Landlord’s obligation to
  mitigate damages after an Event of Default by Tenant under this Lease shall
  be satisfied in full if Landlord undertakes to lease the Premises to another
  tenant (a “Substitute Tenant”)
  in accordance with the following criteria: 








	
 

	
 

	
 

	
 


	
 

	
 

	
          (1)          Landlord
  shall have no obligations to solicit or entertain negotiations with any other
  prospective tenants for the Premises until Landlord obtains full and complete
  possession of the Premises; 


	
 

	
 

	
 

	
 


	
 

	
 

	
          (2)          Landlord
  shall not be obligated to lease or show the Premises, on a priority basis,
  offer the Premises to a prospective tenant when other premises in the
  Building suitable for that prospective tenant’s use are (or soon will be)
  available; 


	
 

	
 

	
 

	
 


	
 

	
 

	
          (3)          Landlord
  shall not be obligated to lease the Premises to a Substitute Tenant for a
  Rent less than the current fair market Rent then prevailing for similar uses
  in comparable buildings in the same market area as the Building, nor shall
  Landlord be obligated to enter into a new lease under other terms and
  conditions that are unacceptable to Landlord under Landlord’s then current
  leasing policies for comparable space in the Building; 


	
 

	
 

	
 

	
 


	
 

	
 

	
          (4)          Landlord
  shall not be obligated to enter into a lease with a Substitute Tenant whose
  use would: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
              (i)          violate
  any restriction, covenant, or requirement contained in the lease of another
  tenant of the Building; 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
              (ii)          adversely
  affect the reputation of the Building; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
              (iii)          be
  incompatible with the operation of the Building as an office building,


	
 

	
 

	
 

	
 


	
 

	
 

	
          (5)          Landlord
  shall not be obligated to enter into a lease with any proposed Substitute
  Tenant which does not have, in Landlord’s reasonable opinion, sufficient
  financial resources to operate the Premises in a first class manner; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
          (6)          Landlord
  shall not be required to expend any amount of money to alter, remodel, or
  otherwise make the Premises suitable for use by a proposed Substitute Tenant
  unless:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
              (i)          Tenant
  pays any such sum to Landlord in advance of Landlord’s execution of a lease
  with such tenant (which payment shall not be in lieu of any damages or other
  sums to which Landlord may be entitled as a result of Tenant’s default under
  this Lease); or 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
              (ii)              Landlord,
  in Landlord’s reasonable discretion, determines that any such expenditure is
  financially justified in connection with entering into any such substitute
  lease. 


	
 

	
 

	
 

	
 


	
 

	
          F.
            All
  property of Tenant removed from the Premises by Landlord pursuant to any
  provision of this Lease or applicable law may be handled, removed or stored
  by Landlord at the cost and expense of Tenant, and Landlord shall not be
  responsible in any event for the 











	
 

	
 

	
 

	
 


	
 

	
value,
  preservation or safekeeping thereof. Tenant shall pay Landlord for all
  expenses incurred by Landlord with respect to such removal and storage so
  long as the same is in Landlord’s possession or under Landlord’s control. All
  such property not removed from the Premises or retaken from storage by Tenant
  within thirty (30) days after the end of the Term or the termination of
  Tenant’s right to possession of the Premises, however terminated, at Landlord’s
  option, shall be conclusively deemed to have been conveyed by Tenant to
  Landlord as by bill of sale without further payment or credit by Landlord to
  Tenant.


	
 

	
 


	
 

	
          G.
            Tenant
  hereby grants to Landlord a first lien upon the interest of Tenant under this
  Lease to secure the payment of moneys due under this Lease, which lien may be
  enforced in equity, and Landlord shall be entitled as a matter of right to
  have a receiver appointed to take possession of the Premises and relet the same
  under order of court.


	
 

	
 

	
 

	
 


	
 

	
          H.
            If Tenant
  is adjudged bankrupt, or a trustee in bankruptcy is appointed for Tenant,
  Landlord and Tenant, to the extent permitted by law, agree to request that
  the trustee in bankruptcy determine within sixty (60) days thereafter whether
  to assume or to reject this Lease.


	
 

	
 

	
 

	
 


	
 

	
          I.          The
  receipt by Landlord of less than the full rent due shall not be construed to
  be other than a payment on account of rent then due, nor shall any statement
  on Tenant’s check or any letter accompanying Tenant’s check be deemed an
  accord and satisfaction, and Landlord may accept such payment without
  prejudice to Landlord’s right to recover the balance of the rent due or to
  pursue any other remedies provided in this lease. The acceptance by Landlord
  of rent hereunder shall not be construed to be a waiver of any breach by
  Tenant of any term, covenant or condition of this Lease. No act or omission
  by Landlord or its employees or agents during the term of this Lease shall be
  deemed an acceptance of a surrender of the Premises, and no agreement to
  accept such a surrender shall be valid unless in writing and signed by
  Landlord.


	
 

	
 

	
 

	
 


	
 

	
          J.          In
  the event of any litigation between Tenant and Landlord to enforce any
  provision of this Lease or any right of either party hereto, the unsuccessful
  party to such litigation shall pay to the successful party all costs and
  expenses, including reasonable attorney’s fees, incurred therein.
  Furthermore, if Landlord, without fault, is made a party to any litigation
  instituted by or against Tenant, Tenant shall indemnify Landlord against, and
  protect, defend, and save it harmless from, all costs and expenses, including
  reasonable attorney’s fees, incurred by it in connection therewith. If
  Tenant, without fault, is made party to any litigation instituted by or
  against Landlord, Landlord shall indemnify Tenant against, and protect,
  defend, and save it harmless from, all costs and expenses, including
  reasonable attorney’s fees, incurred by it in connection therewith.


	
 

	
 

	
 

	
 


	
 

	
24.
            No Waiver





          Failure
of Landlord to declare any default immediately upon its occurrence, or delay in
taking any action in connection with an event of default, shall not constitute
a waiver of such default, nor shall it constitute an estoppel against Landlord,
but Landlord shall have the right to declare the default at any time and take
such action as is lawful or authorized under this Lease. Failure by Landlord to
enforce its rights with respect to any one default shall not constitute a
waiver of its rights with respect to any subsequent default. 


          25.          Peaceful
Enjoyment


          Tenant
shall, and may peacefully have, hold, and enjoy the Premises, subject to the
other terms hereof, provided that Tenant pays the Rent and other sums herein
recited to be paid by Tenant and timely performs all of Tenant’s covenants and
agreements herein contained. This covenant and any and all 







other covenants of Landlord shall be binding upon
Landlord and its successors only with respect to breaches occurring during its
or their respective periods of ownership of the Landlord’s interest hereunder.


	
 

	
 

	
 


	
 

	
26.

	
INTENTIONALLY
  OMITTED (Substitution)


	
 

	
 

	
 


	
 

	
27.

	
Holdinq
  Over





          In
the event of holding over by Tenant after expiration or other termination of
this Lease or in the event Tenant continues to occupy the Premises after the
termination of Tenant’s right of possession pursuant to Section 23.A(3) hereof,
occupancy of the Premises subsequent to such termination or expiration shall be
that of a tenancy at sufferance and in no event for month-to-month or
year-to-year. Tenant shall, throughout the entire holdover period, be subject
to all the terms and provisions of this Lease and shall pay for its use and
occupancy an amount (on a per month basis without reduction for any partial
months during any such holdover) equal to equal to (i) during the first month
of holdover, one and three-quarters times the sum (or 175%) of the Base Rent
and Additional Rent which would have been applicable had the Lease Term
continued through the period of such holding over by Tenant and (ii)
thereafter, twice the sum (or 200%) of (a) the greater of then current market rate,
or (b) the Base Rent and Additional Rent which would have been applicable had
the Lease Term continued through the period of such holding over by Tenant. No
holding over by Tenant or payments of money by Tenant to Landlord after the
expiration of the Lease Term shall be construed to extend the Lease Term or
prevent Landlord from recovery of immediate possession of the Premises by
summary proceedings or otherwise unless Landlord has sent written notice to
Tenant that Landlord has elected to extend the Lease Term. In addition to the
obligation to pay the amounts set forth above during any such holdover period,
Tenant shall also be liable to Landlord for all damages, including, without
limitation, any consequential damages, which Landlord may suffer by reason of
any holding over by Tenant and Tenant shall also indemnify Landlord against any
and all claims made by any other tenant or prospective tenant against Landlord
for delay by Landlord in delivering possession of the Premises to such other
tenant or prospective tenant.


	
 

	
 

	
 


	
 

	
28.

	
Subordination
  to Mortgage/Estoppel Certificate





          Tenant
accepts this Lease subject and subordinate to any mortgage, deed of trust or
other lien presently existing or hereafter arising upon the Premises, or upon
the Building and/or the Property and to any renewals, modifications,
refinancings and extensions thereof, but Tenant agrees that any such mortgagee
shall have the right at any time to subordinate such mortgage, deed of trust or
other lien to this Lease on such terms and subject to such conditions as such
mortgagee may deem appropriate in its discretion. The provisions of the
foregoing sentence shall be self-operative and no further instrument of
subordination shall be required; provided, however, such subordination with
respect to any mortgage, deed of trust or related security instrument hereafter
placed upon or recorded against the Premises or the Building as a whole will be
conditioned upon the holder thereof executing a subordination, nondisturbance
and attornment agreement on the lender’s standard form. However, Landlord is
hereby irrevocably vested with full power and authority to subordinate this
Lease to any mortgage, deed of trust or other lien now existing or hereafter
placed upon the Premises, or the Building and/or the Property and Tenant agrees
within ten (10) business days after demand to execute such further instruments
subordinating this Lease or attorning to the holder of any such liens as
Landlord may request including, without limitation, the form attached hereto as
Exhibit F. Landlord shall obtain from the holder of any mortgage, deed of trust
or related security instrument encumbering the Building as of the date hereof,
the holder’s agreement not to disturb Tenant’s occupancy in accordance with this
Lease, as set forth in Exhibit F, so long as Tenant fulfills all of its
obligations under this Lease. In the event that Tenant should fail to execute
any subordination or other agreement required by this Section promptly as
requested, such failure shall constitute an Event of Default hereunder which
shall not be subject to any notice or cure period. Tenant agrees that it will
from time-to-time upon request by Landlord execute and deliver to such persons
as Landlord shall request a statement in recordable form certifying that this
Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full 







force and effect as so modified), stating the dates to
which rent and other charges payable under this Lease have been paid, stating
that Landlord is not in default hereunder (or if Tenant alleges a default
stating the nature of such alleged default) and further stating such other
matters as Landlord shall reasonably require. Tenant agrees periodically to
furnish within ten (10) business days after so requested by Landlord, ground
lessor or the holder of any deed of trust, mortgage or security agreement
covering the Building, the Property, or any interest of Landlord therein, a
certificate signed by Tenant certifying (a) that this Lease is in full force
and effect and unmodified (or if there have been modifications, that the same
is in full force and effect as modified and stating the modifications), (b) as
to the Commencement Date and the date through which Base Rent and Tenant’s
Additional Rent have been paid, (c) that Tenant has accepted possession of the
Premises and that any improvements required by the terms of this Lease to be
made by Landlord have been completed to the satisfaction of Tenant, (d) that
except as stated in the certificate no rent has been paid more than thirty (30)
days in advance of its due date, (e) that the address for notices to be sent to
Tenant is as set forth in this Lease (or has been changed by notice duly given
and is as set forth in the certificate), (f) that except as stated in the
certificate, Tenant, as of the date of such certificate, has no charge, lien,
or claim of offset against rent due or to become due, (g) that except as stated
in the certificate, Landlord is not then in default under this Lease, (h) as to
the amount of the Approximate Rentable Area of the Premises then occupied by
Tenant, (i) that there are no renewal or extension options, purchase options,
rights of first refusal or the like in favor of Tenant except as set forth in
this Lease, (i) the amount and nature of accounts payable to Landlord under
terms of this Lease, and (k) as to such other matters as may be requested by
Landlord or ground lessor or the holder of any such deed of trust, mortgage or
security agreement. Any such certificate may be relied upon by any ground
lessor, prospective purchaser, secured party, mortgagee or any beneficiary
under any mortgage, deed of trust on the Building or the Property or any part
thereof or interest of Landlord therein. Landlord agrees periodically to
furnish within ten (10) business days after so requested by Tenant, a
certificate signed by Landlord certifying (a) that this Lease is in full force
and effect and unmodified (or if there have been modifications, that the same
is in full force and effect as modified and stating the modifications), (b) as
to the Commencement Date and the date through which Base Rent and Tenant’s
Additional Rent have been paid, (c) that Tenant has accepted possession of the
Premises and that any improvements required by the terms of this Lease to be
made by Landlord have been completed to the satisfaction of Tenant, (d) that
except as stated in the certificate no rent has been paid more than thirty (30)
days in advance of its due date, (e) that the address for notices to be sent to
Landlord is as set forth in this Lease (or has been changed by notice duly
given and is as set forth in the certificate), (f) that except as stated in the
certificate, Tenant, as of the date of such certificate, has no charge, lien,
or claim of offset against rent due or to become due, (g) that except as stated
in the certificate, Tenant is not then in default under this Lease, (h) as to
the amount of the Approximate Rentable Area of the Premises then occupied by
Tenant, (i) that there are no renewal or extension options, purchase options,
rights of first refusal or the like in favor of Tenant except as set forth in
this Lease, 0) the amount and nature of accounts payable to Landlord under
terms of this Lease, and (k) as to such other matters as may be requested by
Tenant.


	
 

	
 

	
 


	
 

	
29.

	
Notice





          Any
notice required or permitted to be given under this Lease or by law shall be
deemed to have been given if it is written and delivered in person or mailed by
Registered or Certified mail, postage prepaid, or sent by a nationally
recognized overnight delivery service to the party who is to receive such
notice at the address specified in Section 1.AA of this Lease. When so mailed,
the notice shall be deemed to have been given two (2) business days after the
date it was mailed. When sent by overnight delivery service, the notice shall
be deemed to have been given on the next business day after deposit with such
overnight delivery service. The address specified in Section 1.AA of this Lease
may be changed from time to time by giving written notice thereof to the other
party.


	
 

	
 

	
 


	
 

	
30.

	
INTENTIONALLY
  OMITTED











	
 

	
 

	
 


	
 

	
31.

	
Surrender
  of Premises





          Upon
the termination, whether by lapse of time or otherwise, or upon any termination
of Tenant’s right to possession without termination of this Lease, Tenant will
at once surrender possession and vacate the Premises, together with all
Leasehold Improvements (except those Leasehold Improvements Tenant is required
to remove pursuant to Section 8 hereof), to Landlord in as good condition as
the Commencement Date, ordinary wear and tear excepted, conditions existing
because of Tenant’s failure to perform maintenance, repairs or replacements as
required of Tenant under this Lease shall not be deemed “reasonable wear and
tear.” Tenant shall surrender to Landlord all keys to the Premises and make
known to Landlord the explanation of all combination locks which Tenant is
permitted to leave on the Premises. Subject to the Landlord’s rights under
Section 23 hereof, if Tenant fails to remove any of Tenant’s Property within
one (1) day after the termination of this Lease, or Tenant’s right to
possession hereunder, Landlord, at Tenant’s sole cost and expenses, shall be
entitled to remove and/or store such Tenant’s Property and Landlord shall be in
no event be responsible for the value, preservation or safekeeping thereof.
Tenant shall pay Landlord, upon demand, any and all reasonable expenses caused
by such removal and all storage charges against such property so long as the
same shall be in possession of Landlord or under the control of Landlord. In
addition, if Tenant fails to remove any Tenant’s Property from the Premises or
storage, as the case may be, within ten (10) days after written notice from
Landlord, Landlord, at its option, may deem all or any part of such Tenant’s
Property to have been abandoned by Tenant and title thereof shall immediately
pass to Landlord under this Lease as by a bill of sale.


	
 

	
 

	
 


	
 

	
32.

	
Rights
  Reserved to Landlord





          Landlord
reserves the following rights, exercisable without notice, except as provided
herein, and without liability to Tenant for damage or injury to property,
person or business and without affecting an eviction or disturbance of Tenant’s
use or possession or giving rise to any claim for setoff or abatement of rent
or affecting any of Tenant’s obligations under this Lease: (1) upon thirty (30)
days prior notice to change the name or street address of the Building;
provided that if such change is not required by a governmental entity, Landlord
shall pay the reasonable costs (up to $1,000) of reprinting Tenant’s stationary
on hand at the time of notice to Tenant of such change; (2) to install and
maintain signs on the exterior and interior of the Building so long as such
signs do not cover any portion of Tenant’s windows; (3) to designate and
approve window coverings to present a uniform exterior appearance; (4) to make
any decorations, alterations, additions, improvements to the Building or
Property, or any part thereof (including, with prior notice, the Premises)
which Landlord shall desire, or deem necessary for the safety, protection,
preservation or improvement of the Building or Property (so long as such
decorations, alterations, additions, or improvements to the Premises do not
materially alter Tenant’s ability to use the Premises for its intended use or
materially interfere with Tenant’s business operations) or as Landlord may be
required to do by law; (5) to have access to the Premises at reasonable hours to
perform its duties and obligations and to exercise its rights under this Lease
as provided above; (6) to retain at all times and to use in appropriate
instances, pass keys to all locks within and to the Premises; (7) to reasonably
approve the weight, size, or location of heavy equipment, or articles within
the Premises; (8) to close or restrict access to the Building at all times
other than Normal Building Hours subject to Tenant’s right to admittance at all
times under such regulations as Landlord may reasonably prescribe from time to
time, or to close (temporarily or permanently) any of the entrances to the
Building; provided Landlord shall have the right to restrict or prohibit access
to the Building or the Premises at any time Landlord determines it is reasonably
necessary to do so to minimize the risk of injuries or death to persons or
damage to property; (9) to change the arrangement and/or location of entrances
of passageways, doors and doorways, corridors, elevators, stairs, toilets and
public parts of the Building or Property so long as such change does not
interfere with Tenant’s ability to use the Premises for its intended use; (10)
to regulate access to telephone, electrical and other utility closets in the
Building and to require use of designated contractors for any work involving
access to the same; (11) if Tenant has permanently vacated the Premises during
the last six (6) months of the Lease Term, to perform additions, alterations
and improvements to the Premises in connection with a reletting or anticipated
reletting thereof without being responsible or liable for the value or
preservation of any then existing 








improvements to the Premises; and (12) to grant to
anyone the exclusive right to conduct any business or undertaking in the
Building provided Landlord’s exercise of its rights under this clause 12, shall
not be deemed to prohibit Tenant from the operation of its business in the
Premises and shall not constitute a constructive eviction.


	
 

	
 

	
 


	
 

	
33.

	
 Miscellaneous.








	
 

	
 


	
 

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


	
 

	
 


	
 

	
          B.          Landlord
  and Tenant agree not to record this Lease or any short form or memorandum
  hereof, unless required by Landlord’s mortgagee.


	
 

	
 


	
 

	
          C.          This
  Lease and the rights and obligations of the parties hereto shall be
  interpreted, construed, and enforced in accordance with the laws of the state
  in which the Building is located.


	
 

	
 


	
 

	
          D.          Events
  of “Force
  Majeure” shall include strikes, riots, acts of God, shortages of
  labor or materials, war, governmental laws, regulations or restrictions, or
  any other cause whatsoever beyond the control of Landlord or Tenant, as the
  case may be. Whenever a period of time is herein prescribed for the taking of
  any action by Landlord or Tenant (other than the payment of Rent and all
  other such sums of money as shall become due hereunder), such party shall not
  be liable or responsible for, there shall be excluded from the computation of
  such period of time, any delays due to events of Force Majeure.


	
 

	
 


	
 

	
          E.          Except
  as expressly otherwise herein provided, with respect to all required acts of
  Tenant and Landlord, time is of the essence of this Lease.


	
 

	
 


	
 

	
          F.          Landlord
  shall have the right to transfer and assign, in whole or in part, all of its
  rights and obligations hereunder and in the Building and Property referred to
  herein, Landlord shall notify Tenant of such transfer, and in such event and
  upon such transfer Landlord shall be released from any further obligations
  hereunder, and Tenant agrees to look solely to such successor in interest of
  Landlord for the performance of such obligations.


	
 

	
 


	
 

	
          G.          Tenant
  hereby represents to Landlord that it has dealt directly with and only with
  the Broker as a broker in connection with this Lease. Landlord and Tenant
  hereby indemnify and hold each other harmless against any loss, claim,
  expense or liability with respect to any commissions or brokerage fees
  claimed on account of the execution and/or renewal of this Lease due to any
  action of the indemnifying party.


	
 

	
 


	
 

	
          H.          If
  there is more than one Tenant, or if the Tenant as such is comprised of more
  than one person or entity, the obligations hereunder imposed upon Tenant
  shall be joint and several obligations of all such parties. All notices,
  payments, and agreements given or made by, with or to any one of such persons
  or entities shall be deemed to have been given or made by, with or to all of
  them.


	
 

	
 


	
 

	
          I.          The
  individual signing this Lease on behalf of Tenant represents (1) that such
  individual is duly authorized to execute or attest and deliver this Lease on
  behalf of Tenant in accordance with the organizational documents of Tenant;
  (2) that this Lease is binding upon Tenant; (3) that Tenant is duly organized
  and legally existing in the state of its organization, and is qualified to do
  business in the state in which the Premises is located. The individual
  signing this Lease on behalf of Landlord represents (1) that such individual
  is duly authorized 











	
 

	
 


	
 

	
to execute or attest and deliver this Lease on
  behalf of Landlord in accordance with the organizational documents of
  Landlord; (2) that this Lease is binding upon Landlord; (3) that Landlord is
  duly organized and legally existing in the state of its organization, and is
  qualified to do business in the state in which the Premises is located.


	
 

	
 


	
 

	
          J.          Tenant
  acknowledges that the financial capability of Tenant to perform its
  obligations hereunder is material to Landlord and that Landlord would not
  enter into this Lease but for its belief, based on its review of Tenant’s
  financial statements, that Tenant is capable of performing such financial
  obligations. Tenant hereby represents, warrants and certifies to Landlord
  that its financial statements previously furnished to Landlord were at the
  time given true and correct in all material respects and that there have been
  no material subsequent changes thereto as of the date of this Lease.


	
 

	
 


	
 

	
          K.          Notwithstanding
  anything to the contrary contained in this Lease, the expiration of the Lease
  Term, whether by lapse of time or otherwise, shall not relieve either party
  from its obligations accruing prior to the expiration of the Lease Term, and
  such obligations shall survive any such expiration or other termination of
  the Lease Term.


	
 

	
 


	
 

	
          L.          Landlord
  has delivered a copy of this Lease to Tenant for Tenant’s review only, and
  the delivery hereof does not constitute an offer to Tenant or an option. This
  Lease shall not be effective until an original of this Lease executed by both
  Landlord and Tenant is delivered to and accepted by Landlord, and this Lease
  has been approved by Landlord’s mortgagee, if required.


	
 

	
 


	
 

	
          M.          Landlord
  and Tenant understand, agree and acknowledge that (i) this Lease has been
  freely negotiated by both parties; and (ii) in any controversy, dispute or
  contest over the meaning, interpretation, validity, or enforceability of this
  Lease or any of its terms or conditions, there shall be not inference, presumption,
  or conclusion drawn whatsoever against either party by virtue of that party
  having drafted this Lease or any portion thereof.


	
 

	
 


	
 

	
          N.          The
  headings and titles to the paragraphs of this Lease are for convenience only
  and shall have no affect upon the construction or interpretation of any part
  hereof.


	
 

	
 


	
 

	
          O.          Receipt
  by Landlord of Tenant’s keys to the Premises shall not constitute an
  acceptance of surrender of the Premises.


	
 

	
 


	
 

	
          P.          All
  sums due and owing by Tenant to Landlord herein shall be defined as
  Additional Rent, except to the extent that they constitute Base Rent.


	
 

	
 


	
 

	
          Q.          By
  taking possession of the Premises, Tenant is deemed to have accepted the
  Premises and agreed that the Premises is in good order and satisfactory
  condition subject to the provisions of this Lease, with no representation or
  warranty by Landlord as to the condition of the Premises or the Building or
  suitability thereof for Tenant’s use other than as otherwise provided herein.


	
 

	
 


	
 

	
          R.          Waiver
  of Jury Trial. Landlord and Tenant each hereby knowingly and
  voluntarily waive any and all right to trial by jury in any action, suit,
  proceeding, or counterclaim brought by Landlord or Tenant against the other
  party regarding any matter whatsoever arising out of or in any way connected
  with this Lease, including, but not limited to, the relationship of Landlord
  and Tenant hereunder, Tenant’s use or occupancy of the Premises, or claim for
  injury or damage.


	
 

	
 


	
 

	
          S.          Parking.
  During the Lease Term, Tenant will have the non-exclusive use in common with
  Landlord, other tenants of the Building (or the complex in which the Building
  is 











	
 

	
 


	
 

	
located, in a multi-building complex), their guests
  and invitees, of the non-reserved common automobile parking areas, driveways,
  and footways, subject to rules and regulations for the use thereof as
  prescribed from time to time by Landlord. Tenant’s use of the Building’s
  parking areas may not exceed 54 non-reserved parking spaces, at no charge to
  Tenant. No specific designated parking spaces will be assigned to Tenant
  unless otherwise agreed by Landlord and Tenant in writing. Landlord will have
  the right to reserve parking spaces as it reasonably elects and condition use
  thereof on such terms as it elects so long as the exercise of such right does
  not unreasonably restrict Tenant’s ability to use its parking spaces.


	
 

	
 


	
 

	
          All
  such parking shall be subject to rules and regulations for the use thereof as
  reasonably prescribed from time to time by Landlord. Landlord will not be
  responsible for money, jewelry, automobiles or other personal property lost
  in or stolen from the Building’s parking areas, or for vandalism to
  automobiles occurring in the Building’s parking areas, it being agreed that,
  to the fullest extent permitted by law, the use of the Building’s parking
  areas will be at the sole risk of Tenant and its employees. Upon reasonable
  notice to Tenant. Landlord will have the right to temporarily close the
  Building’s parking areas to perform necessary repairs, maintenance and
  improvements to the parking areas.


	
 

	
 


	
 

	
          T.          Telecommunications.
  There are installed in the Building telephone riser cables (collectively the “riser
  cables”) from the outside of the Building to the terminal block on
  each floor in the Building. Subject to Landlord’s supervision and reasonable
  approval, which approval shall not be unreasonably withheld, conditioned or
  delayed. Tenant shall have the right to use the riser cables by installing
  telecommunication lines from the Premises to the terminal block on the floor
  or floors on which the Premises are located (such lines, and any other
  voice/data cables, lines or wires used or installed by or for Tenant and
  serving the Premises are referred to as the “telecommunication lines”).
  Landlord, however, makes no representations or warranties with respect to the
  capacity, suitability or design of the riser cables or terminal blocks. If
  there is more than one tenant on a floor. Landlord will allocate hook-ups to
  the terminal block based on the proportion of rentable square feet that each
  tenant occupies on the floor. The installation and hook-up of
  telecommunication lines by Tenant will be subject to all of the terms and
  conditions of this Lease, including, without limitation. Section 10
  of this Lease. Tenant will have no rights or interest in the riser cables and
  terminal blocks in the Building therein except as set forth herein. Under no
  circumstances will Landlord or its agents or employees be liable for, and
  Tenant and each of its subtenants waives all claims with respect to, any
  damages or losses sustained by it or any occupant of the Premises, including
  any property or consequential damages, resulting from operating or
  maintenance of the riser cables and terminal blocks. Without limiting the
  generality of the foregoing, in no event shall Landlord be liable for: (a)
  any damage to Tenant’s or its subtenants’ telephone lines, telephones or
  other equipment connected to the telecommunication lines, (b) interruption or
  failure of, or interference with, telephone or other service coming through
  the telecommunication lines to the Premises, or (e) unauthorized
  eavesdropping or wiretapping. All telephone and telecommunications desired by
  Tenant must be ordered and utilized at the sole expense of Tenant. All of
  Tenant’s telecommunications equipment must be and remain solely in the
  Premises, in accordance with this Lease and with the rules and regulations
  adopted by Landlord from time to time.


	
 

	
 


	
 

	
          Any
  and all telecommunications lines and equipment installed in the Premises or
  elsewhere in the Building by or on behalf of Tenant must be removed before
  the expiration or earlier termination of this Lease, by Tenant at its sole
  cost or, at Landlord’s election, by Landlord at Tenant’s sole and reasonable
  cost, with such cost to be paid as Additional Rent. However, Landlord will
  have the right, upon written notice to Tenant given no later than 30 days
  before the expiration or earlier termination of this Lease, to require Tenant
  to abandon and leave in place, without additional payment to Tenant or credit
  against rent, any and all telecommunication lines and related infrastructure,
  or selected components thereof, other than Tenant’s telephone and
  communications equipment, whether located in the Premises or











	
 

	
 


	
 

	
elsewhere in the Project. Tenant covenants and
  agrees that at the termination or expiration of this Lease, Tenant will be
  the sole owner of such telecommunication lines and related equipment and
  infrastructure, such that if Landlord elects to require such
  telecommunication lines and related equipment and infrastructure to remain in
  place, Landlord will become the sole owner thereof upon expiration or termination
  of this Lease; Tenant further covenants that such telecommunication lines and
  related equipment and infrastructure will be free of all liens and
  encumbrances, and that such telecommunication lines will be in good
  condition, working order. and properly labeled at each end and in each
  telecommunications/electrical closet and junction box. The provisions of this
  grammatical paragraph will survive expiration or termination of this Lease.


	
 

	
 


	
 

	
          If
  Tenant wishes at any time to utilize the services of a telecommunications
  provider whose equipment is not then servicing the Building, no such provider
  will be permitted to install its lines or other equipment within the Building
  or on the Project without first securing the prior written consent of
  Landlord, which consent shall not be unreasonably withheld, conditioned or
  delayed provided that such installation does not require any infrastructure
  modifications to the Building or the Property. If telecommunications
  equipment, wiring, and facilities installed by or at the request of Tenant
  within the Premises, or elsewhere within or on the Building or Project causes
  interference to equipment used by another party, Tenant will (i) assume all
  liability related to such interference, and will indemnify and hold Landlord
  harmless from any liabilities and claims against Landlord resulting from such
  interference, (ii) use reasonable efforts, and cooperate with Landlord and
  other parties, to promptly eliminate such interference, (iii) if Tenant is
  unable to promptly eliminate such interference, substitute alternative
  equipment which remedies the situation, and (iv) if such interference
  persists, discontinue the use of the equipment causing such interference and,
  at Landlord’s reasonable discretion, remove such equipment.


	
 

	
 


	
 

	
          U.          Waiver.
  Notwithstanding the foregoing, Landlord is not and will not be obligated to
  provide a security guard or any other security services for the Property.
  Under no circumstances will Landlord or its managing agent or their
  respective agents or employees be liable for, and Tenant waives all claims
  with respect to, (a) any damages, injuries or losses sustained by Tenant or
  any occupant of the Premises or their respective agents, employees, licensees
  or invitees, including any property or consequential damages, resulting from
  Landlord’s failure to provide security or adequate security for the Property,
  or (b) losses due to theft or burglary, or (c) the damages done by
  unauthorized persons on the Premises and neither will Landlord be required to
  insure against any such losses. Tenant will cooperate fully in Landlord’s
  efforts to maintain security in the Project and will follow all rules and
  regulations promulgated by Landlord with respect thereto.


	
 

	
 


	
 

	
34.     Entire Agreement





         This
Lease, including the following Exhibits:


	
 

	
 


	
 

	
Exhibit A - Outline and Location of Premises 


	
 

	
 


	
 

	
Exhibit B - Rules and Regulations


	
 

	
 


	
 

	
Exhibit C - Payment of Basic Costs 


	
 

	
 


	
 

	
Exhibit D - Work Letter Agreement 


	
 

	
 


	
 

	
Exhibit E - Commencement Letter (Sample)


	
 

	
 


	
 

	
Exhibit F - Form of Subordination, Non-Disturbance
  and Attornment Agreement 


	
 

	
 


	
 

	
Exhibit G - Form of Letter of Credit


	
 

	
 


	
 

	
Exhibit H - Outline and Location of Offer Space 


	
 

	
 


	
 

	
Exhibit I - Installation Standards





constitutes the entire agreement between the parties
hereto with respect to the subject matter of this Lease and supersedes all
prior agreements and understandings between the parties related to the
Premises, including all lease proposals, letters of intent and similar
documents. Tenant expressly 







acknowledges and agrees that Landlord has not made and
is not making, and Tenant, in executing and delivering this Lease, is not
relying upon, any warranties, representations, promises or statements, except to
the extent that the same are expressly set forth in this Lease. All
understandings and agreements heretofore had between the parties are merged in
this Lease which alone fully and completely expresses the agreement of the
parties, neither party relying upon any statement or representation not
embodied in this Lease. This Lease may be
modified only be a written agreement signed by Landlord and Tenant. Landlord
and Tenant expressly agree that there are and shall be no implied warranties of
merchantability, habitability, suitability, fitness for a particular purpose or
of any other kind arising out of this Lease, all of which are hereby waived by
Tenant, and that there are no warranties which extend beyond those expressly
set forth in this Lease.


	
 

	
 

	
 


	
 

	
35.

	
LIMITATION OF LIABILITY





          EXCEPT
TO THE EXTENT SPECIFICALLY ADDRESSED HEREIN, TENANT SHALL NOT HAVE THE RIGHT TO
AN ABATEMENT OF RENT OR TO TERMINATE THIS LEASE AS A RESULT OF LANDLORD’S
DEFAULT AS TO ANY COVENANT OR AGREEMENT CONTAINED IN THIS LEASE OR AS A RESULT
OF THE BREACH OF ANY PROMISE OR INDUCEMENT IN CONNECTION HEREWITH, WHETHER IN
THIS LEASE OR ELSEWHERE AND TENANT HEREBY WAIVES SUCH REMEDIES OF ABATEMENT OF
RENT AND TERMINATION. TENANT HEREBY AGREES THAT TENANT’S REMEDIES FOR DEFAULT
HEREUNDER OR IN ANY WAY ARISING IN CONNECTION WITH THIS LEASE INCLUDING ANY
BREACH OF ANY PROMISE OR INDUCEMENT OR WARRANTY, EXPRESSED OR IMPLIED, SHALL BE
LIMITED TO SUIT FOR DIRECT AND PROXIMATE DAMAGES PROVIDED THAT TENANT HAS GIVEN
THE NOTICES AS HEREINAFTER REQUIRED. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD TO TENANT FOR ANY DEFAULT BY
LANDLORD UNDER THIS LEASE SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE
BUILDING AND THE PROPERTY AND TENANT AGREES TO LOOK SOLELY TO LANDLORD’S
INTEREST IN THE BUILDING AND THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT
AGAINST THE LANDLORD, IT BEING INTENDED THAT LANDLORD SHALL NOT BE PERSONALLY
LIABLE FOR ANY JUDGMENT OR DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO
THE FILING OF ANY SUIT FOR DIRECT AND PROXIMATE DAMAGES, IT SHALL GIVE LANDLORD
AND ALL MORTGAGEES WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF
TRUST LIENS ON THE PROPERTY, BUILDING OR PREMISES (“LANDLORD MORTGAGEES”)
NOTICE AND REASONABLE TIME TO CURE ANY ALLEGED DEFAULT BY LANDLORD.


	
 

	
 

	
 


	
 

	
36.

	
Letter of Credit








	
 

	
 

	
 


	
 

	
          A.          The
cash security deposit in the amount of the
  required Security Deposit which is initially $350,000, as set forth in
  Section 1.G of this Lease, shall be delivered to by Tenant to Landlord
  contemporaneously with Tenant’s execution and delivery of this Lease. On or
  before the date which is 45 days after this Lease is fully executed by
  Landlord and Tenant, Tenant will deliver to Landlord an irrevocable letter of
  credit payable in Somerset, New Jersey issued for the benefit of the Landlord
  by a bank at all times having a C rating or better in Fitch’s, and otherwise
  satisfactory to Landlord, in the amount of the required Security Deposit as
  set forth in Section 1.G of this Lease. The letter of credit will be
  irrevocable for the term thereof and will provide that it is automatically
  renewable for a period ending not earlier than 60 days after the expiration
  of the Lease Term without any action whatsoever on the part of Landlord.
  However, the issuing bank will have the right not to renew said letter of
  credit on written notice to Landlord given not less than 30 days before the
  expiration of the then current term thereof (it being understood, however,
  that the privilege of the issuing bank not to renew said letter of credit
  will not, in any event, diminish the obligation of Tenant to maintain such
  irrevocable letter of credit with Landlord through the date which is thirty
  (30) days after the expiration of the Lease Term). Tenant must be the
  applicant of the letter of credit. Upon receipt of a letter of credit from
  Tenant in 











	
 

	
 


	
 

	
conformance with the terms of
  Section 36.8, the balance of the cash Security Deposit shall be returned by
  Landlord to Tenant.


	
 

	
 


	
 

	
 


	
 

	
          B.
            The letter of credit must be issued by a bank
  satisfactory to Landlord, must be in the form of Exhibit G, and must provide,
  among other things, in effect that:








	
 

	
 

	
 


	
 

	
 

	
          (1)          Landlord,
or its then managing agent, will have
  the right to draw down an amount up to the face amount of the letter of
  credit upon the presentation to the issuing bank of Landlord’s (or Landlord’s
  then managing agent’s) statement that the drawer is entitled to draw upon the
  letter of credit pursuant to this Lease, it being understood that if Landlord
  or its managing agent is a corporation, partnership or other entity, then
  such statement will be signed by an officer (if a corporation), a general
  partner (if a partnership), or any authorized party (if another entity);


	
 

	
 

	
 


	
 

	
 

	
          (2)          The
letter of credit will be honored by the
  issuing bank within 1 business day after presentment, without inquiry as to
  the accuracy thereof and regardless of whether the Tenant disputes the
  content of such statement;


	
 

	
 

	
 


	
 

	
 

	
          (3)          In
the event of a transfer of Landlord’s interest
  in the Building, Landlord will have the right to transfer the letter of
  credit to the transferee without the payment of any transfer fees, and
  thereupon the Landlord will, without any further agreement between the
  parties, be released by Tenant from all liability therefor, and it is agreed
  that the provisions hereof shall apply to every transfer or assignment of
  said letter of credit to a new Landlord. Landlord agrees to promptly notify
  Tenant of any such transfer; and


	
 

	
 

	
 


	
 

	
 

	
          (4)          If
the expiration date of the letter of credit is
  a day on which the issuer’s offices are closed for any reason other than a
  force majeure event, the expiration date shall automatically be extended to
  the next day that the issuer’s offices are open. If the expiration date is a
  day on which the issuer’s offices
  are closed because of a force majeure event, the expiration date shall
  automatically be extended to the 30th calendar day on which the issuer’s offices are
  open following such interruption.








	
 

	
 


	
 

	
          C.          Landlord
may draw upon the letter of credit if
  Tenant has failed to fulfill one or more of its obligations under this Lease.
  If, as a result of any such application of all or any part of such security,
  the amount secured by the letter of credit is less than the amount of the
  required Security Deposit as set forth in Section 1(G) of this Lease (or such
  reduced amount as may be permitted by Section 36,F), Tenant will forthwith provide Landlord with an
  additional sum either in cash or letter(s) of credit (which form shall be in
  Tenant’s option), in an amount equal to the deficiency.


	
 

	
 


	
 

	
          D.          Tenant
further covenants that it will not assign
  or encumber said letter of credit or any part thereof and that neither
  Landlord nor its successors or assigns will be bound by any such assignment,
  encumbrance, attempted assignment or attempted encumbrance.


	
 

	
 


	
 

	
          E.          Without
limiting the generality of the foregoing,
  if the letter of credit expires earlier than 30 days after the expiration of the Lease Term, or
  the issuing bank notifies Landlord that it will not renew the letter of
  credit, Landlord will accept a renewal thereof or substitute letter of credit
  (such renewal or substitute letter of credit to be in effect not later than 30
  days prior to the expiration thereof),
  irrevocable and automatically renewable as above provided to 30 days after the end of the Lease Term upon the
  same terms as the expiring letter of credit or such other terms as may be
  acceptable to Landlord. However, (i) if the letter of credit is not timely
  renewed or a substitute letter of credit is not timely received, or (ii) if
  Tenant fails to maintain the letter of credit in the amount and terms set
  forth in this Section 36, Tenant, at
  least 30 days before the expiration
  of the letter of credit, or immediately upon its failure to 











	
 

	
 


	
 

	
comply with each and every term
  of this Paragraph 36, must deposit
  with Landlord cash security in the amounts required by, and to be held
  subject to and in accordance with, all of the terms and conditions set forth
  in Section 6 hereof, failing which
  the Landlord may present such letter of credit to the bank, in accordance
  with the terms of this Section 36, and
  the entire sum secured thereby will be paid to Landlord, to be held by
  Landlord as provided in this Section 36 and as provided in Section 6 hereof.


	
 

	
 


	
 

	
          F.          If
  and so long as no Event of Default exists and no condition exists which, with
  the giving of notice or passage of time of both, would constitute an Event of
  Default, as of the dates set forth below, then Landlord will permit the
  required amount of the required Security Deposit to be reduced beginning on
  the applicable dates set forth as follows:








	
 

	
 

	
 


	
Date on Which the Amount of the

  Security Deposit May Be Reduced

	
 

	
Amount of Security Deposit

  Required


	


	


	



	
Fourth anniversary of the

  Commencement Date

	
 

	
$250,000


	
 

	
 

	
 


	
Fifth anniversary of the

  Commencement Date

	
 

	
$150,000








	
 

	
 


	
 

	
In addition to the foregoing, if at any time during
  the Lease Term Tenant achieves a “BBB” rating from Moody’s or Standard and
  Poor’s, the Security Deposit may be reduced to $0; provided however, that if
  at any time thereafter Tenant fails to maintain such “BBB” rating, and the
  Security Deposit has been so reduced, Tenant shall immediately deposit with
  Landlord the amount of the Security Deposit that would have been required
  under this Lease had such rating never been achieved. If the amount of the required
  Security Deposit is reduced pursuant to the foregoing, Tenant will request in
  writing that Landlord return the excess cash Security Deposit (if any) held
  by Landlord, and Tenant will have sole responsibility for causing the amount
  of the letter credit to be reduced in accordance with this Section. Landlord
  agrees to cooperate with Tenant to achieve such reduction, subject to the
  terms and conditions as set forth in this Section.


	
 

	
 


	
 

	
          G.          In
  the event that Tenant fails to timely deliver the letter of credit as
  described in Section 36A Landlord shall be entitled to recover from Tenant,
  as liquidated damages, an amount equal to $1,000 per month (prorated for any
  partial month) that Tenant fails to deliver the letter of credit commencing
  on the day immediately following the date on which said letter of credit was
  due. The liquidated damages set forth in this Section are intended as a
  reasonable estimate of Landlord’s damages due to Tenant’s failure to deliver
  the letter of credit and as a settlement of the actual damages that might
  arise because of such failure. The parties agree that these damages are
  reasonable, bear significant relation to the actual damages that Landlord
  might sustain, which damages Tenant and Landlord agree would be uncertain and
  difficult to prove, and are not a penalty for Tenant’s failure to perform.
  The acceptance by Landlord of the liquidated damages set forth above shall
  not be deemed permission for Tenant to continue to violate the provisions of
  this Lease by not delivering the letter of credit, and shall not preclude
  Landlord from seeking any other remedy for such violation, which Landlord may
  pursue at any time while the violation continues.


	
 

	
 


	
 

	
37.          Renewal Option





          Subject to
the provisions set forth below, the Lease Term may be renewed, at the option of
Tenant, for two (2) additional periods of 60 months each (each individually
referred to as a “Renewal Term”, and collectively referred to as the “Renewal
Terms”). Each Renewal Term will be upon the same terms, covenants
and conditions contained in this Lease, excluding the provisions of Section 38
of this Lease and excluding the Work Letter Agreement, and except for the
amount of Base Rent payable during each Renewal Term. Any reference in this
Lease to the “Lease Term” will be deemed to include the Renewal Term and apply
thereto, unless it is expressly provided otherwise. Tenant will 







be deemed to
have accepted the Premises in “as-is” condition as of the commencement of each
Renewal Term, it being understood that Landlord will have no obligation to
renovate or remodel the Premises or any portion of the Building as a result of
Tenant’s renewal of this Lease. Tenant will have no renewal option beyond the
second aforesaid 60-month period.


	
 

	
 


	
 

	
          A.          The
  initial Base Rent during each Renewal Term for the Premises will be at a rate
  equal to the then prevailing market rate for renewals as reasonably
  determined by Landlord for tenants with creditworthiness similar to that of
  Tenant, for comparable space in the Building, and for a term equal or
  comparable to such Renewal Term. The Base Rent will increase by fixed amounts
  on each anniversary of the commencement of such Renewal Term based on
  prevailing market Base Rent increases applicable at the commencement of such
  Renewal Term, as reasonably determined by Landlord. Tenant’s obligation to
  pay Tenant’s Pro Rata Share of Basic Costs in excess of Basic Costs for the
  Base Year will continue during each Renewal Term. The Base Year for the
  Renewal Term will be adjusted to be the calendar year in which the Renewal
  Term commences.


	
 

	
 


	
 

	
          B.          Such
  option to renew will be exercised by Tenant by delivering an initial
  nonbinding notice to Landlord no later than 12 months prior to the Expiration
  Date of the initial Lease Term or the first Renewal Term, as the case may be,
  and not earlier than 60 days before such date, in which Tenant expresses its
  intention to exercise such option to renew. Within 30 days after receiving
  Tenant’s initial nonbinding notice, Landlord will notify Tenant (“Landlord’s
  Notice”) of Landlord’s calculation of (i) the initial prevailing
  market rate of Base Rent for the Premises as defined above, which calculation
  will reflect the market rate that would be payable per annum for a term
  commencing on the first day of such Renewal Term, and (ii) the prevailing
  market rate of increase in Base Rent, if any, applicable for such Renewal
  Term. If Tenant fails to give its initial nonbinding notice of intent to
  exercise its option to renew when due as provided in this Section 37, time
  being of the essence, Tenant will irrevocably be deemed to have waived such
  option, and any further option, to renew. Such calculation by Landlord will
  be final and will not be recalculated at the actual commencement of such
  Renewal Term (if any).


	
 

	
 


	
 

	
          C.          Within
  15 days after Landlord delivers Landlord’s Notice, Tenant will deliver to
  Landlord a final binding notice in which Tenant (i) elects to renew this
  Lease and accepts the terms stated in Landlord’s Notice, or (ii) declines to
  renew the Lease Term, or the first Renewal Term, as the case may be, in which
  case Tenant’s rights under this Section 37 will be null and void; If Tenant
  fails to notify Landlord within the 15-day period described above (after
  having given its initial nonbinding notice within the required time), time
  being of the essence, then Tenant will conclusively be deemed to have elected
  not to renew this Lease on the terms set forth in Landlord’s Notice and in
  this Section 37. After Tenant delivers its binding notice exercising its
  option to renew, Landlord will deliver to Tenant an amendment to this Lease reflecting
  the terms of the renewal, and Tenant will execute such amendment and deliver
  it to Landlord within 30 days after receipt. If Tenant fails to execute and
  deliver to Landlord the requisite amendment to this Lease within 30 days
  after Landlord’s delivery of such amendment to Tenant, such failure (i) will,
  if Landlord so elects in Landlord’s sole and absolute discretion, render
  Tenant’s exercise of such option, and any further option, to renew null and
  void; and (ii) will, if Landlord’s so elects in Landlord’s sole and absolute
  discretion, constitute an Event of Default.


	
 

	
 


	
 

	
          D.          Tenant’s
  right to exercise its option to renew this Lease pursuant to this Section 37
  is subject to the following conditions: (i) that on the date that Tenant
  delivers notice of its election to exercise its option to renew, and at the
  commencement of such Renewal Term, no Event of Default exists, and no
  condition exists which, with the giving of notice or the passage of time, or
  both, would constitute an Event of Default; and (ii) that Tenant has not
  assigned this Lease or sublet the Premises or any portion thereof, at any
  time during the period commencing with the date that Tenant delivers its
  notice to Landlord of Tenant’s exercise of such option to renew and ending on
  the commencement date of the












	
 

	
 

	
 


	
 

	
Renewal
  Term, or at any time prior to such period, if such assignment or sublease
  extends into such period.


	
 

	
 


	
 

	
38.

	
 Right of First Offer


	
 

	
 

	
 


	
 

	
          A.          For
  purposes of this Paragraph, “Offer Space” means the space on the
  first floor of the Building as depicted on Exhibit H attached to this
  Lease.


	
 

	
 


	
 

	
          B.          Subject
to the provisions set forth hereinafter,
  Tenant will have a one-time right of first offer to lease from Landlord the Offer
  Space. The provisions of this Section 38 will apply to all or any of the
  Offer Space as all or any of the Offer Space may become available for lease
  after the expiration of the term (including any extensions and renewals
  thereof) of the first lease between Landlord and the initial tenant for the
  Offer Space after the date hereof. However, Tenant may not exercise its
  rights under this Section 38 as to less than all of the Offer Space offered
  by Landlord.


	
 

	
 


	
 

	
          C.          If
any portion of the Offer Space becomes
  available (as described above), then before leasing such space to third
  parties, Landlord will offer to Tenant the right to lease such Offer Space
  (the “Right
  of First Offer”). Landlord will make such offer to Tenant in a
  written notice (the “Offer Notice”).


	
 

	
 


	
 

	
          D.          If
Landlord gives such Offer Notice to Tenant,
  then the Offer Notice will specify that Landlord is offering such space to
  Tenant on the same terms and conditions set forth in this Lease as applicable
  to the initial Premises except as otherwise set forth in this Section 38. The
  expiration date of the Lease Term in respect of such Offer Space will be
  coterminous with the Expiration Date for the initial Premises. If Tenant
  exercises the Right of First Offer with respect to Offer Space as set forth
  in this subparagraph, the Base Rent for such Offer Space will be at a rate
  equal to the greater of (i) the Base Rent per rentable square foot per annum
  then applicable to the initial Premises, increasing as and when the Base Rent
  increases under this Lease, and (ii) the then prevailing market rate as
  reasonably determined by Landlord for tenants with creditworthiness similar
  to that of Tenant, for comparable space in the Building, and for a term equal
  or comparable to the then-remaining Lease Term, with increases in fixed
  amounts based on prevailing-market Base Rent increases. Tenant will be deemed
  to have accepted the Offer Space in “as-is” condition as of the commencement
  of Tenant’s lease of the Offer Space, it being understood that Landlord will
  have no obligation to improve, renovate or remodel the Offer Space or any
  portion of the Building as a result of Tenant’s lease of the Offer Space;
  provided however that Landlord shall allow Tenant and its agents and contractors
  reasonable access to the Offer Space to inspect same after receipt of such
  Offer Notice.


	
 

	
 


	
 

	
          E.          Within
10 days after the effective date of
  Landlord’s Offer Notice, Tenant will deliver to Landlord a binding notice (“Tenant’s
  Notice”) in which Tenant elects to take, or not to take, the
  offered portion of the Offer Space. If Tenant fails to give such notice
  within such time, Tenant will irrevocably be deemed to have elected not to
  take such Offer Space. After Tenant delivers its binding notice exercising
  the Right of First Offer, Landlord will deliver to Tenant an amendment to
  this Lease reflecting the terms of the expansion, and Tenant will execute
  such amendment and deliver it to Landlord within 15 days after receipt. Time
  is of the essence with respect to the giving of Tenant’s Notice and execution
  of such amendment. If Tenant accepts Landlord’s offer, Tenant must accept all
  of the Offer Space then being offered by Landlord, and may not exercise its
  right with respect to only part of such space.


	
 

	
 


	
 

	
          F.          If
Tenant at any time declines (or fails to
  timely accept) any Offer Space offered by Landlord, Tenant’s Right of First
  Offer on such space will be null and void, and Landlord will be free to lease
  such Offer Space described in the Offer Notice to any prospective tenant on
  any terms and conditions, regardless of whether the same as or different from
  that set forth in the Offer Notice.












	
 

	
 

	
 


	
 

	
          G.          The
foregoing Right of First Offer may not be
  severed from this Lease or separately sold, assigned or transferred and is
  subject to the following additional conditions, namely: (i) that, at the time
  that Tenant exercises this Right of First Offer for any Offer Space, Tenant
  must not be in default of any term, covenant or obligation of this Lease
  after the giving of any required notice and expiration of any applicable cure
  period; (ii) that Tenant has not assigned this Lease or sublet any portion of
  the Premises, as of the date of Landlord’s delivery of the Offer Notice, or
  at any time prior to such date if such assignment or sublease extends to the
  date of such delivery; (iii) Tenant’s execution and delivery of the amendment
  described above; and (iv) that the Right of First Offer will expire on the 5”
  anniversary of the Commencement Date.


	
 

	
 


	
 

	
39.

	
 Satellite Dish


	
 

	
 

	
 


	
 

	
          A.          Subject
to the terms and conditions of this
  Section 39 and the other provisions of this Lease, Tenant shall have the
  right to install, maintain and operate, at Tenant’s sole cost, risk and
  expense, a satellite dish antenna and related equipment (the “Communication
  Dish”) to be used in connection with Tenant’s business in the Premises,
  provided that Tenant shall have given Landlord at least ten (10) days prior
  written notice of Tenant’s desire to exercise this right. Tenant agrees that
  (i) the Communication Dish shall be designed, installed and operated solely
  for the purpose of sending and receiving transmissions in connection with the
  business of Tenant in the Premises, at a location upon the Building (the “Antenna
  Premises”) subject to Landlord’s reasonable approval, in
  Landlord’s sole discretion, (ii) the Communication Dish shall include no more
  than one satellite dish antenna, and (iii) the installation and operation of
  the Communications Dish must conform to the Installation Standards attached
  hereto as Exhibit 1. Any such satellite dish antenna included in the
  Communication Dish shall have a reflector surface no larger than six (6) feet
  in diameter. During the Lease Term, Tenant shall be responsible for expenses
  in connection with the Antenna Premises and the Communication Dish as
  provided herein. Tenant agrees that, upon at least thirty (30) days prior
  written notice to Tenant from Landlord (which notice may be given at any time
  and from time to time during the Lease Term), Tenant shall relocate the
  Communication Dish from the then existing location of the Antenna Premises to
  any substitute location for the Antenna Premises reasonably designated by
  Landlord, in Landlord’s sole discretion, located anywhere on the Building,
  any adjacent real property, or any improvements located thereon so long as
  such a location will permit Tenant to operate the Communication Dish for its
  intended purposes. Tenant shall complete, at Tenant’s sole cost and expense,
  such relocation prior to the expiration of such thirty (30) day period and
  upon the expiration of such thirty (30) day period Tenant shall have no
  further right to use or occupy the prior location for the Antenna Premises
  and such substitute location designated by Landlord shall be deemed the
  “Antenna Premises” for all purposes thereafter under this Section 39. Tenant
  shall, at Tenant’s expense, repair all damage to the Building caused by the
  installation, maintenance or removal of the Communication Dish at any such
  prior locations for the Antenna Premises, unless such removal is completed as
  a result of Landlord requiring that the Communication Dish be relocated in
  which case such removal costs shall be Landlord’s sole responsibility, other
  than any costs incurred due to the negligent acts or omissions or the willful
  misconduct of Tenant.


	
 

	
 


	
 

	
          B.          Tenant
shall have the reasonable right to access
  the Antenna Premises and the Communication Dish for the purpose of
  installing, maintaining, repairing, replacing, testing, improving and
  removing the Communication Dish. Prior to any installation, supplementation,
  improvement, removal, maintenance or other work upon the Communication Dish,
  in or about the Antenna Premises or on any other portion of the Building with
  respect to the Communication Dish, Tenant shall give Landlord written notice
  thereof and shall submit to Landlord its plans and specifications for such
  work. Without limiting any of Landlord’s rights hereunder, Tenant agrees that
  Landlord shall have the right to reasonably control access to the Antenna
  Premises as necessary to prevent access thereto by unauthorized persons or
  for purposes other than those expressly permitted in this Section 39. Such
  plans and specifications












	
 

	
 


	
 

	
shall contain such detail and description as Landlord may reasonably
  require. All such work and such plans and specifications shall be subject to
  the prior written approval of Landlord, which shall not be unreasonably
  withheld, delayed or conditioned. Such approval right of Landlord shall
  include, without limitation, the right to approve the dimensions, design,
  placement, installation, technical operating characteristics (including,
  without limitation, operating frequency, power consumption and mechanical
  stability) and location of the Communication Dish. In any event the
  Communication Dish shall be concealed from view in such manner reasonably
  satisfactory to Landlord and at the sole expense of Tenant. The designation
  of the Antenna Premises shall be made in such a way so as to not diminish the
  rights of the Landlord to provide telecommunication and other services to
  other tenants of the Building or other users of the Building designated for
  electromagnetic radiation transmission and reception facilities and related
  equipment. The Communication Dish shall be installed, at Tenant’s expense, by
  a contractor reasonably satisfactory to Landlord.


	
 

	
 


	
 

	
          C.          Tenant
shall be responsible, at Tenant’s sole
  expense, for the installation, maintenance, operation, repair, replacement,
  and removal of the Communication Dish in accordance herewith, including,
  without limitation, the cost of all utilities and supplies. Tenant shall be
  responsible, at Tenant’s sole expense, for maintaining in good repair and
  condition the Antenna Premises. Tenant and its contractor shall have access
  to the roof, elevators and stairways (upon prior notice to Landlord) to
  maintain, repair and remove the Communication Dish as necessary. Tenant shall
  also be responsible for the costs of design and construction of any
  modification to the Building reasonably required from time to time to
  accommodate the Communication Dish. Tenant shall acquire in a timely manner
  and in any event prior to any installation or modification to the Communication
  Dish, all required licenses, permits and approvals of any applicable
  governmental authority, at Tenant’s sole cost and expense; provided that
  Landlord, at Tenant’s cost, will cooperate with Tenant as reasonably
  necessary in order to obtain such approvals. If at any time any Communication
  Dish is no longer being used or held for future use by Tenant, or upon the
  expiration or sooner termination of this Lease, or following the date Tenant
  vacates the Premises, then Landlord shall have the right to require that
  Tenant, at Tenant’s expense, remove the Communication Dish and repair all
  damage to the Building caused by the installation, maintenance or removal of
  any such Communication Dish. The Communication Dish shall remain the property
  of Tenant during the entire Lease Term and any renewals thereof.


	
 

	
 


	
 

	
          D.          Tenant
shall install, operate and maintain the
  Communication Dish in accordance with all applicable laws, ordinances and
  regulations and in accordance with the reasonable requirements of Landlord’s
  communication and other engineering consultants and operators. The reasonable
  cost to Landlord of such consultants and operators utilized in reviewing any
  plans or work proposed by Tenant for the Communication Dish shall be paid by
  Tenant to Landlord promptly upon notice as Additional Rent. Tenant
  understands and agrees that in addition to the Antenna Premises, certain
  other areas in, on or around the Building or the real property adjacent
  thereto may also contain, at Landlord’s discretion, other communications
  equipment and facilities operated and/or maintained by Landlord, Landlord’s
  Tenants or operators, or other users of such areas permitted by Landlord.
  Accordingly, Tenant agrees that Tenant will not permit the Communication Dish,
  or Tenant’s use thereof, to become a nuisance or to interfere with such
  operations of Landlord, such other users of such areas, or the operations of
  the Building or the other tenants therein.


	
 

	
 


	
 

	
          E.          Tenant
agrees to indemnify Landlord, its
  mortgagee, property manager, and their respective directors, officers,
  partners, employees and agents (all such persons and entities hereafter
  collectively called the “Listed Persons”), and hold them harmless
  from and against any loss, cost, claim, liability or expense (including
  reasonable attorneys’ fees and court costs) arising out of Tenant’s use or
  access to the Antenna Premises or the installation, maintenance, operation,
  modification or removal of the Communication Dish. Tenant shall procure and
  maintain in full force and effect from the commencement of installation of
  the Communication Dish on the Antenna Premises until the expiration of the
  Lease Term a policy












	
 

	
 


	
 

	
of commercial general liability insurance against claims for bodily
  injury, personal injury, death, or property damage arising from Tenant’s use
  of or access to the Antenna Premises and the Communication Dish; such
  insurance must otherwise comply with the provisions of Section 39 of this
  Lease.











          IN WITNESS
WHEREOF, Landlord and Tenant have executed this Lease in multiple original
counterparts as of the day and year first above written.


	
 

	
 

	
 

	
 

	
 

	
 


	
WITNESS/ATTEST:

	
LANDLORD:


	
 

	
 


	
 

	
 

	
I & G Garden State, L.L.C.


	
 

	
 

	
 


	
 

	
 

	
By: 

	
 Jones Lang LaSalle Americas, Inc., its agent


	
 

	
 

	
 

	
 


	
By: 

	
/s/ Laura E. Haas

	
 

	
By: 

	
/s/ Jonathan A. Meisel

	
 


	
 

	


	
 

	
 

	


	
 


	
 

	
Name: Laura E. Haas

	
 

	
Name: Jonathan A. Meisel


	
 

	
Title: Leasing Associate

	
 

	
Title: Executive Vice President


	
 

	
 

	
 

	
Date: March 14, 2007








	
 

	
 

	
 

	
 

	
 

	
 


	
WITNESS/ATTEST:

	
TENANT:

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Alfacell Corporation

	
 


	
 

	
 

	
 

	
 

	
 


	
By: 

	
/s/ Lawrence A. Kenyon

	
 

	
By: 

	
/s/ Kuslima Shogen

	
 


	
 

	


	
 

	
 

	


	
 


	
 

	
Name: Lawrence A. Kenyon

	
 

	
Name: Kuslima Shogen


	
 

	
Title: Executive VP and CFO

	
 

	
Title: Chairman and CEO


	
 

	
 

	
 

	
Date: March
  14, 2007











EXHIBIT A


OUTLINE AND LOCATION OF PREMISES





A-1







EXHIBIT B


RULES AND REGULATIONS


The following
rules and regulations shall apply, where applicable, to the, Premises, the
Building, the parking garage associated therewith (if any), the Property and
the appurtenances thereto:


          1.          Sidewalks,
entrances, passageways, courts, corridors, vestibules, halls, elevators and
stairways in and about the Building shall not be obstructed nor shall objects
be placed against glass partitions, doors or windows which would be unsightly
from the Building’s corridors from the exterior of the Building.


          2.          Plumbing,
fixtures and appliances shall be used for only the purpose for which they were
designed and no foreign substance of any kind whatsoever shall be thrown or
placed therein. Damage resulting to any such fixtures or appliances from misuse
by Tenant or its agents, employees or invitees, shall be paid for by Tenant and
Landlord shall not in any case be responsible therefor.


          3.          Any
sign, lettering, picture, notice, advertisement installed within the Premises
which is visible from the public corridors within the Building shall be
installed in such manner, and be of such character and style, as Landlord shall
approve, in writing in its reasonable discretion. No sign, lettering, picture,
notice or advertisement shall be placed on any outside window or door or in a
position to be visible from outside the Building. No nails, hooks or screws
(except for customary artwork or wall hangings) shall be driven or inserted
into any part of the Premises or Building except by Building maintenance
personnel, nor shall any part of the Building be defaced or damaged by Tenant.


          4.          Tenant
shall not place any additional lock or locks on any door in the Premises or
Building without Landlord’s prior written consent. A reasonable number of keys
to the locks on the doors in the Premises shall be furnished by Landlord to
Tenant at the cost of Tenant, and Tenant shall not have any duplicate keys
made. All keys and passes shall be returned to Landlord at the expiration or
earlier termination of this Lease.


          5.          Tenant
shall refer all contractors, contractors representatives and installation
technicians for Landlord for Landlord’s supervision, approval and control
before the performance of any contractual services. This provision shall apply
to all work performed in the Building including, but not limited to
installation of telephones, telegraph equipment, electrical devices and
attachments, doors, entranceways, and any and all installations of every nature
affecting floors, walls, woodwork, window trim, ceilings, equipment and any
other physical portion of the Building. Tenant shall not waste electricity,
water or air conditioning. All controls shall be adjusted only by Building
personnel.


          6.          Movement
in or out of the Building of furniture or office equipment, or dispatch or
receipt by Tenant of any merchandise or materials which require the use of elevators,
stairways, lobby areas, or loading dock areas, shall be restricted to hours
designated by Landlord. Tenant must seek Landlord’s prior approval by providing
in writing a detailed listing of such activity. If approved by Landlord, such
activity shall be under the supervision of Landlord and performed in the manner
stated by Landlord. Landlord may prohibit any article, equipment or any other
item from being brought into the Building. Tenant is to assume all risk for
damage to articles moved and injury to persons resulting from such activity. If
any equipment, property and/or personnel of Landlord or of any other tenant is
damaged or injured as a result of or in connection with such activity, Tenant
shall be solely liable for any and all damage or loss resulting therefrom.


          7.          All
corridor doors, when not in use, shall remain closed. Tenant shall cause all
doors to the Premises to be closed and securely locked before leaving the
Building at the end of the day.


B-1







          8.          Tenant
shall keep all electrical and mechanical apparatus owned by Tenant free of
vibration, noise and airwaves which may be transmitted beyond the Premises.


          9.          Canvassing,
soliciting and peddling in or about the Building or Property is prohibited.
Tenant shall cooperate and use its best efforts to prevent the same.


          10.        Tenant
shall not use the Premises in any manner which would overload the standard
heating, ventilating or air conditioning systems of the Building.


          11.        Tenant
shall not utilize any equipment or apparatus in such manner as to create any
magnetic fields or waves which adversely affect or interfere with the operation
of any systems or equipment in the Building or Property.


          12.        Bicycles
and other vehicles are not permitted inside or on the walkways outside the
Building, except in those areas specifically designated by Landlord for such
purposes.


          13.        Tenant
shall not operate or permit to be operated on the Premises any coin or token
operated vending machine or similar device (including, without limitation,
telephones, lockers, toilets, scales, amusements devices and machines for sale
of beverages, foods, candy, cigarettes or other goods), except for those vending
machines or similar devices which are for the sole and exclusive use of
Tenant’s employees, and then only if such operation does not violate the lease
of any other tenant in the Building.


          14.        Tenant
shall utilize the termite and pest extermination service designated by Landlord
to control termites and pests in the Premises. Except as included in Basic
Costs, Tenant shall bear the cost and expense of such extermination services.


          15.        Tenant
shall not open or permit to be opened any window in the Premises. This
provision shall not be construed as limiting access of Tenant to any balcony
adjoining the Premises.


          16.        To
the extent permitted by law, Tenant shall not permit picketing or other union
activity involving its employees or agents in the Building or on the Property,
except in those locations and subject to time and other constraints as to which
Landlord may give its prior written consent, which consent may be withheld in
Landlord’ sole discretion.


          17.        Tenant
shall comply with all applicable laws, ordinances, governmental orders or
regulations and applicable orders or directions from any public office or body
having jurisdiction, with respect to the Premises, the Building, the Property
and their respective use or occupancy thereof. Tenant shall not make or permit
any use of the Premises, the Building or the Property, respectively, which is
directly or indirectly forbidden by law, ordinance, governmental regulation or
order, or direction of applicable public authority, or which may be dangerous
to person or property.


          18.        Tenant
shall not use or occupy the Premises in any manner or for any purpose which
would injure the reputation or impair the present or future value of the
Premises, the Building or the Property; without limiting the foregoing, Tenant
shall not use or permit the Premises or any portion thereof to be used for
lodging, sleeping or for any illegal purpose.


          19.        All
deliveries to or from the Premises shall be made only at times, in the areas
and through the entrances and exits designated for such purposes by Landlord.
Tenant shall not permit the process of receiving deliveries to or from the
Premises outside of said areas or in a manner which may interfere with the use
by any other tenant of its premises or any common areas, any pedestrian use of
such area, or any use which is inconsistent with good business practice.


B-2







          20.        Tenant
shall carry out Tenant’s permitted repair, maintenance, alterations, and
improvements in the Premises only during times agreed to in advance by Landlord
and in a manner which will not interfere with the rights of other tenants in
the Building.


          21.        Landlord
may from time to time adopt appropriate systems and procedures for the security
or safety of the Building, its occupants, entry and use, or its contents.
Tenant, Tenant’s agents, employees, contractors, guests and invitees shall
comply with Landlord’s reasonable requirements thereto.


          22.        Landlord
shall have the right to prohibit the use of the name of the Building or any
other publicity by Tenant that in Landlord’s opinion may tend to impair the
reputation of the Building or its desirability for Landlord or its other
tenants. Upon written notice from Landlord, Tenant will refrain from and/or
discontinue such publicity immediately.


          23.        Neither
Tenant nor any of its employees, agents, contractors, invitees or customers
shall smoke in any area designated by Landlord (whether through the posting of
a “no smoking” sign or otherwise) as a “no smoking” area. In no event shall
Tenant or any of its employees, agents, contractors, invitees or customers
smoke in the hallways or bathrooms of the Building. Landlord reserves the right
to designate, from time to time, additional areas of the Building and the
Property as “no smoking” areas and to designate the entire Building and the
Property as a “no smoking” area.


B-3







EXHIBIT C


PAYMENT OF BASIC COSTS


          A.          During
each calendar year, or portion thereof, falling within the Lease Term, Tenant
shall pay to Landlord as Additional Rent hereunder Tenant’s Pro Rata Share of
the amount by which (a) Basic Costs (as defined below) for the applicable calendar
year exceeds Basic Costs for the Base Year (as defined in this Lease). In no
event shall the amount required to be paid by Tenant with respect to Basic
Costs for any calendar year during the Lease Term be less than zero. Prior to
January 1 of each calendar year during the Lease Term, or as soon thereafter as
practical, Landlord shall make a good faith estimate of Basic Costs for the
applicable full or partial calendar year and Tenant’s Pro Rata Share thereof.
On or before the first day of each month during such calendar year commencing
on January 1, 2008, Tenant shall pay Landlord, as Additional Rent, a monthly
installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s
estimate of the amount by which Basic Costs for such calendar year will exceed
Basic Costs for the Base Year. Landlord shall have the right from time to time
during any such calendar year to revise the estimate of Basic Costs for such
year and provide Tenant with a revised statements therefor (provided, however,
Landlord agrees that Landlord shall not issue a revised statement more than
twice in any calendar year), and thereafter the amount Tenant shall pay each
month shall be based upon such revised estimate. If Landlord does not provide
Tenant with an estimate of the Basic Costs by January 1 of any calendar year,
Tenant shall continue to pay a monthly installment based on the previous year’s
estimate until such time as Landlord provides Tenant with an estimate of Basic
Costs for the current year. Upon receipt of such current year’s estimate, an
adjustment shall be made for any month during the current year with respect to
which Tenant paid monthly installments of Additional Rent based on the previous
year’s estimate. Tenant shall pay Landlord for any underpayment on the same day
that the next monthly installment of Base Rent is due. Any overpayment in
excess of the equivalent of one (1) month’s Base Rent shall, at Landlord’s
option, be refunded to Tenant or credited against the installment(s) of
Additional Rent next coming due under this Lease. Any overpayment in an amount
equal to or less than the equivalent of one (1) month’s Base Rent shall, at
Landlord’s option, be refunded to Tenant or credited against the installment of
Additional Rent due for the month immediately following the furnishing of such
estimate. Any amount paid by Tenant based on any estimate shall be subject to
adjustment pursuant to Paragraph A below, when actual Basic Costs are
determined for such calendar year.


          B.          As
soon as is practical following the end calendar year during the Lease Term,
Landlord shall furnish to Tenant a statement of Landlord’s actual Basic Costs
for the previous calendar year. If for any calendar year the Additional Rent
collected for the prior year, as a result of Landlord’s estimate of Basic
Costs, is in excess of Tenant’s Pro Rata Share of the amount by which Basic
Costs for such prior year exceeds Basic Costs for the Base Year, then Landlord
shall, within 30 days after determination of such amount, refund to Tenant any
overpayment (or at Landlord’s option apply such amount against tile next amount
of Additional Rent due or to become due hereunder). Likewise, Tenant shall pay
to Landlord, after notice to Tenant, on the same day that the next monthly
installment of Base Rent is due, any underpayment with respect to the prior
year whether or not this Lease has terminated prior to receipt by Tenant of a
statement for such underpayment, it being understood that this clause shall
survive the expiration of this Lease.


          C.          Basic
Costs shall mean all direct and indirect costs, expenses paid and disbursements
of every kind (subject to the limitations set forth below) which Landlord
incurs, pays or becomes obligated to pay in each calendar year in connection with
operating, maintaining, repairing, owning and managing the Building and the
Property including but not limited to, the following:


	
 

	
 


	
 

	
               (1)          All
  labor costs for all persons performing services required or utilized in
  connection with the operation, repair, replacement and maintenance of and
  control of access to the Building and the Property, including but not limited
  to amounts incurred for wages, salaries and other compensation for services,
  professional training, payroll, social security, unemployment 





C - 1







	
 

	
 


	
 

	
and other
  similar taxes, workers’ compensation insurance, uniforms, training,
  disability benefits, pensions, hospitalization, retirement plans, group
  insurance or any other similar or like expenses or benefits.


	
 

	
 


	
 

	
               (2)          All
  management fees, the cost of equipping and maintaining a management office at
  the Building, accounting services, legal fees not attributable to leasing and
  collection activity, and all other administrative costs relating to the
  Building and the Property.


	
 

	
 


	
 

	
               (3)          All
  Rent and/or purchase costs of materials, supplies, tools and equipment used
  in the operation, repair, replacement and maintenance and the control of
  access to the Building and the Property.


	
 

	
 


	
 

	
               (4)          All
  amounts charged to Landlord by contractors and/or suppliers for services,
  replacement parts, components, materials, equipment and supplies furnished in
  connection with the operation, repair, maintenance, replacement and control
  of access to any part of the Building, or the Property generally, including
  the heating, air conditioning, ventilating, plumbing. electrical, elevator
  and other systems and equipment of the Building and the parking areas. At
  Landlord’s option, major repair items may be amortized over a period of up to
  five (5) years.


	
 

	
 


	
 

	
               (5)          All
  premiums and deductibles paid by Landlord for fire and extended insurance
  coverage, earthquake and extended coverage insurance, liability and extended
  coverage insurance, Rent loss insurance, elevator insurance, boiler insurance
  and other insurance customarily carried from time to time by landlords of
  comparable office buildings or required to be carried by Landlord’s
  mortgagee.


	
 

	
 


	
 

	
               (6)          Charges
  for all utilities, including but not limited to water, electricity, gas and
  sewer.


	
 

	
 


	
 

	

               (7)          “Taxes”,
which for purposes hereof, shall mean (a) all real estate, city, county,
village, school and transit taxes, charges and assessments assessed, levied,
imposed on the Property, the Building or the Premises, whether general or
specific, ordinary or extraordinary, foreseen or unforeseen, and taxes,
charges and assessments levied in substitution or supplementation in whole or
in part thereof, (b) all personal property taxes for the Building’s personal
property, including license expenses, (c) all taxes imposed on services of
Landlord’s agents and employees, (d) all sales, use or other tax, excluding
state and/or federal income tax now or hereafter imposed by any governmental
authority upon Rent received by Landlord, (e) all other taxes, fees, charges
or assessments now or hereafter levied by any governmental or other taxing
authority on the Property, the Building or its contents or on the operation
and use thereof (except as relate to specific tenants), and (f) all costs and
fees incurred in connection with seeking reductions in or refunds in Taxes
including, without limitation, any costs incurred by Landlord to challenge
the tax valuation of the Building, but excluding income taxes. Estimates of
real estate taxes and assessments for any calendar year during the Lease Term
shall be determined based on Landlord’s good faith estimate of the real
estate taxes and assessments. Taxes and assessments hereunder are those
accrued with respect to such calendar year, as opposed to the real estate
taxes and assessments paid or payable for such calendar year. 


	
 

	
 


	
 

	
               (8)          All
  landscape expenses and costs of repairing, resurfacing and striping of the
  parking areas of the Property.


	
 

	
 


	
 

	
               (9)          Cost
  of all maintenance service agreements, including those for equipment, alarm
  service, window cleaning, drapery or mini-blind cleaning, janitorial
  services, metal refinishing, pest control, uniform supply, landscaping and
  any parking equipment.





C - 2







	
 

	
 


	
 

	
               (10)        Cost
  of all other repairs, replacements and general maintenance of the Property
  and Building neither specified above nor directly billed to tenants,
  including the cost of maintaining all interior Common Areas including
  lobbies, multi-tenant hallways, restrooms and service areas.


	
 

	
 


	
 

	

               (11)        The
amortized cost of capital improvements made to the Building or the Property
which are (a) primarily for the purpose of reducing operating expense costs
or otherwise improving the operating efficiency of the Property or Building
(“Cost Saving Capital Improvements”); or (b) required to comply with any
laws, rules or regulations of any govern-mental authority or a requirement of
Landlord’s insurance carrier (“Required Capital Improvements”). The cost of
any such capital improvement shall be amortized over the useful life of such
capital improvement, and shall, at Landlord’s option, include interest at a
rate that is reasonably equivalent to the interest rate that Landlord would
be required to pay to finance the cost of the capital improvement in question
as of the date such capital improvement is performed. 


	
 

	
 


	
 

	
               (12)        Any
  other charge or expense of any nature whatsoever Which, in accordance with
  general industry practice with respect to the operation of a first class
  office building, would be construed as an operating expense.





          D.          Basic
Costs shall not include:


	
 

	
 


	
 

	
               (1)          repairs
  and general maintenance paid from proceeds of insurance or by a tenant or
  other third parties, and alterations attributable solely to individual
  tenants of the Property.


	
 

	
 


	
 

	
               (2)          the
  cost of capital improvements (except as above set forth). Capital
  improvements are more specifically defined as:








	
 

	
 


	
 

	
               (i)          Costs
  incurred in connection with the original construction of the Property or with
  any major changes to same, including but not limited to, additions or
  deletions of corridor extensions, renovations and improvements of the Common
  Areas beyond the costs caused by normal wear and tear, and upgrades or
  replacement of major Property systems; and


	
 

	
 


	
 

	
               (ii)         Costs
  of correcting defects (including latent defects), including any allowances
  for same, in the construction of the Property or its related facilities; and


	
 

	
 


	
 

	
               (iii)        Costs
  incurred in renovating or otherwise improving, designing, redesigning,
  decorating or redecorating space for tenants or other occupants of the
  Property or other space leased or held for lease in the Property; and


	
 

	
 


	
 

	
               (iv)        The
  cost of any repairs, alterations, additions, charges, replacements and other
  items not specifically permitted to be included under Paragraph C and which,
  under generally accepted accounting principles, consistently applied, are
  properly classified as capital expenditures.








	
 

	
 


	
 

	
               (3)          Depreciation
  and amortization except for that attributable to Cost Saving Capital
  Improvements and Required Capital Improvements.


	
 

	
 


	
 

	
               (4)          Any
  interest payments incurred by Landlord (except as provided above with respect
  to the amortization of capital improvements).


	
 

	
 


	
 

	
               (5)          Real
  estate brokers’ commissions or compensation and other expenses (including,
  without limitation, appraisal, architectural, space planning or engineering
  services) 





C - 3







	
 

	
 


	
 

	
incurred in
  leasing or procuring tenants and attorneys’ fees, costs and disbursements and
  other expenses incurred in connection with tenant leases, including, disputes
  with or enforcement actions against any tenant.


	
 

	
 


	
 

	
               (6)          Principal
  or interest payments on loans secured by mortgages or trust deeds on the
  Building (except interest on any Cost Saving Capital Improvements or Required
  Capital Improvements), or lease rentals paid or payable on any ground or
  underlying lease or expenses, fees and transaction costs (including, without
  limitation, legal fees) incurred in obtaining such loans or ground or
  underlying leases.


	
 

	
 


	
 

	
               (7)          Any
  interest or penalty charges incurred by Landlord due to the violation of any
  law or failure to pay obligations of the Landlord before they become
  delinquent (regardless of whether the payment of such obligations is
  reimbursed through Basic Costs).


	
 

	
 


	
 

	
               (8)          All
  expenses for which Landlord has received any reimbursement to the extent of
  such reimbursement including, without limitation, reimbursements from Tenant
  or other tenant (such as reimbursement for repairs) or pursuant to
  contractor’s or other warranties or condemnation, other than matters paid as
  additional rent or rent adjustment or other tax or expense pass-through or
  escalation expressly provided for in a tenant lease.


	
 

	
 


	
 

	
               (9)          Costs
  incurred by the Landlord (i) to comply with any existing environmental laws
  (ii) in connection with the removal, abatement, containment or remediation of
  asbestos, asbestos containing material, or any other Environmental Pollutant
  from the Building, and (iii) to remove freon or other CFCs from the Building
  HVAC.


	
 

	
 


	
 

	
               (10)         Payments
  in respect of profit to parties related to Landlord for services, supplies or
  materials to the extent that the cost of such services, supplies or materials
  exceeds the cost that would have been paid had such services, supplies or
  materials been provided by parties unaffiliated with the Landlord on a
  competitive basis.


	
 

	
 


	
 

	
               (11)         Executive
  salaries above the grade of “General Manager” and salaries of off-site
  management personnel except for the pro rata portion of the salaries of
  off-site management personnel attributable to time actually spent by such
  personnel at the Building in connection with the management thereof.


	
 

	
 


	
 

	
               (12)         Charitable
  or political contributions.


	
 

	
 


	
 

	
               (13)         Local,
  state or federal income taxes based on Landlord’s net income; and franchise,
  estate or inheritance taxes.


	
 

	
 


	
 

	
               (14)         Any
  on-site management or other fees paid to an agent which is related to
  Landlord to the extent such fees are in excess of the then current market
  rate for customary management fees for projects similar to the Building.


	
 

	
 


	
 

	
               (15)         Costs
  (including permit, license and inspection fees) incurred by the Landlord in
  connection with any construction which Landlord is obligated to perform
  pursuant to the Work Letter Agreement or under any other tenant leases and
  the cost of correcting defects in such construction or in the elements of the
  Building (including, without limitation, the utility systems) or in the
  Building equipment (as opposed to the cost of normal repair, materials and
  equipment installed in the Building in light of their specifications).


	
 

	
 


	
 

	
               (16)         Attorneys’
  fees, costs and disbursements and other expenses incurred in connection with
  any matters related to Landlord which are not related to the maintenance, 





C - 4







	
 

	
 


	
 

	
operation or
  repairing of the Building including, without limitation, any matter related
  to (i) the formation and continued existence of Landlord, (ii) any loans to
  Landlord relating to the Building, (iii) tenant leases, including, without
  limitation, negotiations with prospective tenants or disputes with or
  enforcement actions against any tenant, and (iv) the defense of Landlord’s
  title to or interest in the Building.





          E.          If
the Building and the other buildings Landlord operates in conjunction therewith
are is not at least ninety-five percent (95%) occupied, in the aggregate,
during any calendar year-of the Lease Term or if Landlord is not supplying
services to at least ninety-five percent (95%) of the Approximate Rentable Area
of the Building and such other buildings at any time during any calendar year
of the Lease Term, actual Basic Costs for purposes hereof shall, at Landlord’s
option, be determined as if the Building and such other buildings had been
ninety-five percent (95%) occupied and Landlord had been supplying services to
ninety-five percent (95%) of the Approximate Rentable Area of the Building and
such other buildings during such year. If Tenant pays for its Pro Rata Share of
Basic Costs based on increases over a “Base Year” and Basic Costs for any
calendar year during the Lease Term are determined as provided in the foregoing
sentence, Basic Costs for such Base Year shall also be determined as if the
Building and such other buildings had been ninety-five percent (95%) occupied
and Landlord had been supplying services to ninety-five percent (95%) of the
Approximate Rentable Area of the Building and such other buildings. Any
necessary extrapolation of Basic Costs that are affected by changes in the
occupancy of the Building and such other buildings (including, at Landlord’s
option, Taxes) shall be made the cost that would have been incurred if the
Building and such other buildings had been ninety-five percent (95%) occupied
and Landlord had been supplying services to ninety-five percent (95%) of the
Approximate Rentable Area of the Building and such other buildings.


          F.          Tenant
shall have the right, exercised by written notice received by Landlord within
30 days after Tenant’s receipt of the annual statement of Basic Costs, to audit
or cause to be audited, by an auditor selected by Tenant and reasonably
satisfactory to Landlord, Landlord’s books and records in respect of Basic
Costs for the fiscal year or portion thereof falling within the Lease Term.Such
auditor must be an independent nationally recognized full service public
accounting firm that is not being compensated on a contingency fee basis for
the audit. The cost of such audit will be borne solely by Tenant unless, in
connection with the audit, it is demonstrated that Landlord overstated Basic
Costs by 5% or more in the aggregate (after netting any understated line items
against overstated line items), in which case Landlord will reimburse Tenant
for Tenant’s reasonable, actual out-of-pocket costs paid to unrelated third
parties for performing the audit (which costs will not exceed the amount repaid
or credited to Tenant). Unless Tenant takes written exception of any item in
any such statement within such 30-day period, such statement will be considered
as final and accepted by Tenant. The audit must be performed during normal
business hours at the Building Manager’s office and must be completed within
120 days after Tenant’s receipt of such annual statement of Basic Costs. The
cost of such audit will be borne solely by Tenant. As a condition precedent to
Tenant’s right to dispute the Operating Expenses billed by Landlord pursuant to
this Paragraph F, Tenant must pay the total amount billed by Landlord hereunder
within the time stipulated in this Lease. Landlord will refund the amount (or
apply such amount as a credit to rent), if any, due Tenant within 30 days after
completion of the audit. In connection with any such audit, the following
confidentiality provisions will apply:


	
 

	
 


	
 

	
          (1)          All
  of the information obtained through Tenant’s audit with respect to financial
  matters (including, without limitation, costs, expenses, income) and any
  other matters pertaining to the Landlord or the Property as well as any
  compromise, settlement, or adjustment reached between Landlord and Tenant
  relative to the results of the audit will be held in strict confidence by the
  Tenant and its officers, agents, and employees; and Tenant will cause its
  auditor and any of its officers, agents, and employees to be similarly bound
  pursuant to subparagraph (2) below.


	
 

	
 


	
 

	
          (2)          As
  a condition precedent to Tenant’s exercise of its right to audit, Tenant must
  deliver to Landlord a signed confidentiality covenant from the auditor in the
  form and substance satisfactory to Landlord.





C - 5







	
 

	
 


	
 

	
          (3)          Tenant
  understands and agrees that this provision is of material importance to the
  Landlord and that any violation of the terms of this provision will result in
  immediate and irreparable harm to the Landlord. Landlord will have all rights
  allowed by law or equity if Tenant, its officers, agents, or employees or the
  auditor violate the confidentiality provisions of this Paragraph F,
  including, without limitation, the right to terminate Tenant’s right to audit
  in the future pursuant to this Paragraph F. Tenant will indemnify, defend
  upon request, and hold Landlord harmless from and against all costs, damages,
  claims; liabilities, expenses, losses, court costs, and attorneys’ fees
  suffered by or claimed against Landlord, based in whole or in part upon the
  breach of this Paragraph F by Tenant or its auditor; and will cause its
  auditor to be similarly bound under a signed confidentiality covenant from
  the auditor in the form and substance satisfactory to Landlord.





The obligations contained in
this Paragraph F will survive the expiration or earlier termination of this
Lease. 


C - 6







EXHIBIT D


WORK LETTER


1.          PLANNING.
Tenant will engage an interior office space planner (“Space Planner”), subject to Landlord’s prior written
approval. Tenant will deliver to Landlord or Landlord’s architect (the “Architect”) by April 9, 2007, a space
plan, subject to Landlord’s written approval (the “Space Plan”) prepared by the Space Planner for improving the
Premises, and will cause the Space Planner to devote such time in consultation
with Landlord and the Architect as Landlord deems necessary to furnish to
Landlord or the Architect by such date such other information relative to the
Premises as Landlord may deem necessary to enable the Architect to commence on
or before such date architectural plans and specifications (the “Proposed Architectural Plans”) for
improving the Premises. The information to be furnished by Tenant and the Space
Planner to the Architect will include but not be limited to:


	
 

	
 

	
 


	
 

	
a.

	
Special
  loading, such as the location of file cabinets or special equipment. 


	
 

	
 

	
 


	
 

	
b.

	
Openings in
  the walls or floors.


	
 

	
 

	
 


	
 

	
c.

	
Special
  electrical, air conditioning or plumbing work.


	
 

	
 

	
 


	
 

	
d.

	
Location and
  dimensions of telephone equipment rooms, and telephone and electrical
  outlets.


	
 

	
 

	
 


	
 

	
e.

	
Partitions -
  locations and type, including doors and non-Building Standard hardware.


	
 

	
 

	
 


	
 

	
f.

	
Special
  cabinet work or other millwork items.


	
 

	
 

	
 


	
 

	
g.

	
Variations
  to standard ceiling heights.


	
 

	
 

	
 


	
 

	
h.

	
Color
  selection of painted areas.


	
 

	
 

	
 


	
 

	
i.

	
Selection of
  floor covering and any special wall covering.





Within 5 business
days after the Proposed Architectural Plans have been submitted to Tenant,
Tenant agrees to provide the Architect with Tenant’s (a) written approval of
such Proposed Architectural Plans and to redeliver the Proposed Architectural
Plans to the Architect for submission to Landlord for Landlord’s final
approval, or (b) written disapproval of such Proposed Architectural Plans
stating in detail the reasons for such disapproval and the corrections
necessary, and to redeliver the Proposed Architectural Plans to the Architect
for revision. Tenant’s approval of the Proposed Architectural Plans will not be
unreasonably withheld. If Tenant so disapproves such Proposed Architectural
Plans, the Architect will modify the Proposed Architectural Plans, taking into account
the reasons given by Tenant for disapproval, and will submit the revised
Proposed Architectural Plans to Tenant for approval. Within 3 business days
after the revised Proposed Architectural Plans have been submitted to Tenant,
Tenant agrees to provide the Architect with Tenant’s written approval of such
revised Proposed Architectural Plans and to redeliver the Proposed
Architectural Plans to the Architect for submission to Landlord for Landlord’s
final approval. If (i) Tenant fails to deliver the Space Plan by the required
date or fails to furnish the Architect with all necessary information so that
Architect can commence the Architectural Plans on or before the date specified
above, or (ii) Tenant fails to redeliver the Proposed Architectural Plans with
Tenant’s approval (or disapproval, with reasons stated) to the Architect within
such 5 business day period, or (iii) after the Architect’s revision of the
Proposed Architectural Plans at Tenant’s request, Tenant fails to redeliver the
revised Proposed Architectural Plans with Tenant’s approval to the Architect
within such 3 business day period, such failure will constitute a Delay (as
defined in Section 3.A of the foregoing Lease).


After final
approval of the Proposed Architectural Plans by Landlord (as so approved, the “Approved Architectural Plans”),
Landlord
will cause such Approved Architectural Plans to be delivered to the Landlord’s
engineer (the “Engineer”) for the
preparation of final mechanical and electrical plans and specifications (the “Engineering Plans”; the Approved
Architectural Plans and the Engineering Plans are referred to collectively as
the “Plans”). For purposes of this
Work Letter, “Landlord’s Work”
means: (A) purchase and installation of the improvements and items of work
shown on the Plans, and (B) any demolition, preparation or other work required
in connection therewith. However, Landlord’s Work will exclude the purchase and
installation of all work stations, furniture, trade fixtures and equipment, and
will


D - 1







exclude the purchase and installation of all telephone, voice/data and
computer cables, conduit and equipment, regardless of whether the same may be
shown on the Space Plan or on the Plans.


At Tenant’s option, upon delivery of the Space Plan to Landlord, Tenant
shall provide written notice to Landlord that Tenant desires to occupy the
Premises upon substantial completion of minor, cosmetic alterations (not
requiring the issuance of any permits for the performance thereof, the “Minor Work”) to the Premises (identifying
in such written notice such Minor Work) but prior to the substantial completion
of Landlord’s Work. In such case, Landlord will thereafter provide written
notice to Tenant of the target date of substantial completion of the Minor Work
(the “Revised Target Commencement Date”)
and the Commencement Date as set forth in the Lease shall be the later to occur
of the Revised Target Commencement Date and the date that Landlord has
substantially completed the Minor Work, subject to Delays as set forth in the
Lease. If Tenant exercises the option set forth in this grammatical paragraph,
the parties acknowledge that Tenant will occupy the Premises while the
Landlord’s Work (other than the Minor Work) will be performed. Tenant will
reasonably cooperate with Landlord to accommodate performance of the Landlord’s
Work, and Landlord will reasonably cooperate with Tenant to minimize the
disruption to Tenant’s operations caused by the performance of the Landlord’s
Work. However, Tenant will not be entitled to any abatement or reduction of
rent by reason of any interruption to Tenant’s operations caused by the
performance of the Landlord’s Work. Tenant agrees that Landlord will not be
liable in any way for any injury, loss or damage which may occur to any of
Tenant’s property placed or installations made in the Premises during the
performance of the Landlord’s Work, the same being at Tenant’s sole risk.


2.          COST OF
LANDLORD’S WORK; ALLOWANCE.


2.1        Cost
of Landlord’s Work. Except for the Allowance to be provided by Landlord as
described below, Tenant will pay all costs (the “Cost of Landlord’s Work”) associated with Landlord’s Work
whatsoever, including, without limitation, all costs for or related to:


	
 

	
 


	
 

	
a.          the
  so-called “hard costs” of Landlord’s Work, including, without limitation,
  costs of labor, hardware, equipment and materials, contractors’ charges for
  overhead and fees, and so-called “general conditions” (including rubbish
  removal, utilities, freight elevators, hoisting, field supervision, building permits,
  occupancy certificates, inspection fees, utility connections, bonds,
  insurance, and sales taxes);


	
 

	
 


	
 

	
b.          the
  so-called “soft costs” of Landlord’s Work, including, without limitation, the
  Space Plan, the Proposed Architectural Plans, the Approved Architectural
  Plans, and the Engineering Plans, and all revisions to the foregoing, and any
  and all engineering reports or other studies, reports or tests, air balancing
  or related work in connection therewith; and


	
 

	
 


	
 

	
c.          an
  amount equal to 4% of the total of the costs described in clauses a. and b.
  above, to cover Landlord’s overhead expenses and to compensate Landlord for
  its services hereunder,





In the event and only in the event, that the price proposals for the
Cost of Landlord’s Work exceed the Allowance, the following provisions shall
apply:


Within 15 business days after the Plans are finalized Landlord will
furnish to Tenant written price proposals of the hard costs component (but
excluding governmental permits and certificates unless, and except to the
extent, specifically stated as included) of the Cost of Landlord’s Work. Such
price proposals will contain a guarantied maximum or fixed price amount,
subject to unforeseen conditions, change orders, governmental requirements, and
the like. Such price proposals will be subject to Tenant’s review and approval,
which will not be unreasonably withheld. Unless otherwise agreed to in writing
by Tenant, Landlord will select the lowest responsible bidder as the contractor
for Landlord’s Work. If Tenant fails to approve or disapprove in writing such
price proposals within 3 business days after Tenant’s receipt of same, Tenant
will be deemed to have approved the lowest bidder, and Landlord may complete
Landlord’s Work without further authorization or approval of Tenant. The
contractor whose bid is selected by


D - 2







Landlord and
approved or deemed approved (as provided above) by Tenant is referred to as the
“Contractor”. Should Tenant desire
to seek adjustments of such price proposal, Tenant will work promptly with the
Architect and the Contractor to alter the Plans as necessary to cause the hard
costs price quotation based thereon to be acceptable to Tenant and to establish
the revised estimated Cost of Landlord’s Work. Upon determination of the revised
estimated Cost of Landlord’s Work and initialing of the Plans, Tenant will be
deemed to have given final approval of the same, and Landlord will be deemed to
have been authorized to proceed with contracting with the Contractor for the
performance of Landlord’s Work in accordance with the Plans as so revised.
Tenant must deposit with Landlord a sum equal to the difference between said
estimated Cost of Landlord’s Work and the Allowance. Any delay by Tenant in
approving the Cost of Landlord’s Work (beyond the three business days after
Tenant’s receipt of the price proposals), and in the event the Cost of
Landlord’s Work exceeds the Allowance, any delay (beyond 5 business days after
Tenant’s receipt of a written invoice for the same) in Tenant depositing with
Landlord a sum equal to the difference between said Cost of Landlord’s Work and
Landlord’s Allowance, will constitute a Delay. Prior to commencing Landlord’s
Work, Landlord and the Contractor will enter into a construction contract for
the performance of Landlord’s Work called for by the Plans, for a price equal
to or not to exceed the hard costs component of the Cost of Landlord’s Work
(but excluding governmental permits and certificates unless, and except to the
extent, specifically stated as included) approved or deemed approved by Tenant
(subject to unforeseen conditions, change orders, governmental requirements,
and the like).


In the event
that the Cost of Landlord’s Work is less than the Allowance, Landlord shall
select the Contractor and proceed diligently with the performance of Landlord’s
Work and the immediately preceding paragraph shall not apply.


2.2          Allowance;
Remaining Allowance; Additional Allowance.


	
 

	
 


	
 

	
          (a)          Landlord
  will provide a construction allowance of up to $205,000.00 (the “Allowance”). The Allowance may be
  applied solely toward (i) the Cost of the Work, and (ii) the cost of
  purchasing and installing voice/data cabling in the Premises. The Allowance
  may not be used for any other purpose, except as other wise set forth in
  Section 2.2(b) below.


	
 

	
 


	
 

	
          (b)          Any
  portion of the Allowance not used by Tenant pursuant to Section 2.2(a) above
  shall be referred to herein as the “Remaining
  Allowance”. Tenant will have the option, to be exercised by not
  less than 30 days written notice to Landlord, to use the Remaining Allowance
  toward (i) the cost of leasehold improvements to the Premises, including
  “soft costs”, and (ii) the cost of purchasing and installing voice/date
  cabling in the Premises, subject to the terms and conditions set forth in
  Section 10(B) of the Lease, and for no other purpose. The Remaining Allowance
  will be paid to Tenant upon Tenant’s delivery to Landlord of all invoices,
  complete lien waivers, as appropriate, and affidavits of payment by the
  Tenant and all contractors, subcontractors, sub-subcontractors and material
  suppliers, and such other evidence as Landlord may reasonably require to
  evidence that the cost of such work has been paid, and that no mechanic’s or
  other liens have been or may be filed against the Building or the Premises
  arising out of the design or performance of such work. If all or any portion
  of the Remaining Allowance is not used by the Expiration Date of the Lease
  Term, Landlord will be entitled to the savings and Tenant will receive no
  credit therefor.


	
 

	
 


	
 

	
          (c)          Tenant
  will have the option, to be exercised upon not less than 30 days written
  notice to Landlord, to increase the Allowance (the “Additional Allowance”) by up to $105,000.00. The amount of
  the Security Deposit set forth in Section 1(G) of the Lease will be increased
  by the amount of the Additional Allowance disbursed to Tenant. The Additional
  Allowance, if any, will be used for the same purpose and disbursed in the
  same manner as the Remaining Allowance. If all or any portion of the
  Additional Allowance is not used by the Expiration Date of the Lease Term,
  Landlord will be entitled to the savings and Tenant will receive no credit
  therefor.





D - 3








	
 

	
 


	
 

	
          (d)          Landlord
  will have no obligation to disburse the Allowance, the Remaining Allowance,
  the Additional Allowance or any portion thereof so long as any Event of
  Default (as defined in the Lease) exists and is continuing. Should Landlord
  transfer the Building to a transferee, this section shall survive the
  transfer and the transferee shall be obligated to provide a Remaining
  Allowance or Additional Allowance to which Tenant may be entitled.





2.3          Payment.
Landlord will pay the Cost of Landlord’s Work up to, but not exceeding, the
Allowance. The Allowance will be utilized before Tenant’s funds deposited with
Landlord for the excess of the Cost of Landlord’s Work over the Allowance. To
the extent that the estimated Cost of Landlord’s Work exceeds the Allowance,
Tenant will pay the excess to Landlord pursuant to Section 2.1 and 2.4 of this
Work Letter. An amount equal to the total actual Cost of Landlord’s Work over
the Allowance and over any amounts deposited with Landlord pursuant to Sections
2.1 and 2.4 hereof will be paid by Tenant to Landlord upon substantial
completion of Landlord’s Work, but in no case later than initial occupancy by
Tenant. Tenant’s failure to pay or deposit, as the case may be, any amounts due
Landlord under this Work Letter when due will constitute a failure by Tenant to
pay rent when due under the Lease and will constitute an Event of Default by
Tenant under the Lease, and Landlord will have all of the
remedies available to it under the Lease for nonpayment of rent.


2.4          Tenant
Initiated Chance Orders. If at any time after the Cost of Landlord’s Work
is estimated, Tenant desires to make changes in the Plans, Tenant will submit
to the Architect any and all such proposed changes, and the Architect will
prepare for pricing by the Contractor working drawings and specifications for
any and all such desired changes. All such changes will be subject to
Landlord’s reasonable approval, which will not be unreasonably withheld,
delayed or conditioned unless such change would result in a material delay in
the completion of Landlord’s Work. Once accepted by Landlord, such changes will
be processed as a formatted change order under the Contract or other
appropriate document, and all references in this Work Letter to the “Plans”
will be to the Plans adopted pursuant to the procedures hereinabove set forth,
as changed and modified pursuant to this Section, and the Cost of Landlord’s
Work will be deemed to include the net aggregate cost of such changes (after
taking into account any savings effected by any such change order). If any such
change Tenant desires to make in the Plans would increase the estimated Cost of
Landlord’s Work in excess of the Allowance, Tenant may be required to deposit
with Landlord the anticipated amount of such increase in the Cost of Landlord’s
Work in excess of the Allowance as reasonably estimated by Landlord and as a
condition to Landlord’s approval of the Plans or any Tenant-initiated change
orders thereto.


3.          SUBSTANTIAL
COMPLETION; DELAY. Subject to the other terms and conditions of this Work
Letter and the Lease, Landlord will proceed diligently with the performance of
Landlord’s Work. The actual Commencement Date will be governed by the Lease.
All work to be done in the Premises, including, without limitation, Landlord’s
Work, will be subject to Landlord’s reasonable approval, which approval shall
not be unreasonably withheld, delayed or conditioned, and no work may be
undertaken in the Premises until such approval is given. Landlord’s Work will
be deemed substantially completed upon (i) completion of construction of
Landlord’s Work in substantial accordance with the Plans (excepting only such
Punchlist Items that will not materially adversely affect Tenant’s occupancy
and use of the Premises for their intended purpose) and (ii) if required by
applicable law, Landlord’s receipt of a temporary or permanent certification or
other authorization from the applicable governmental authority permitting
occupancy of the Premises, unless Tenant’s actions or omissions have caused such
approvals to be denied, in which case Tenant will be deemed to have waived this
condition.


4.          ACCESS BY
TENANT PRIOR TO COMMENCEMENT OF TERM. Landlord, at Landlord’s discretion, may
permit Tenant and Tenant’s agents to enter the Premises prior to the date
specified as the Commencement Date of the Lease in order that Tenant may make
the Premises ready for Tenant’s use and occupancy. If Landlord permits such
entry prior to the Commencement Date, such permission will constitute a license
only and not a lease and such license will be conditioned upon: (a) Tenant
working in harmony and not interfering with Landlord and Landlord’s agents,
contractors, workmen, mechanics and suppliers in doing Landlord’s Work, or
Landlord’s Work in the Building or with other tenants and occupants of the
Building; (b) Tenant obtaining in advance Landlord’s approval of the
contractors


D - 4







proposed to be used by Tenant, which approval shall not be unreasonably
withheld, delayed or conditioned, and depositing with Landlord in advance of
any work (i) security satisfactory to Landlord for the completion thereof, (ii)
general contractor’s affidavit for proposed work and waiver of lien from
general contractor, all subcontractors and suppliers of material; (c) Tenant
furnishing Landlord with such proof of insurance and other security as Landlord
may reasonably require. Landlord will have the right to withdraw such license
for cause upon reasonable notice to Tenant. Tenant agrees that Landlord will
not be liable in any way for any injury, loss or damage which may occur to any
of Tenant’s property placed or installations made in the Premises prior to the
Commencement Date, the same being at Tenant’s sole risk and Tenant agrees to
protect, defend, indemnify and save harmless Landlord from all liabilities,
costs, damages, fees and expenses arising out of or connected with the
activities of Tenant or its agents, contractors, suppliers or workmen in or
about the Premises or the Property. Tenant further agrees that any entry and
occupation permitted under this paragraph will be governed by Paragraph 11 of
the Lease and all other terms of the Lease.


5.          WARRANTY.
Landlord will enforce, for a period of one year from substantial completion of
Landlord’s Work, any warranties for Landlord’s Work granted for the benefit of
Landlord.


6.          MISCELLANEOUS.


             A.          The
Premises must be keyed to permit entry by the Building master key.


             B.          Except
to the extent otherwise indicated herein, the initially capitalized terms used
in this Work Letter will have the meanings assigned to them in the Lease.


             C.          The
terms and provisions of this Work Letter are intended to supplement and are
specifically subject to all the terms and provisions of the Lease.


             D.          This
Work Letter may not be amended or modified other than by supplemental written
agreement executed by authorized representatives of the parties hereto.


             E.          Any
Space Plan or other plans that may be attached to or referred to in this Work
Letter are subject to the approval of the applicable governmental authority,
and will be subject to such revisions as may be required by the applicable
governmental authority.


             F.          Landlord’s
preparation or review and approval of the Plans and the performance of
Landlord’s Work shall not create or imply any responsibility or liability on
the part of Landlord with regard to the completeness and design sufficiency of
both the Plans and Landlord’s Work, or with regard to the compliance of the
Plans and Landlord’s Work with all laws, rules and regulations of governmental
agencies.


             G.          This
Exhibit D shall not be deemed
applicable to any additional space added to the original Premises at any time
or from time to time, whether by any options under the Lease or otherwise, or
to any portion of the original Premises or any additions to the Premises in the
event of a renewal or extension of the original Term of this Lease, whether by
any options under the Lease or otherwise, unless expressly so provided in the
Lease or any amendment or supplement to the Lease.


D - 5









ATTACHMENT 1


TO


EXHIBIT D


[attach Space
Plan, if available]


D - 6







EXHIBIT E 


COMMENCEMENT
LETTER 


Date_____________________


Tenant___________________

Address__________________

_________________________


	
   

  	
   

  
	
  Re: 

  	
Commencement Letter With Respect to That Certain
Lease Dated _________, 200_, By and Between I&G Garden State, L.L.C., a
Delaware limited liability company, as Landlord and _____________________,
a(n), _________________ as Tenant, for an Approximate Rentable Area in the
Premises of ________ Square Feet on the ________ Floor of the Building Located at
________________ [Atrium Drive, Somerset][Campus Drive, Franklin Township],
New Jersey. 

  



Dear ________________:


          In
accordance with the terms and conditions of the above referenced Lease, Tenant
hereby accepts possession of the premises and agrees as follows:


          The
Commencement Date of the Lease is _________________________;


          Landlord
agrees to complete the work in the Premises identified in the punchlist jointly
prepared by Landlord and Tenant dated _____________________.


          Please
acknowledge your acceptance of possession and agreement to the terms set forth
above by signing all three (3) copies of this Commencement Letter in the space
provided and returning two (2) fully executed copies of the same to my
attention.


	
   

  	
   

  
	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  XXXXXXXXXXXX 

  
	
   

  	
  Property Manager

  
	
  


  
	
  Agreed and Accepted

  



TENANT:


By:_______________________________

Name:_____________________________

Title:______________________________







EXHIBIT F


FORM OF SUBORDINATION,
NON-DISTURBANCE, AND ATTORNMENT AGREEMENT


ASSET ONE SECURITIZATION, LLC

(Lender)


- and­ –


	
   

  
	
  

  
	
  (Tenant)

  



- and –


I&G GARDEN STATE, L.L.C.

(Landlord)


	
   

  
	
  

  
	
  SUBORDINATION,
  NON-DISTURBANCE

  
	
  AND
  ATTORNMENT AGREEMENT

  
	
  

  






	
   

  	
   

  
	
   

  	
  Dated:

  
	
   

  	
   

  
	
   

  	
  Location:

  
	
   

  	
   

  
	
   

  	
  PREPARED BY AND UPON 

  
	
   

  	
  RECORDATION RETURN TO:

  
	
   

  	
   

  
	
   

  	
  Cadwalader, Wickersham &
  Taft LLP 

  
	
   

  	
  1 World Financial Center

  
	
   

  	
  New York, New York 10281 

  
	
   

  	
  Attention: John J. Busillo, Esq.

  









SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT


THIS SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) is made as of the
______ day of ______________________, 2007 by and among ASSET ONE
SECURITIZATION, LLC, having an address at c/o AMACAR Group, L.L.C., 6525
Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211 (“Lender”),
_______________________, having an address at
____________________________________ (“Tenant”) and I&G GARDEN STATE,
L.L.C., a Delaware limited liability company, having an address c/o LaSalle
Investment Management, Inc. at 200 E. Randolph Drive, Chicago, Illinois 60601
(“Landlord”).


RECITALS:


                    A.     Lender
is the present owner and holder of a certain mortgage and security agreement
(the “Security Instrument”) dated as of December [_], 2005, given by Landlord
(defined below) to Secore Financial Corporation (“Secore”) and subsequently
assigned to Lender which encumbers the fee estate of Landlord in certain
premises described in Exhibit A attached hereto (the “Property”) and
which secures the payment of certain indebtedness owed by Landlord to Lender
evidenced by a certain promissory note dated December [_], 2005, given by
Landlord to Secure and subsequently assigned to Lender (the “Note”);


                    B.     Tenant
is the holder of a leasehold estate in a portion of the Property under and
pursuant to the provisions of a certain lease dated________________________,
_____ between Landlord, as landlord, and Tenant, as tenant (the “Lease”); and


                    C.     Tenant
has agreed to subordinate the Lease to the Security Instrument and to the lien
thereof and Lender has agreed to grant non-disturbance to Tenant under the
Lease on the terms and conditions hereinafter set forth.


AGREEMENT:


                    For
good and valuable consideration, Tenant, Lender and Landlord agree as follows:


                    A.
Subordination.  The Lease and all
of the terms, covenants and provisions thereof and all rights, remedies and
options of Tenant thereunder are and shall at all times continue to be subject
and subordinate in all respects to the terms, covenants and provisions of the
Security Instrument and to the lien thereof, including without limitation, all
renewals, increases, modifications, spreaders, consolidations, replacements and
extensions thereof and to all sums secured thereby and advances made thereunder
with the same force and effect as if the Security Instrument had been executed,
delivered and recorded prior to the execution and delivery of the Lease.


                    B.
Non-Disturbance.  If any action
or proceeding is commenced by Lender for the foreclosure of the Security
Instrument or the sale of the Property, Tenant shall not be named 


1









as a party
therein unless such joinder shall be required by law, provided, however, such
joinder shall not result in the termination of the Lease or disturb the
Tenant’s possession or use of the premises demised thereunder, and the sale of
the Property in any such action or proceeding and the exercise by Lender of any
of its other rights under the Note or the Security Instrument shall be made
subject to all rights of Tenant under the Lease, provided that at the time of
the commencement of any such action or proceeding or at the time of any such
sale or exercise of any such other rights (a) the term of the Lease shall have
commenced pursuant to the provisions thereof, (b) Tenant shall be in possession
of the premises demised under the Lease, (c) the Lease shall be in full force
and effect and (d) Tenant shall not be in material default under any of the
terms, covenants or conditions of the Lease or of this Agreement on Tenant’s
part to be observed or performed.


                    Attornment.
If Lender or any other subsequent purchaser of the Property shall become the
owner of the Property by reason of the foreclosure of the Security Instrument
or the acceptance of a deed or assignment in lieu of foreclosure or by reason
of any other enforcement of the Security Instrument (Lender or such other
purchaser being hereinafter referred as “Purchaser”), and the conditions set
forth in Section 2 above have been met at the time Purchaser becomes owner of
the Property, the Lease shall not be terminated or affected thereby but shall
continue in full force and effect as a direct lease between Purchaser and
Tenant upon all of the terms, covenants and conditions set forth in the Lease
and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue
of such acquisition of the Property shall be deemed to have agreed to accept
such attornment, provided, however, that Purchaser shall not be (a) liable for
the failure of any prior landlord (any such prior landlord, including Landlord
and any successor landlord, being hereinafter referred to as a “Prior
Landlord”) to perform any of its obligations under the Lease which have accrued
prior to the date on which Purchaser shall become the owner of the Property,
provided that the foregoing shall not limit Purchaser’s obligations under the
Lease to correct any conditions of a continuing nature that (i) existed as of
the date Purchaser shall become the owner of the Property and (ii) violate
Purchaser’s obligations as landlord under the Lease; provided further, however,
that Purchaser shall have received written notice of such omissions, conditions
or violations and has had a reasonable opportunity to cure the same, all
pursuant to the terms and conditions of the Lease, (b) subject to any offsets,
defenses, abatements or counterclaims which shall have accrued in favor of
Tenant against any Prior Landlord prior to the date upon which Purchaser shall
become the owner of the Property, (c) liable for the return of rental security
deposits, if any, paid by Tenant to any Prior Landlord in accordance with the
Lease unless such sums are actually received by Purchaser, (d) bound by any
payment of rents, additional rents or other sums which Tenant may have paid
more than one (1) month in advance to any Prior Landlord unless (i) such sums are
actually received by Purchaser or (ii) such prepayment shall have been
expressly approved of by Purchaser, (e) bound by any agreement terminating or
amending or modifying the rent, term, commencement date or other material term
of the Lease, or any voluntary surrender of the premises demised under the
Lease, made without Lender’s or Purchaser’s prior written consent prior to the
time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment
of the Lease or sublease of the Property, or any portion thereof, made prior to
the time Purchaser succeeded to Landlord’s interest other than if pursuant to
the provisions of the Lease. In the event that any liability of Purchaser does
arise pursuant to this Agreement, such liability shall be limited and
restricted to Purchaser’s interest in the Property and shall in no event exceed
such interest. Alternatively, upon the written request of Lender or its
successors or assigns, Tenant shall enter into a new lease of the Premises with


-2-







Lender or such
successor or assign for the then remaining term of the Lease, upon the same
terms and conditions as contained in the Lease, except as otherwise
specifically provided in this Agreement.


                    C.
Notice to Tenant. After notice is given to Tenant by Lender that the
Landlord is in default under the Note and the Security Instrument and that the
rentals under the Lease should be paid to Lender pursuant to the terms of the
assignment of leases and rents executed and delivered by Landlord to Lender in
connection therewith, Tenant shall thereafter pay to Lender or as directed by
the Lender, all rentals and all other monies due or to become due to Landlord
under the Lease and Landlord hereby expressly authorizes Tenant to make such
payments to Lender and hereby releases and discharges Tenant from any liability
to Landlord on account of any such payments.


                    D.
Lender’s Consent. Tenant shall not, without obtaining the prior written
consent of Lender, (a) enter into any agreement amending, modifying or
terminating the Lease, (b) prepay any of the rents, additional rents or other
sums due under the Lease for more than one (1) month in advance of the due
dates thereof, (c) voluntarily surrender the premises demised under the Lease
or terminate the Lease without cause or shorten the term thereof, or (d) assign
the Lease or sublet the premises demised under the Lease or any part thereof
other than pursuant to the provisions of the Lease; and any such amendment,
modification, termination, prepayment, voluntarily surrender, assignment or
subletting, without Lender’s prior consent, shall not be binding upon Lender.


                    E.
Notice to Lender and Right to Cure. Tenant shall notify Lender of any
default by Landlord under the Lease and agrees that, notwithstanding any
provisions of the Lease to the contrary, no notice of cancellation thereof or
of an abatement shall be effective unless Lender shall have received notice of
default giving rise to such cancellation or abatement and (i) in the case of
any such default that can be cured by the payment of money, until sixty (60)
days shall have elapsed following the giving of such notice or (ii) in the case
of any other such default, until a reasonable period for remedying such default
shall have elapsed following the giving of such notice and following the time
when Lender shall have become entitled under the Security Instrument to remedy
the same, including such time as may be necessary to acquire possession of the
Property if possession is necessary to effect such cure, provided Lender, with
reasonable diligence, shall (a) pursue such remedies as are available to it
under the Security Instrument so as to be able to remedy the default, and (b)
thereafter shall have commenced and continued to remedy such default or cause
the same to be remedied. Notwithstanding the foregoing, Lender shall have no
obligation to cure any such default.


                    F.
Notices. All notices or other written communications hereunder shall be
deemed to have been properly given (i) upon delivery, if delivered in person or
by facsimile transmission with receipt acknowledged by the recipient thereof
and confirmed by telephone by sender, (ii) one (1) Business Day (hereinafter
defined) after having been deposited for overnight delivery with any reputable
overnight courier service, or (iii) three (3) Business Days after having been
deposited in any post office or mail depository regularly maintained by the
U.S. Postal Service and sent by registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:


-3-







	
 

	
 


	
If to
  Tenant:

	
Alfacell
  Corporation 


	
 

	
300 Atrium
  Drive 


	
 

	
Somerset, NJ
  08873 


	
 

	
Attention:
  ____________________


	
 

	
Facsimile
  No. _________________


	
 

	
 


	
With a copy
  to:

	
Nino A.
  Coviello, Esq.


	
 

	
Saiber
  Schlesinger Satz & Goldstein, LLC 


	
 

	
One Gateway
  Center


	
 

	
Newark, NJ
  07102


	
 

	
 


	
If to
  Landlord:

	
Jones Lang
  LaSalle 


	
 

	
300
  Interpace Parkway 


	
 

	
Morris
  Corporate Center I 


	
 

	
Parsippany,
  NJ 07054 


	
 

	
Attention:
  Ian King 


	
 

	
Facsimile
  No. 973-404-1499


	
 

	
 


	
With a copy
  to:

	
LaSalle
  Income & Growth Fund IV 


	
 

	
200 E.
  Randolph Dr.


	
 

	
Chicago,
  Illinois 60601 


	
 

	
Attention:
  Asset Manager 


	
 

	
Facsimile:
  (312) 782-4339


	
 

	
 


	
If to
  Lender:

	
Asset One
  Securitization, LLC


	
 

	
c/o AMACAR
  Group, L.L.C. 


	
 

	
6525
  Morrison Boulevard


	
 

	
Suite 318


	
 

	
Charlotte,
  North Carolina 28211 


	
 

	
Attention:
  Evelyn Echevarria 


	
 

	
Facsimile:
  (704) 365-1362


	
 

	
 


	
With a copy
  to:

	
Société
  Générale 


	
 

	
181 W.
  Madison 


	
 

	
Suite 3400 


	
 

	
Chicago,
  Illinois 60602 


	
 

	
Attention:
  Steve Coffman 


	
 

	
Facsimile:
  (312) 578-5199


	
 

	
 


	
With an
  additional

  copy to:

	

Société Générale


	
 

	
1221 Avenue
  of the Americas 


	
 

	
New York,
  New York 10020 


	
 

	
Attention:
  Karsten Kibbe 


	
 

	
Facsimile:
  (212) 278-4418





-4-







or addressed
as such party may from time to time designate by written notice to the other
parties. For purposes of this Section 7, the term “Business Day” shall mean a
day on which commercial banks are not authorized or required by law to close in
the state where the Property is located. Either party by notice to the other
may designate additional or different addresses for subsequent notices or
communications.


                    G.
Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of Lender, Tenant and Purchaser and their respective successors
and assigns.


                    H.
Governing Law. This Agreement shall be deemed to be a contract entered
into pursuant to the laws of the State where the Property is located and shall
in all respects be governed, construed, applied and enforced in accordance with
the laws of the State where the Property is located.


                    I.
Miscellaneous. This Agreement may not be modified in any manner or
terminated except by an instrument in writing executed by the parties hereto.
If any term, covenant or condition of this Agreement is held to be invalid,
illegal or unenforceable in any respect, this Agreement shall be construed
without such provision. This Agreement may be executed in any number of
duplicate originals and each duplicate original shall be deemed to be an
original. This Agreement may be executed in several counterparts, each of which
counterparts shall be deemed an original instrument and all of which together
shall constitute a single Agreement. The failure of any party hereto to execute
this Agreement, or any counterpart hereof, shall not relieve the other
signatories from their obligations hereunder. Whenever the context may require,
any pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural and vice versa.


                    J.
Joint and Several Liability. If Tenant consists of more than one person,
the obligations and liabilities of each such person hereunder shall be joint
and several.


                    K.
Definitions. The term “Lender” as used herein shall include the
successors and assigns of Lender and any person, party or entity which shall
become the owner of the Property by reason of a foreclosure of the Security
Instrument or the acceptance of a deed or assignment in lieu of foreclosure or
otherwise. The term “Landlord” as used herein shall mean and include the
present landlord under the Lease and such landlord’s predecessors and
successors in interest under the Lease, but shall not mean or include Lender.
The term “Property” as used herein shall mean the Property, the improvements
now or hereafter located thereon and the estates therein encumbered by the
Security Instrument.


                    L.
Further Acts. Tenant will, at the cost of Tenant, and without expense to
Lender, do, execute, acknowledge and deliver all and every such further acts
and assurances as Lender shall, from time to time, require, for the better
assuring and confirming unto Lender the property and rights hereby intended now
or hereafter so to be, or for carrying out the intention or facilitating the
performance of the terms of this Agreement or for filing, registering or
recording this Agreement, or for complying with all applicable laws.


-5-







                    M.
Limitations on Purchaser’s Liability. In no event shall the Purchaser,
nor any heir, legal representative, successor, or assignee of the Purchaser
have any personal liability for the obligations of Landlord under the Lease and
should the Purchaser succeed to the interests of the Landlord under the Lease,
Tenant shall look only to the estate and property of any such Purchaser in the
Property for the satisfaction of Tenant’s remedies for the collection of. a
judgment (or other judicial process) requiring the payment of money in the
event of any default by any Purchaser as landlord under the Lease, and no other
property or assets of any Purchaser shall be subject to levy, execution or
other enforcement procedure for the satisfaction of Tenant’s remedies under or
with respect to the Lease; provided, however, that the Tenant may exercise any
other right or remedy provided thereby or by law in the event of any failure by
Landlord to perform any such material obligation.


                    N.
Estoppel Certificate. Tenant, shall, from time to time, within ten (10)
days after request by Lender, execute, acknowledge and deliver to Lender a
statement by Tenant certifying (a) that the Lease is unmodified and in full
force and effect (or if there have been modifications, that the same is in full
force and effect as modified and stating the modifications), (b) the amounts of
fixed rent, additional rent, percentage rent, or other sums, if any, which are
payable in respect of the Lease and the commencement date and expiration date
of the Lease, (c) the dates to which the fixed rent, additional rent,
percentage rent, if any, and other sums which are payable in respect to the
Lease have been paid, (d) whether or not Tenant is entitled to credits or
offsets against such rent, and, if so, the reasons therefor and the amount
thereof, (e) that Tenant is not in default in the performance of any of its
obligations under the Lease and no event has occurred which, with
the giving of notice or the passage of time, or both, would constitute such a
default, (f) whether or not, to the best knowledge of the person certifying on
behalf of Tenant, Landlord is in default in the performance of any of its
obligations under the Lease, and, if so, specifying the same, (g) whether or
not, to the best knowledge of such person, any event has occurred which with
the giving of such notice or passage of time, or both would constitute such a
default, and, if so, specifying each such event, and (h) whether or not, to the
best knowledge of such person, Tenant has any claims, defenses or counterclaims
against Landlord under the Lease, and, if so, specifying the same, it being
intended that any such statement delivered pursuant hereto shall be deemed a
representation and warranty to be relied upon by Lender and by others with whom
Lender may be dealing, regardless of independent investigation. Tenant also
shall include in any such statement such other information concerning the Lease
as Lender may reasonably request.


[NO FURTHER TEXT ON THIS PAGE]


-6-







          IN
WITNESS WHEREOF, Lender, Tenant and Landlord have duly executed this Agreement
as of the date first above written.


	
 

	
 

	
 


	
 

	
LENDER:


	
 

	
 


	
 

	
ASSET ONE
  SECURITIZATION, LLC, 


	
 

	
a Delaware
  limited liability company


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
TENANT:


	
 

	
____________________________________________,


	
 

	
a

	
_________________________________________


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
LANDLORD:


	
 

	
 

	
 


	
 

	
I&G
  GARDEN STATE, L.L.C.,


	
 

	
a Delaware
  limited liability company


	
 

	
 

	
 


	
 

	
By: Jones
  Lang LaSalle Americas, Inc., its


	
 

	
 authorized agent


	
 


	
 

	
   By:


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:





7







          STATE
OF ______________________ )

                                                                         )
SS

          COUNTY OF
____________________ )


          I
certify that before me appeared this day _______________________, a person
known to me, who after being sworn stated that he is the
________________________, of LaSalle Income & Growth Fund IV, a Maryland
real estate investment trust, Managing Member of I & G Garden State,
L.L.C., a Delaware limited liability company and is duly authorized to act on
behalf of said limited liability company, and being informed of the contents
thereof, acknowledged execution of the foregoing instrument on behalf of and as
the act of said limited liability company.


          Witness
my hand and official seal, this ___ day of _________________ 2005.


	
 

	
 


	


	



	
 

	
Notary
  Public or

  Attorney at law of New Jersey


	
 

	
 





8







          STATE
OF ______________________ )

                                                                         )
SS

          COUNTY OF
____________________ )


          I
certify that before me appeared this day ________________, a person known to
me, who after being sworn stated that he is the ___________________________, of _____________________,
a _____________________, and is duly authorized to act on behalf of said
______________________, and being informed of the contents thereof, acknowledged execution of
the foregoing instrument on behalf of and as the act of said _____________________.


          Witness
my hand and official seal, this ______ day of _________________ 2005.


	
 

	
 


	


	



	
 

	
Notary
  Public or

  Attorney at law of New Jersey





-9-







EXHIBIT G


FORM OF LETTER OF LETTER OF CREDIT


[Insert name and address of issuing bank]


[insert date] 


IRREVOCABLE LETTER OF CREDIT NO. [Insert
number]


[Insert name and address of owner]


Dear Sir/Madam:


At the request
and for the account of [Insert name of tenant] located at [insert
address of tenant] (hereinafter call “Applicant”), we hereby
establish our Irrevocable Letter of Credit No. [insert number] in your favor and
authorize you to draw on us up to the aggregate amount of US$ [insert amount of
letter of credit] available by your draft(s) at sight drawn on us and
accompanied by the following:  


	
 

	
 

	
 


	
 

	
A statement signed as follows: “The drawer hereunder is entitled to
  draw upon this letter of credit pursuant to that certain lease agreement
  dated ____________________, by and between ____________________, as Landlord,
  and ____________________ as Tenant, as amended and as assigned (the ‘Lease’).”

	
 





This
Irrevocable Letter of Credit will be duly honored by us at sight within I
business day after presentment of this Letter of Credit and delivery of the
statement set forth above without inquiry as to the accuracy of such statement
and regardless of whether Applicant disputes the content of such statement.


We hereby
engage with you that all drafts drawn under and in compliance with the terms of
this Irrevocable Letter of Credit will be duly honored by us if presented at [insert
address of issuing bank] no later than [insert expiration date of Letter of
Credit] (subject to extension as set forth below), it being a
condition of this Irrevocable Letter of Credit that it shall be automatically
extended for periods of at least 12 months from the present and each future
expiration date unless, at least sixty (60) days prior to the relevant
expiration date, we notify you, by certified mail, return receipt requested,
that we elect not to extend this Irrevocable Letter of Credit for any
additional period. Furthermore, if the expiration date of the letter of credit
is a day on which our offices are closed for any reason other than a force
majeure event, the expiration date shall automatically be extended to the next
day that our offices are open. If the expiration date is a day on which our
offices are closed because of a force majeure event, the expiration date shall
automatically be extended to the 30th calendar day on which our
offices are open following such interruption.


This
Irrevocable letter of Credit is transferable at no charge to any transferee of
Beneficiary upon notice to the undersigned from you and such transferee. No
fees, charges, reimbursement or indemnity obligations will, be imposed on you
or such transferee in connection with such transfer, notwithstanding anything
to the contrary contained in any transfer form attached to this letter of
credit.


Except as
otherwise expressly stated herein, this credit is subject to the International
Standby Practices ISP98 (International Chamber of Commerce Publication no.
590).


Sincerely
yours,


[insert authorized signature] 


- 1 -







EXHIBIT H 


OUTLINE AND LOCATION OF OFFER PREMISES 








- 1 - 







EXHIBIT I 


INSTALLATION
STANDARDS 


	
 

	
 

	
 

	
 


	
1.

	
PRE-INSTALLATION REQUIREMENTS


	
 

	
 


	
 

	
1.A

	
Submit to owner for approval
  before installation the following:


	
 

	
 

	
 


	
 

	
 

	
1.A.1.

	
Dish or Antenna specifications,
  size, weight, etc.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
1.A.2. Penetrating or
  non-penetrating roof mount specification: height, weight, size, construction
  material. (Note: If using non­penetrating Ballasted Systems supply wind load
  calculations and meet or exceed the wind load criteria for the area having
  jurisdiction).


	
 

	
 

	
 

	
 


	
 

	
 

	
1.A.3.

	
Note if Ballast Tie Down Kit is
  being used.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
1.A.4. Rubber mat or membrane
  must be used under any Ballasted System and be authorized by contractor
  holding the roof manufacturer’s warranty.


	
 

	
 

	
 

	
 


	
 

	
1.B

	
Prior to a station being placed
  in service, it must be equipped with the following protective devices:


	
 

	
 

	
 


	
 

	
 

	
1.B.1

	
Lightning Arrestor. Contractor
  or installer must use building’s lightning protection company in order to
  maintain the UL listing for the building.


	
 

	
 

	
 

	
 


	
 

	
1.C

	
A frequency compatibility study
  may be performed to ensure that no interference will occur to existing
  equipment or to the surrounding area.


	
 

	
 

	
 


	
 

	
1.D

	
RF devices external to the
  station cabinet are not permitted without the approval of Landlord. The
  station cabinet shall be of sufficient size to house duplexors, cavities,
  isolators, etc.


	
 

	
 

	
 


	
2.

	
INSTALLATION


	
 

	
 


	
 

	
2.A

	
Installation of station
  equipment shall be accomplished in a professional manner using good
  engineering practice and quality craftsmanship. Station cabinets will be
  installed in the space allocated by Landlord.


	
 

	
 

	
 


	
 

	
2.B

	
Antennas and transmission lines
  are to be provided by the Tenant.


	
 

	
 

	
 


	
 

	
2.C

	
The use of RG/8 or RG58 is not
  permitted on transmitting equipment.


	
 

	
 

	
 


	
 

	
2.D

	
All power and telephone line
  cables shall be protected by grommets where they enter the station cabinets.


	
 

	
 

	
 


	
 

	
2.E

	
All equipment shall obtain power
  from separately metered receptacles to be installed by Tenant and at Tenant’s
  expense. Existing receptacles may be used if previously agreed by and
  included in the Agreement by Landlord. Under NO circumstances is one station
  to be plugged into the accessory outlets for another station.


	
 

	
 

	
 


	
 

	
2.F

	
Transmission line shall be
  grounded using copper wire or braid.





-1-







	
 

	
 

	
 


	
 

	
2.G

	
All cables and lines must be
  properly routed using existing cable trays. If cable trays are non­existent
  or inappropriate for the proper installation of the equipment, the Tenant
  will provide Landlord with a drawing of a proposed routing(s) for a new cable
  tray(s). Once approved by Landlord, Tenant may install, at Tenant’s expense,
  the cable tray(s) as approved.


	
 

	
 

	
 


	
 

	
2.H

	
All cable entry points to the
  Building must be through weatherproof penetration housing (microflect or the
  equivalent).


	
 

	
 

	
 


	
 

	
2.I

	
All cables and, lines must be
  properly fastened with acceptable clamps and fasteners. Plastic cable ties
  and wire ties are not allowed. All wall or ceiling penetrations must have
  proper fire rated assemblies approved by owner.


	
 

	
 

	
 


	
 

	
2.J

	
Tenant shall not violate or
  affect any existing Roof Warranty in any manner whatsoever.


	
 

	
 

	
 


	
 

	
2.K

	
Vapor Lock or equivalent will be
  used on all connectors and connections which are exposed to weather elements.
  Electrical tape will not be utilized outside the confines of the internal
  building structure for weatherproofing connections.


	
 

	
 

	
 


	
3.

	
TENANT OWNED AND OPERATED
  EQUIPMENT MAINTENANCE


	
 

	
 


	
 

	
3.A

	
Equipment at the site shall be
  properly maintained. The equipment shall not be allowed to degrade to a level
  of disrepair such that it becomes a source of interference or a life or property
  hazard.


	
 

	
 

	
 


	
 

	
3.B

	
All equipment shall have ID tags
  and a copy of a valid FCC Agreement affixed to it in full view. All ID tags
  shall be legible and shall show the Tenant’s name, address, telephone number,
  call sign, and tone squelch frequency. In addition, the authorized
  maintenance person or organization shall be shown along with their address
  and telephone number.





-2-







EXHIBIT J


LABORATORY SPECIFICATIONS


Alfacell Lab Summary


	
 

	
 


	
•

	
Research
  processes and activities “clean” biochemistry, tissue culture, genetic
  engineering.


	
 

	
 


	
•

	
Waste
  no radioisotopes, no waste down the drain except water from hand-washing or
  cleaning certain beakers (most containers are disposable) – waste (resins,
  serum, tissue culture, etc.) are autoclaved and carted away by special camer
  once or twice a year.


	
 

	
 


	
•

	
Gases
  typically used for tissue cultures – oxygen, hydrogen, nitrogen, etc.


	
 

	
 


	
•

	
Chemicals
  very small amounts – various saits for buffers, various alcohols/serum – all
  from lab suppliers – nothing noxious – no “drums” (gallon containers 5 liter
  containers).


	
 

	
 


	
•

	
Equipment
  incubators run on simple electricity, refrigerator, freezer, centerfuge,
  florameter, scales, HPLC’s, computers, MTT readers, one or two lamenter flow
  hoods – one external vent – little done under the hood.


	
 

	
 


	
•

	
Emissions
  yeast alcohol.


	
 

	
 


	
•

	
Layout most lab work completed at standard lab
  benches.









-1-