ex10_t.htm


    
      

    

    


    
      
        	
                September
      11, 2008

              	
                Exhibit
      10(t)

              


      

    

     

    

     

    LEASE

    BETWEEN

    TEN
MIDDLE ASSOCIATES

    (LANDLORD)

    &

    CLEAN
DIESEL TECHNOLOGIES, INC.

    (TENANT)

     

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          	 
      	
                  Table
      of Contents

                
	
                  ARTICLE
      1

                	
                  1

                
	
                  Demise,
      Premises, Term, Rents

                	
                  1

                
	
                  ARTICLE
      2

                	
                  2

                
	
                  Use

                	
                  2

                
	
                  ARTICLE
      3

                	
                  3

                
	
                  Preparation
      of the Demised Premises

                	
                  3

                
	
                  ARTICLE
      4

                	
                  3

                
	
                  When
      Demised Premises Ready for Occupancy

                	
                  3

                
	
                  ARTICLE
      5

                	
                  4

                
	
                  Security
      Deposit

                	
                  4

                
	
                  ARTICLE
      6

                	
                  5

                
	
                  Adjustments
      of Rent for Changes in Real Estate Taxes

                	
                  5

                
	
                  ARTICLE
      7

                	
                  6

                
	
                  Adjustment
      of Rent for Changes in Operating Costs

                	
                  6

                
	
                  ARTICLE
      8

                	
                  7

                
	
                  Subordination,
      Attornment, Notice to Lessor and Mortgagees

                	
                  7

                
	
                  ARTICLE
      9

                	
                  7

                
	
                  Quiet
      Enjoyment

                	
                  7

                
	
                  ARTICLE
      10

                	
                  7

                
	
                  Assignment,
      Mortgaging, Subletting

                	
                  7

                
	
                  ARTICLE
      11

                	
                  10

                
	
                  Compliance
      with Laws and Requirements of Public Authorities

                	
                  10

                
	
                  ARTICLE
      12

                	
                  11

                
	
                  Insurance

                	
                  11

                
	
                  ARTICLE
      13

                	
                  11

                
	
                  Rules
      and Regulations

                	
                  11

                
	
                  ARTICLE
      14

                	
                  12

                
	
                  Alterations
      and Tenant's Property

                	
                  12

                
	
                  ARTICLE
      15

                	
                  13

                
	
                  Repairs
      and Maintenance

                	
                  13

                
	
                  ARTICLE
      16

                	
                  14

                
	
                  Electrical
      Energy & Cleaning & Janitorial Services

                	
                  14

                
	
                  ARTICLE
      17

                	
                  14

                
	
                  Heat,
      Ventilation and Air Conditioning

                	
                  14

                
	
                  ARTICLE
      18

                	
                  15

                
	
                  Landlord's
      other Services

                	
                  15

                
	
                  ARTICLE
      19

                	
                  16

                
	
                  Access,
      Changes in Building Facilities, Name

                	
                  16

                
	
                  ARTICLE
      20

                	
                  16

                
	
                  Shoring,
      Notice of Accidents, etc.

                	
                  16

                
	
                  ARTICLE
      21

                	
                  17

                
	
                  Non-Liability
      and Indemnification

                	
                  17

                
	
                  ARTICLE
      22

                	
                  18

                
	
                  Destruction
      or Damage

                	
                  18

                
	
                  ARTICLE
      23

                	
                  18

                
	
                  Eminent
      Domain

                	
                  18

                
	
                  ARTICLE
      24

                	
                  19

                
	
                  Surrender
      - Holding Over

                	
                  19

                
	
                  ARTICLE
      25

                	
                  19

                
	
                  Conditions
      of Limitation

                	
                  19

                
	
                  ARTICLE
      26

                	
                  20

                
	
                  Re-Entry
      By Landlord - Default Provisions

                	
                  20

                


        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  ARTICLE
      27

                	
                  21

                
	
                  Damages

                	
                  21

                
	
                  ARTICLE
      28

                	
                  22

                
	
                  Waivers

                	
                  22

                
	
                  ARTICLE
      29

                	
                  22

                
	
                  No
      Other Waivers or Modifications

                	
                  22

                
	
                  ARTICLE
      30

                	
                  23

                
	
                  Curing
      Tenant's Defaults

                	
                  23

                
	
                  ARTICLE
      31

                	
                  23

                
	
                  Consents
      - Broker

                	
                  23

                
	
                  ARTICLE
      32

                	
                  23

                
	
                  Notices

                	
                  23

                
	
                  ARTICLE
      33

                	
                  24

                
	
                  Arbitration

                	
                  24

                
	
                  ARTICLE
      34

                	
                  25

                
	
                  Estoppel
      Certificate, Recording

                	
                  25

                
	
                  ARTICLE
      35

                	
                  25

                
	
                  No
      Other Representations, Construction, Governing Law

                	
                  25

                
	
                  ARTICLE
      36

                	
                  25

                
	
                  Parties
      Bound

                	
                  25

                
	
                  ARTICLE
      37

                	
                  26

                
	
                  Certain
      Definitions and Constructions

                	
                  26

                
	
                  ARTICLE
      38

                	
                  28

                
	
                  Restrictions
      and Mortgagee Approval

                	
                  28

                
	
                  ARTICLE
      39

                	
                  28

                
	
                  Parking

                	
                  28

                
	
                  ARTICLE
      40

                	
                  28

                
	
                  Option to Renew

                	
                  28

                
	
                  ARTICLE
      41

                	
                  28

                
	
                  Termination
      Right

                	
                  28

                
	
                  ARTICLE
      42

                	
                  29

                
	
                  Untenantability

                	
                  29

                
	
                  EXHIBIT
      "A"

                	
                  31

                
	
                  Premises
      Plan

                	
                  31

                
	
                  EXHIBIT
      "B"

                	
                  32

                
	
                  Rules
      and Regulations

                	
                  32

                
	
                  EXHIBIT
      "C"

                	
                  34

                
	
                  Work
      Letter

                	
                  34

                
	
                  INSTRUCTIONS
      TO TENANT CONTRACTORS

                	
                  35

                
	
                  INSTRUCTIONS
      TO MOVING CONTRACTORS

                	
                  36

                


        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Lease
dated as of September, 2008, between TEN MIDDLE ASSOCIATES, a partnership,
having its office at 10 Middle Street, Bridgeport, Connecticut (hereinafter
called the "Landlord") and CLEAN DIESEL TECHNOLOGIES, INC., a Delaware
corporation with an office at 300 Atlantic Street, Suite 702, Stamford, CT 06901
(hereinafter called the "Tenant")

     

    WITNESSETH:

     

    In
consideration of the mutual covenants and agreements herein contained and other
good and valuable consideration, Landlord and Tenant hereby agree as
follows:

     

    ARTICLE
1

    Demise,
Premises, Term, Rents

     

    1.01.  Landlord
hereby leases to Tenant, and Tenant hereby hires from Landlord, the premises
hereinafter described, in the building (referred to herein as the "Building")
known as Park City Plaza, 10 Middle Street, in the City of Bridgeport,
Connecticut (the "City"), for the term hereinafter stated, for the rents
hereinafter reserved and upon and subject to the conditions (including
limitations, restrictions and reservations) and covenants hereinafter
provided.  Each party hereto expressly covenants and agrees to observe
and perform all of the conditions and covenants herein contained on its part to
be observed and performed.

     

    1.02.  The
premises hereby leased to Tenant are 5,515 rentable square feet on the 11th floor
in said Building and are outlined on the floor plan(s) annexed hereto as Exhibit
"A" and hereby made a part hereof.  Said premises constitute and are
hereinafter called the "Demised Premises" or "Premises".

     

    1.03.  The
term of this Lease, for which the Demised Premises are hereby leased, shall
commence on January 1,  2009 or if the Landlord’s contractor does the
work under Article 4 of this Lease the date of substantial completion of the
Demised Premises as defined in Section 4.01(a) of this Lease if later than
January 1, 2009 (hereinafter called the "Commencement Date") and shall end at
noon on December 31, 2015 which ending date is hereinafter called the
"Expiration Date" or shall end on such earlier date upon which said term may
expire or be cancelled or terminated pursuant to any of the conditions or
covenants of this Lease or pursuant to law.

     

    1.04.  Tenant
shall pay to Landlord without notice or demand and without abatement, deduction
or set-off, in lawful money of the United States of America, at the office of
the Landlord or at such other place as Landlord may designate, the fixed rent
and additional rent reserved under this Lease for each year of the term thereof,
which payments shall consist of:

     

    a) Fixed
Rent of Eight Hundred Ninety Three Thousand Four Hundred Thirty Six Dollars
($893,436.00) for the seven-year term of the Lease, payable as
follows:

     

    (i) Fixed
Rent of One Hundred Ten Thousand Three Hundred Four Dollars, ($110,304.),
payable in twelve equal monthly installments of  Nine Thousand One
Hundred Ninety Two Dollars ($9,192.) in advance on the first day of each
calendar month during year one of this Lease;

     

    (ii)
Fixed Rent of One Hundred Fifteen Thousand Eight Hundred Twelve Dollars,
($115,812.), payable in twelve equal monthly installments of Nine Thousand Six
Hundred Fifty One Dollars ($9,651.) in advance on the first day of each calendar
month during year two of this Lease;

     

    (iii)
Fixed Rent of One Hundred Twenty Six Thousand Eight Hundred Forty Dollars,
($126,840.) payable in twelve equal monthly installments of Ten Thousand Five
Hundred Seventy Dollars ($10,570.) in advance on the first day of each calendar
month during year three of this Lease;

     

    (iv)
Fixed Rent of One Hundred Twenty Six Thousand Eight Hundred Forty Dollars,
($126,840.) payable in twelve equal monthly installments of Ten Thousand Five
Hundred Seventy Dollars ($10,570.) in advance on the first day of each calendar
month during year four of this Lease;

     

    (v) Fixed
Rent of One Hundred Thirty Seven Thousand Eight Hundred Eighty Dollars
($137,880.) payable in twelve equal monthly installments of Eleven Thousand Four
Hundred Ninety Dollars ($11,490.) in advance on the first day of each calendar
month during year five of this Lease;

     

    (vi)
Fixed Rent of One Hundred Thirty Seven Thousand Eight Hundred Eighty Dollars
($137,880.) payable in twelve equal monthly installments of Eleven Thousand Four
Hundred Ninety Dollars ($11,490.) in advance on the first day of each calendar
month during year six of this Lease;

     

    (vii)
Fixed Rent of One Hundred Thirty Seven Thousand Eight Hundred Eighty Dollars
($137,880.) payable in twelve equal monthly installments of Eleven Thousand Four
Hundred Ninety Dollars ($11,490.) in advance on the first day of each calendar
month during year seven of this Lease;

    


    
      
        
           


        

        
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    The
“first day of the month” referred to above for purposes of payment shall mean
the first business day of the respective month.  A “business day”
shall mean a day when banks are open for business in the State of
Connecticut.

     

    (b)  Additional
rent consisting of all such other sums of money as shall become due from and
payable by Tenant to Landlord hereunder (for default in payment of which
Landlord shall have the same remedies as for a default in payment of fixed
rent).

     

    1.05.  Tenant
shall pay the fixed rent and additional rent herein reserved promptly as and
when the same shall become due and payable.  If the Commencement Date
shall occur on a day other than the first day of a calendar month, the fixed
rent for such calendar month shall be prorated for the period from the
Commencement Date to the last day of the said calendar month and shall be due
and payable on the Commencement Date.  Notwithstanding the provisions
of the next preceding sentence or of Section 4.01(a), Tenant shall pay the first
full calendar monthly installment of fixed rent on the execution of this
Lease.  If Tenant shall fail to pay when the same is due any fixed
rent or additional rent, such unpaid amounts shall bear interest at the rate of
eighteen percent (18%) per annum from the due date to the date of
payment.  If Tenant shall fail to pay any rents, charges or other
sums, within ten (10) days after the same become due and payable, then Tenant
shall also pay to Landlord additional rent to cover Landlord's additional
overhead and administrative costs and expenses arising out of each such late
payment in the amount of five percent (5%) of the delinquent
payment.  Any payments of any kind from the Tenant to the Landlord
returned by Landlord’s depository for insufficient funds, account closed or the
like will be subject to an additional handling charge of $50.00 per item and
upon a reoccurrence thereafter, Landlord may require Tenant and Tenant agrees to
pay all future payments of rent or other sums by money order, cashiers check,
certified check, or wire transfer.  The provisions herein for interest
and late charges shall not be construed to extend the date for payment of any
sums required to be paid by Tenant hereunder or to relieve Tenant of its
obligation to pay all such sums at the time or times herein
stipulated.  Notwithstanding the imposition of such interest and/or
late charges, Tenant shall be in default under this Lease if any or all payments
required to be made by Tenant are not made at the time herein stipulated in
Section 25.02 of this Lease plus any applicable grace period.  Neither
the demand for, nor collection by Landlord, of such interest and/or late charges
shall be construed as a curing of such default on the part of the
Tenant.

     

    ARTICLE
2

    Use

     

    2.01.  Tenant
shall use and occupy the Demised Premises for executive offices, sales offices
and/or general offices for the conduct of any lawful and reputable business not
prohibited by Section 2.02, or by any exclusive use granted to a tenant, or any
rule or regulation of governmental authority, and for no other
purpose.

     

    2.02.  The
use of the Demised Premises for the purposes specified in Section 2.01 shall not
in any event be deemed to include, and Tenant shall not use, or permit the use
of, the Demised Premises or any part thereof for

     

    (a) sale
of, or traffic in, any spirituous liquors, wines, ale or beer kept in the
Demised Premises:

     

    (b) sale
at retail of any other products or materials kept in the Demised Premises, by
vending machines or otherwise, or demonstrations to the public, except as may be
specifically agreed to by Landlord in writing:

     

    (c)
manufacturing, printing or electronic data processing, except for the operation
of normal business office reproducing and printing equipment, electronic data
processing equipment and other business machines for Tenant's own requirements
at the Demised Premises; provided only that such use shall not exceed that
portion of the mechanical or electrical capabilities of the building equipment
allocable to the Demised Premises:

     

    (d) The
rendition of medical, dental or other diagnostic or therapeutic
services:

     

    (e) the
conduct of a public auction of any kind:

     

    (f) a
restaurant, bar, or the sale of confectionery, tobacco, newspapers, magazines,
soda, beverages, sandwiches, ice cream, baked goods or similar items, or the
preparation, dispensing or consumption of food and beverages in any manner
whatsoever.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    2.03.  Tenant
shall not suffer or permit the Demised Premises or any part thereof to be used
in any manner, or anything to be done therein, or suffer or permit anything to
be brought into or kept therein, which would in any way (i) violate any of the
provisions of any grant, lease or mortgage to which this Lease is subordinate,
(ii) violate any laws or requirements of public authorities, (iii) make void or
voidable any fire or liability insurance policy then in force with respect to
the Building, (iv) make unobtainable from reputable insurance companies
authorized to do business in the State of Connecticut at standard rates any fire
insurance with extended coverage, or liability, elevator or boiler or other
insurance required to be furnished by Landlord under the terms of any lease or
mortgage to which this Lease is subordinate, (v) cause or in Landlord's opinion
be likely to cause physical damage to the Building or any part thereof, (vi)
constitute a public or private nuisance, (vii) impair in the opinion of the
Landlord the appearance, character or reputation of the Building, (viii)
discharge objectionable fumes, vapors or odors into the Building air
conditioning system or into the Building flues or vents not designed to receive
them or otherwise in such manner as may unreasonably offend other occupants,
(ix) impair or interfere with any of the Building services or the proper and
economic heating, cleaning, air conditioning or other servicing of the Building
or the Demised Premises or impair or interfere with or tend to impair or
interfere with the use of any of the other areas of the Building by, or occasion
discomfort, annoyance or inconvenience to Landlord or any of the other tenants
or occupants of the Building, or (x) cause Tenant to default in any of its other
obligations under this Lease.  The provisions of this Section, and the
application thereof, shall not be deemed to be limited in any way to or by the
provisions of the following Sections of this Article or any of the Rules and
Regulations referred to in Article 13 or Exhibit "B" attached hereto, except as
may therein be expressly otherwise provided.

     

    2.04.  If
any governmental license, certificate or permit, shall be required for the
proper and lawful conduct of Tenant's business in the Demised Premises, or any
part thereof and if failure to secure such license or permit would in any way
affect Landlord, the Tenant, at its expense, shall duly procure and thereafter
maintain such license, certificate or permit and submit the same to inspection
by Landlord.  Tenant shall at all times comply with the terms and
conditions of each such license, certificate or permit, but in no event shall
failure to procure and maintain same by Tenant affect Tenant's obligations
hereunder.

     

    2.05.  Tenant
shall not at any time use or occupy, or suffer or permit anyone to use or occupy
the Demised Premises, or do or permit anything to be done in the Demised
Premises, in violation of the Certificate of Occupancy for the Demised Premises
or for the Building.

     

    2.06.  Tenant
shall not place a load upon any floor of the Demised Premises exceeding the
floor load per square foot which such floor was designed to carry a total of 70
PSF uniform distributed live load and which is allowed by certificate, rule,
regulation, permit or law.  Landlord reserves the right to prescribe
the weight and position of all safes and vaults which must be placed by Tenant,
at Tenant's expense.  Business machines and mechanical equipment shall
be placed and maintained by Tenant, at Tenant's expense, in such manner as shall
be sufficient in Landlord's judgment to absorb and prevent vibration, noise and
annoyance.

     

    ARTICLE
3

    Preparation
of the Demised Premises

     

    3.01.  Prior
to the Commencement Date, Landlord will substantially perform all the work in
the Demised Premises as set forth in Exhibit "C" (the "Work Letter") upon the
terms and conditions specified in the Work Letter.

     

    3.02.  Landlord's
agreement to do the work in the Demised Premises shall not require it to incur
overtime costs and expenses and shall be subject to unavoidable delays due to
acts of God, governmental restrictions, strikes, labor disturbances, shortage of
materials and supplies and for any other causes or events beyond Landlord's
reasonable control.

     

    3.03.  Landlord
may afford Tenant and its employees, agents and contractors access to the
Demised Premises, at reasonable times prior to the Commencement Date and at
Tenant's sole risk and expense, for the purposes of making preparations for
Tenant's occupancy.  Access for such purposes shall not be deemed to
constitute possession or occupancy accelerating the Commencement Date or
Tenant's obligation to pay fixed rent under this Lease.

     

    3.04.  If
Tenant employs or uses any contractor or sub-contractor other than Landlord in
the performance of any work in connection with Tenant's initial occupancy, all
of Tenant's duties and obligations set forth in Sections 14.05 and 14.06
(relating to Tenant's duties and obligations in making alterations) shall be
applicable to and binding upon Tenant with respect to any such
work.

     

    ARTICLE
4

    When
Demised Premises Ready for Occupancy

     

    4.01.  The
Demised Premises shall be deemed ready for occupancy on the earliest date on
which all of the following conditions have been met:

     

    (a) The
Work described in the Work Letter to be performed by Landlord has been
substantially completed.  Substantially completed shall mean all walls
and partitions, doors and locksets, lighting fixtures and ceiling tiles,
electrical outlets and electrical and carpeting identified in the Work Letter
shall be completed, the Demised Premises shall be free of ladders, scaffolding,
construction equipment and debris and a certificate of occupancy or temporary
certificate of occupancy has been issued allowing the Tenant to occupy the
Demised Premises.

     

    (b)
Adequate means of access have been provided, and the use without material
interference of the facilities necessary to Tenant's occupancy of the Demised
Premises, including corridors, elevators and stairways and heating, ventilating,
air conditioning, sanitary, water, and electrical lighting and power facilities
are available to Tenant in accordance with Landlord's obligations under this
Lease.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    (c) The
facilities and systems serving the Building and passing through the Demised
Premises have been completed to the extent required to provide adequate services
to the Demised Premises, the exterior of the Building has been substantially
completed, including all of the windows of the Demised Premises, and the
remaining work to be done in the Building is of such nature as will not
materially interfere with Tenant's use of the Demised Premises or access
thereto.

     

    4.02.  If
the occurrence of any of the conditions listed in Section 4.01 and thereby the
making of the Demised Premises ready for occupancy shall be delayed due to any
act or omission of Tenant or any of its employees, agents or contractors,
including but not limited to failure by Tenant to act promptly when any consent
or approval may be requested by Landlord, or to plan or execute work to be
performed by Tenant diligently and expeditiously, the Demised Premises shall be
deemed ready for occupancy on the date when they would have been ready but for
any such delay.

     

    4.03.  The
Commencement Date of this Lease is scheduled to be on January 1, 2009 or if the
Landlord’s contractor does the work under Article 4 of this Lease the date of
substantial completion of the Demised Premises as defined in Section 4.01 of
this Lease if later than January 1, 2009 and Landlord shall attempt to have the
Demised Premises ready for Tenant's occupancy on or before such
date.  If the Demised Premises are not ready for Tenant's occupancy on
or before said date, this Lease shall remain in full force and effect and the
Commencement Date shall occur when the Demised Premises shall be deemed ready
for occupancy under Section 4.01; provided, however, that if the Demised
Premises are not ready for Tenant's occupancy on or before April 1, 2009 for any
reason not the fault of Tenant, Tenant shall have the right to cancel this Lease
by giving written notice of such cancellation to Landlord at any time after
April 1, 2009, unless the Demised Premises are ready for Tenant’s occupancy
within ten (10) business days after such notice.  In the event of such
cancellation, this Lease shall be null and void, and neither party shall have
any liability to the other, except as otherwise provided herein.  If
such notice of cancellation is not so given, this Lease shall remain in full
force and effect.  Landlord shall have no liability to Tenant for
failure to give possession of the Premises on the Commencement Date, in the
event of the holding over or retention of possession of any tenant, undertenant
or occupant, nor shall any such delay be deemed to extend the Term.

     

    4.04.  If
the whole of the Demised Premises shall not be ready for occupancy at
approximately the same time, Tenant may, with the written consent of Landlord,
take possession of any part or parts of the Demised Premises for its use and
occupancy before the Commencement Date.  Tenant shall be deemed to
have taken possession of a part of the Demised Premises for use and occupancy
(herein called "actual possession") when any personnel of Tenant or anyone
claiming under or through Tenant shall first occupy such part for the conduct of
business.  Tenant's actual possession of any part of the Demised
Premises prior to the Commencement Date shall be subject to all of the
obligations of this Lease, including the payment of rent, which payment shall be
reasonably apportioned.

     

    As long
as it in no way interferes with Landlord’s Work and upon scheduled approval by
Landlord and at Landlord’s direction for placement, Tenant, its agents,
employees or vendors may enter the Demised Premises from time to time prior to
the Commencement Date to deliver or install Tenant’s personal property and such
entry shall not be deemed to be occupancy of the Demised Premises.

     

    4.05.  On
the Commencement Date or at such time as Tenant shall take actual possession of
the whole or part of the Demised Premises, whichever shall be earlier, it shall
be conclusively presumed that the same were in satisfactory condition as of the
Commencement Date or the date or dates of such taking of possession, unless
within thirty (30) days after such date Tenant shall have given Landlord notice
specifying in which respects the Demised Premises were not in satisfactory
condition.  However, nothing contained in this Section shall be deemed
to relieve Landlord from, and Landlord shall perform, its obligation to
complete, with reasonable speed and diligence, such details of construction,
mechanical adjustment and decoration as shall have been unperformed at the time
Tenant took actual possession, but Tenant shall not be entitled to any rent
abatement on account of any such incomplete work.

     

    ARTICLE
5

    Security
Deposit

     


    
      5.01.  Tenant,
upon the execution of this Lease, shall deposit with Landlord the sum of TWENTY
TWO THOUSAND NINE HUNDRED EIGHTY DOLLARS ($22,980) as a Security
Deposit.  Said deposit shall be held by Landlord without liability for
interest, as security for the faithful performance by Tenant of all of the
terms, covenants, and conditions of this Lease by Tenant to be kept and
performed during the term hereof.  If at any time during the term of
this lease any of the rent herein reserved shall be overdue and unpaid, or any
other sum payable by Tenant to Landlord hereunder shall be overdue and unpaid
then Landlord may, at the option of Landlord (but Landlord shall not be required
to), appropriate and apply any portion of said deposit to the payment of any
such overdue rent or other sum.
  


    
      
        
           


        

        
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    5.02.  In
the event of the failure of Tenant to keep and perform any of the terms,
covenants and conditions of this Lease to be kept and performed by Tenant, then
Landlord at its option may appropriate and apply said entire deposit, or so much
thereof as may be necessary, to compensate the Landlord for loss or damage
sustained or suffered by Landlord due to such breach on the part of
Tenant.  Should the entire deposit, or any portion thereof, be
appropriated and applied by Landlord for the payment of overdue rent or other
sums due and payable to Landlord by Tenant hereunder, then Tenant shall, upon
the written demand of Landlord, forthwith remit to Landlord a sufficient amount
in cash to restore said security to the original sum deposited, and Tenant's
failure to do so within five (5) days after receipt of such demand shall
constitute a breach of this Lease.  Should Tenant comply with all of
said terms, covenants and conditions and promptly pay all of the rent herein
provided for as it falls due, and all other sums payable by Tenant to Landlord
hereunder, the said deposit shall be returned in full to Tenant at the end of
the term of this Lease, or upon the earlier termination of this
Lease.

    
    

     

    5.03.  Landlord
shall deliver the funds deposited hereunder by Tenant to the purchaser or other
successor of Landlord's interest in the Building, in the event that such
interest be sold, and thereupon Landlord shall be discharged from any further
liability with respect to such deposit.  Landlord will agree to give
Tenant an affidavit that it has turned over the Security Deposit to the
successor in interest to the Landlord.

     

    ARTICLE
6

    Adjustments
of Rent for Changes in Real Estate Taxes

     

    6.01.  (a)
The term "Tax Base Year" shall mean the tax fiscal year of July 1 2008
to June 30, 2009.

     

    (b) The
term "Common Areas" shall mean the land and pedestrian deck, together with the
parking garage and loading dock facility.

     

    (c) The
term "Real Estate Taxes" shall mean 100% of the taxes and assessments levied,
assessed or imposed at any time by any governmental authority upon or against
the Building, and 100% of such taxes and assessments levied against the Common
Areas, and also any tax or assessment levied, assessed or imposed at any time by
any governmental authority in connection with the receipt of income or rents
from the Building and Common Areas, to the extent that same shall be in lieu of
or in addition to all or a portion of any of the aforesaid taxes or assessments
upon or against the Building and Common Areas.  The term "Real Estate
Taxes" shall not mean any interest or penalties which may become due by reason
of the failure to pay any such taxes when due and payable; or any municipal,
state or federal income, estate, inheritance, transfer, corporate or franchise
taxes assessed against Landlord unless and to the extent that same are assessed
in lieu of part or all of real estate taxes as presently constituted and are
computed as if Landlord owned no other property.  Landlord shall
cooperate with Tenant in Tenant’s application for enterprise zone tax
benefits.  Landlord does not guaranty that Tenant will qualify for
enterprise zone tax benefits and if Tenant does not get enterprise zone tax
benefits, the Lease shall remain in full force and effect.

     

    (d) The
term "Tenant's Proportionate Share" shall be 2.9 %.

     

    6.02.  (a)
In addition to the annual fixed rent, Tenant agrees to pay as additional rent an
amount equal to Tenant's Proportionate Share of the excess of Real Estate Taxes
payable by Landlord for each tax fiscal year of the City or other taxing
authority which is subsequent to the Tax Base Year, over the Real Estate Taxes
payable by Landlord for the Tax Base Year, netted with any enterprise zone
benefit granted to Tenant, if any.

     

    Tenant's
obligation to pay such additional rent required under (a) above, shall commence
on July 1, 2009 and Tenant shall pay such additional rent, with respect to each
tax fiscal year subsequent to the Tax Base Year in two equal installments, on
each July 1st and January 1st (as the case may be) and each subsequent July 1st
and January 1st during the balance of the term of this Lease.

     

    Within
thirty (30) days after the Expiration Date, Landlord shall pay to Tenant an
amount equal to that portion, if any, of any such additional rent which is
attributable to the period subsequent to the Expiration Date.

     

    Said
times for the payment of taxes, July 1 and January 1, are based on the present
time for the payment of real estate taxes in the City.  If the City or
other governmental authority changes the dates for the payment of Real Estate
Taxes, then said changed dates shall be sequentially substituted for the July
1st and January 1st dates contained herein.

     

    6.03.  Landlord
shall furnish to Tenant a copy of the Assessor's reports showing the assessment
for the Building and the Common Areas and the report or reports showing the
increased assessment therefor and all applicable tax bills, or such other
evidence coming from the Assessor's and/or Tax Collector's office which will
show the assessments and tax involved or some other reasonable documentation of
the matter.

     

    6.04.  Any
dispute between Landlord and Tenant arising out of an adjustment provided for in
this Article 6 shall be submitted to arbitration pursuant to Article 33 of this
Lease.  Pending the determination of such dispute, Tenant shall pay
the amount specified in the statement, without prejudice to Tenant's position
and subject to refund by Landlord if the dispute shall be determined in Tenant's
favor.

    


    
      
        
           


        

        
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    ARTICLE
7

    Adjustment
of Rent for Changes in Operating Costs

     

    7.01.  (a)
In the event that the Operating Costs for an Operating Year shall exceed the
Operating Costs for the Base Year, Landlord shall adopt an Adjustment Date in
the succeeding Operating Year or after, and within ten (10) days of the
Adjustment Date, Tenant shall pay to Landlord an amount equal to the Tenant's
Proportionate Share of such excess (without setoff or deduction of any kind and
as additional rent), less the amount of additional rent, if any, which Tenant
paid to Landlord, as additional rent under subparagraph (b) below, during the
Operating Year in question.

     

    (b)
Tenant shall also pay to Landlord, as additional rent (in equal monthly
installments) in each succeeding Operating Year, retroactive to the first month
of such year, a sum equal to Tenant's Proportionate Share of the amount by which
the Operating Costs for the immediately preceding Operating Year exceeded the
Operating Costs for the Base Year.

     

    (c) If
the Operating Costs for any Operating Year shall be less than the Operating
Costs for the previous year, Landlord shall credit such amount of Tenant's
Proportionate Share to Tenant, but in no event will the Annual Fixed Rent be
reduced below that amount stated in Article 1.

     

    7.02.  For
the purposes of this Article, the following terms shall have the following
meanings:

     

    (a) The
term "Base Year" shall mean the year ending September 2009.

     

    (b) The
term "Operating Year" shall mean each twelve-month period adopted by the
Landlord subsequent to the Base Year.

     

    (c) The
term "Common Areas" shall mean the land and pedestrian deck, together with the
parking garage and loading dock facility.

     

    (d) The
term "Adjustment Date" shall be a date adopted by the Landlord subsequent to
each Operating Year.

     

    (e) The
term "Tenant's Proportionate Share" shall be 2.9%.

     

    (f) The
term "Operating Costs" shall mean the aggregate of all expenses paid or incurred
by Landlord for the operation of the Building and 100% of such expenses paid or
incurred by Landlord for the operation of the Common Areas, and shall include
without limitation the following:

     

    (i)  Wages
and salaries paid by Landlord, including all fringe benefits and taxes related
thereto paid by Landlord, of employees directly engaged in cleaning, maintenance
and repair of the Building, Building equipment and Common Areas, and performing
the functions of garbage and snow removal, landscaping and security, including a
customary managing agent's fee; or the cost to Landlord of an independent
contractor performing any such services;

     

    (ii)  Any
and all supplies and materials utilized by Landlord or independent contractors
of Landlord in the performance of the items set forth in subparagraph (i)
immediately preceding;

     

    (iii)  The
cost of supplying utilities to the Building and Common Areas;

     

    (iv)  Insurance
premiums paid by Landlord with respect to the Building and Common Areas;
and

     

    (v)  Legal
and Accounting fees and disbursements, and any other expense or charge of any
nature whatsoever which, in accordance with generally accepted accounting
principles with respect to the operation of a first-class office building, would
be construed as an operating expense, excluding, however, real property taxes,
depreciation, interest on and amortization of debt, and any items otherwise
properly constituting such an operating expense to the extent payment therefor
is received from or payable by tenants for services rendered or performed
directly for the account of such tenants or for which a tenant pays directly
under an electricity schedule.

    
       


      7.03.  Landlord
shall advise Tenant by a written statement certified to be correct by Landlord
or its agent, of increased Operating Costs for any Operating
Year.  The statement shall show the amount of Tenant's Proportionate
Share caused by such increase and shall establish the Adjustment Date, and the
manner in which the adjustment is computed.

      
      

       

      7.04.  Tenant
and Landlord agree that for all purposes in any way connected with or arising
out of this Article 7, the statement delivered by Landlord pursuant to Section
7.03 shall be binding and conclusive on the Tenant unless objected to by Tenant
within thirty (30) days after receipt thereof, specifying the respects in which
the statement is claimed to be incorrect.  The Tenant shall have the
right to require the production of Landlord's books which relate to these items
of cost and the right, within said thirty (30) day period, to deliver notice of
disagreement with respect to any item of Operating Costs.
 



    
      
        
           


        

        
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    7.05.  Any
dispute between Landlord and Tenant arising out of an adjustment provided for in
this Article 7 shall be submitted to arbitration pursuant to Article 33 of this
Lease.  Pending the determination of such dispute, Tenant shall pay
the amount specified in the statement, without prejudice to Tenant's position
and subject to refund by Landlord if the dispute shall be determined in Tenant's
favor.

     

    ARTICLE
8

    Subordination,
Attornment, Notice to Lessor and Mortgagees

     

    8.01.  This
Lease, and all rights of Tenant hereunder, are and shall be subject and
subordinate in all respects to all present and future ground leases, over-riding
leases and underlying leases and/or grants of term of the land and/or the
Building or the portion thereof in which the Demised Premises are located in
whole or in part now or hereafter existing and to all mortgages and building
loan agreements, including leasehold mortgages and building loan agreements,
which may now or hereafter affect the land and/or the Building and/or any of
such leases, whether or not such mortgages shall also cover other lands and/or
buildings, to each and every advance made or hereafter to be made under such
mortgages, and to all renewals, modifications, replacements and extensions of
such leases and such mortgages and spreaders, consolidations and correlations of
such mortgages.    This Section shall be self-operative and
no further instrument of subordination shall be required.  In
confirmation of such subordination, Tenant shall promptly execute and deliver an
instrument, in recordable form, if required, that Landlord, the lessor of any
such lease or the holder of any such mortgage or any of their respective
successors in interest may request to evidence such subordination, and Tenant
hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute
any such instrument for and on behalf of Tenant.  The leases to which
this Lease is, at the time referred to, subject and subordinate pursuant to this
Article are hereinafter sometimes called "superior leases" and the mortgages to
which this Lease is at the time referred to, subject and subordinate are
hereinafter sometimes called "superior mortgages" and the lessor of a superior
lease or its successor in interest at the time referred to is hereinafter
sometimes called a "lessor".

     

    8.02.  Landlord
hereby notifies Tenant that in accordance with the terms of a superior mortgage,
this Lease may not be modified or amended so to reduce the rent, shorten the
term, or adversely affect in any other respect to any material extent the rights
of the Landlord hereunder, or be cancelled or surrendered without the prior
written consent of the holder of the superior mortgage in each instance, except
that said Mortgagee's consent shall not be required to the institution or
prosecution of any action or proceedings against Tenant by reason of a default
on the part of Tenant under the terms of this Lease.

     

    8.03.  This
Lease shall not terminate or be terminable by Tenant by reason of any
termination of the ground lease by summary proceedings, foreclosure of a
superior mortgage, or otherwise.  Tenant agrees without further
instruments of attornment in each case, to attorn to Lessor under the ground
lease, or the Mortgagee under the superior mortgage, as the case may be, to
waive the provisions of any statute or rule of law now or hereafter in effect
which may give or purport to give Tenant any right of election to terminate this
Lease or to surrender possession of the Demised Premises in the event the ground
lease is terminated or a superior mortgage is foreclosed, and that unless and
until said Lessor, or Mortgagee, as the case may be, shall elect to terminate
this Lease, this Lease shall not be affected in any way whatsoever by any such
proceeding or termination, and Tenant shall take no steps to terminate this
Lease without giving written notice to said Lessor under the ground lease, or
Mortgagee under a superior mortgage, and a reasonable opportunity to cure
(without such Lessor or Mortgagee being obligated to cure), any default on the
part of the Landlord under this Lease.

     

    ARTICLE
9

    Quiet
Enjoyment

     

    9.01.  Landlord
covenants that if, and so long as, Tenant pays all of the fixed and additional
rent due hereunder, and in all material respects keeps and performs each and
every covenant, agreement, term, provision and condition herein contained on the
part and on behalf of Tenant to be kept and performed, Tenant shall quietly
enjoy the Premises without hindrance or molestation by Landlord or by any other
person lawfully claiming the same, subject to the covenants, agreements, terms,
provisions and conditions of this Lease.

     

    ARTICLE
10

    Assignment,
Mortgaging, Subletting

     

    10.01.  Neither
this Lease, nor the term and estate hereby granted, nor any part hereof or
thereof, nor the interest of Tenant in any sublease or the rentals thereunder,
shall be assigned, mortgaged, pledged, encumbered or otherwise transferred by
Tenant by operation of law or otherwise, and neither the Demised Premises, nor
any part thereof, shall be encumbered in any manner by reason of any act or
omission on the part of Tenant or anyone claiming under or through Tenant, or
shall be sublet to be used or occupied or permitted to be used or occupied, or
utilized for desk space or for mailing privileges, by anyone other than Tenant
or for any purpose other than as permitted by this Lease, without the prior
written consent of Landlord in every case, except as expressly otherwise
provided in this Article.

    


    
      
        
           


        

        
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    10.02.  If
this Lease be assigned, whether or not in violation of the provisions of this
Lease, Landlord may collect rent from the assignee.  If the Demised
Premises or any part thereof be sublet or be used or occupied by anybody other
than Tenant, whether or not in violation of this Lease, Landlord may, after
default by Tenant, and expiration of Tenant's time to cure such default, collect
rent from the sub-tenant or occupant.  In either event, Landlord may
apply the net amount collected to the rents herein reserved, but no such
assignment, subletting, occupancy or collection shall be deemed a waiver of any
of the provisions of Section 10.01, or the acceptance of the assignee, subtenant
or occupant as tenant, or a release of Tenant from the further performance by
Tenant of Tenant's obligations under this Lease.  The consent by
Landlord to assignment, mortgaging, subletting or use or occupancy by others
shall not in any way be considered to relieve Tenant from obtaining the express
written consent of Landlord to any other or further assignment, mortgaging or
subletting or use or occupancy by others not expressly permitted by this
Article.  References in this Lease to use or occupancy by others, that
is anyone other than Tenant, shall not be construed as limited to subtenants and
those claiming under or through sub-tenants but as including also licensees and
others claiming under or through Tenant, immediately or remotely.

     

    10.03.  Tenant
may, upon written notice to Landlord, but without Landlord's written consent,
permit any corporations or other business entities which control, are controlled
by, or are under common control with Tenant (herein called "related
corporations") to use the whole or part of Demised Premises for any of the
purposes permitted to Tenant, subject however to compliance with Tenant's
obligations under this Lease.  Such use shall not be deemed to vest in
any such related corporation any right or interest in this lease or in the
Demised Premises, nor shall such use release, relieve, discharge or modify any
of Tenant's obligations hereunder.

     

    10.04.  Tenant
may, upon written notice to Landlord but without Landlord’s written consent,
assign or transfer its entire interest in the Lease and the leasehold estate
hereby created or sublet the whole of the Demised Premises on one or more
occasions to a "wholly owned subsidiary" or "affiliate” of Tenant or to a
"successor corporation" of Tenant, as such terms are hereinafter defined, to use
the Demised Premises for any of the purposes permitted to Tenant, provided that
Tenant shall not be in default in any of the terms, covenants, conditions and
agreements of this Lease, including but not limited to the payment of the fixed
rent or additional rent payable by Tenant hereunder.  A "wholly owned
subsidiary" of Tenant shall mean any corporation all of whose outstanding voting
stock shall at the time be owned, directly or indirectly, by Tenant or by one or
more of its wholly owned subsidiaries.  An "affiliate" of Tenant shall
mean any corporation which directly or indirectly controls or is controlled by
or is under common control with Tenant.  For the purposes of this
definition "control" (including "controlling", "controlled by" and "under common
control with") as used with respect to any corporation, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such corporation, whether through
the ownership of voting securities, or by contract or otherwise.  A
"successor corporation" as used in this Article, shall mean (i) a corporation
into which or with which Tenant, its corporate successors or assigns, is merged
or consolidated, in accordance with applicable statutory provisions for the
merger or consolidation of corporations, provided that by operation of law or by
effective provisions contained in the instruments of merger or consolidation the
liabilities of the corporations participating in such merger or consolidation
are assumed by the corporation surviving such merger or consolidation or (ii) a
corporation acquiring this Lease and the term hereby demised, the good-will and
all or substantially all of the other property and assets of Tenant, its
corporate successors or assigns, and assuming all or substantially all of the
liabilities of Tenant, its corporate successors and assigns, or (iii) any
corporate successor to a successor corporation becoming such by either of the
methods described in Clauses (i) and (ii); provided that, immediately after
giving effect to any such merger or consolidation, or such acquisition and
assumption as the case may be, the corporation surviving such merger or created
by such consolidation or acquiring such assets and assuming such liabilities, as
the case may be, shall have assets, capitalization, and a net worth as
determined in accordance with generally accepted principles of accounting at
least equal to the assets, capitalization and a net worth, similarly determined,
of Tenant at the beginning of the term of this Lease or Tenant, its corporate
successors or assigns, immediately prior to such merger or consolidation or such
acquisition and assumption, as the case may be, whichever is the
greater.  The acquisition by Tenant, its corporate successors or
assigns, of all or substantially all of the assets, together with the assumption
of all or substantially all of the obligations and liabilities of any
corporation, shall be deemed to be a merger of such corporation into Tenant for
the purpose of this Article.  Reference to corporation in this
paragraph shall also refer to limited liability companies or
partnerships.

    
       


      10.05.  If
Tenant is a corporation, limited liability company or partnership, and if at any
time during the term of this Lease the person or persons who, as of the date
that this Lease is executed by Tenant, own or owns a majority of such
corporation’s voting stock or interest (as hereinafter defined) or the general
partner's interest in such partnership, as the case may be, cease or ceases to
own a majority of such a voting stock or general partner's interest, as the case
may be, then the occurrence of any such event shall be deemed to be an
assignment of this Lease with respect to which the Landlord's prior written
consent shall be required, except however that this provision shall not be
applicable to any corporation, all the outstanding voting stock of which is
listed on a National Securities Exchange.  For the purpose of this
Section, stock ownership shall be determined in accordance with the principles
set forth in Section 544 of the Internal Revenue Code of 1986, as amended, and
the term "voting stock" shall refer to share of stock regularly entitled to vote
for the election of directors of the corporation.
  


    
      
        
           


        

        
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    10.06.  Notwithstanding
anything contained in Sections 10.01 and 10.02 hereof, but subject to the rights
of Tenant under Sections 10.03 and 10.04 hereof, in the event that at any time
or from time to time prior to or during the term of this Lease Tenant desires to
sublet all or any part of the Demised Premises, Tenant (a) shall notify Landlord
in writing of the term of the proposed subletting and the area so proposed to be
sublet, (b) shall be deemed to have granted Landlord the option to sublet from
Tenant such space so proposed to be sublet upon the covenants, agreements,
terms, provisions and conditions hereinafter set forth, (c) shall not offer such
space for subletting to anyone other than Landlord until 30 days have elapsed
after the receipt of such notice by Landlord.  Such option on the part
of Landlord to sublet from Tenant such space so proposed to be sublet shall be
exercisable by Landlord in writing during said period of 30 days referred to in
clause (c) of the next preceding sentence.  If Landlord fails to
exercise such option within the said 30 days and Tenant fails to complete a
sublease with a third party (as hereinafter provided) within 90 days thereafter,
Tenant shall again comply with all the conditions of the Section, as if the
notice and option hereinabove referred to had not been given and
received.

     

    In the
event Landlord exercises Landlord's option to sublet such space, such sublease
by Tenant to Landlord shall be at an annual fixed rent equal to the fixed rent
and additional rent as provided in this Lease for the entire Demised Premises or
equal to an equitable apportionment of such fixed and additional rent if such
sublease shall be in respect of less than the whole of the Demised Premises, and
shall be for the same term as that of the proposed subletting, and it is hereby
expressly agreed that:

     

    (1)  The
sublease shall be expressly subject to all of the covenants, agreements, terms,
provisions and conditions of this Lease except such as are not relevant or
applicable, and except as is otherwise expressly set forth to the contrary in
this Section 10.06.

     

    (2)  Such
sublease to Landlord shall give Landlord the unqualified and unrestricted right,
without Tenant's permission, to assign such sublease or any interest therein
and/or sublet the space covered by such sublease or any part or parts of such
space and to make any and all changes, alterations, and improvements in the
space covered by such sublease;

     

    (3)  Such
sublease to Landlord shall provide that any assignee or subtenant of the
Landlord may, at the election of the Landlord, be permitted to make alterations,
decorations and installments in such space or any part thereof and shall also
provide in substance that any such alterations, decorations and installations
therein made by any assignee or subtenant of the Landlord may be removed, in
whole or in part, by such assignee or subtenant, at its option, prior to or upon
the expiration or other termination of such sublease provided that such assignee
or subtenant, at its expense, shall repair any damage and injury to such space
so sublet caused by such removal; and

     

    (4)  Such
sublease to Landlord shall also provide that the parties to such sublease
expressly negate any intention that any estate created under such sublease be
merged with any other estate held by either of said parties.  Tenant
covenants and agrees (a) that any such assignment or subletting by the subtenant
may be for any purpose or purposes that Landlord, in Landlord's uncontrolled
discretion, shall deem suitable or appropriate, (b) that Tenant, at Tenant's
expense, shall and will at all times provide and permit reasonably appropriate
means of ingress to and egress from such space so sublet by Tenant to Landlord,
and (c) that at the expiration of the term of such sublease, Tenant will accept
the space covered by such sublease in its then existing condition, subject to
the obligations of Landlord to make such repairs thereto as may be necessary to
preserve the premises demised by such sublease in good order and
condition.

     

    10.07.  In
the event Landlord does not exercise its option to so sublet such space,
Landlord covenants not to unreasonably withhold its consent which must be in
writing, to a subletting, provided, however, that Landlord shall not, in any
event, be obligated to consent to any such proposed subletting
unless:

     

    (1)  Tenant
shall furnish Landlord with the name and business address of the proposed
subtenant, a counterpart of the proposed subleasing agreement, and satisfactory
information with respect to the nature and character of the business of the
proposed subtenant together with current financial information and references
reasonably satisfactory to Landlord;

     

    (2)  In
the reasonable judgment of Landlord the proposed subtenant is of a character and
engaged in a business such as are in keeping with the standards of Landlord in
those respects for the Building, and

     

    (3)  The
purposes for which the proposed subtenant intends to use the portion of the
premises sublet to it are uses expressly permitted by and not expressly
prohibited by this Lease and do not conflict with any exclusive use granted to
any other tenant;

     

    (4)  Tenant
shall not have (i) advertised or publicized an any way the availability of all
or part of the Demised Premises without prior notice to and approval by
Landlord, (ii) listed nor publicly advertised the Demised Premises for
subletting, whether through a broker, agent, representative, or otherwise at a
rental rate less than the fixed rent and additional rent (pursuant to Articles 6
and 7) then payable hereunder for such space; but the provisions of this
subsection, however, shall not be deemed to prohibit Tenant from negotiating a
sublease at a lesser rate of rent and consummating the same insofar as it may be
permitted under the provisions of this Article.

    


    
      
        
           


        

        
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    Except
for any subletting by Tenant to Landlord pursuant to the provisions of this
Article, each subletting pursuant to this Article shall be subject to all the
covenants, agreements, terms, provisions and conditions contained in this
Lease.  Tenant covenants and agrees that notwithstanding any such
subletting to Landlord or any such subletting to any other subtenant and/or
acceptance of rent or additional rent by Landlord from any subtenant, Tenant
shall and will remain fully liable for the payment of the fixed rent and
additional rent due and to become due hereunder and for the performance of all
the covenants, agreements, terms, provisions and conditions contained in this
Lease on the part of Tenant to be performed and all acts and omissions of any
licensee or subtenant or anyone claiming under or through any subtenant which
shall be in violation of any of the obligations of this Lease and any such
violation shall be deemed to be a violation by Tenant.  Tenant further
covenants and agrees that notwithstanding any such subletting, no other and
further subletting of the Demised Premises or any part thereof shall or will be
made except upon compliance with and subject to the provisions of this
Article.

     

    10.08.
Any of Tenant’s sublease profits are to be shared equally between Tenant and
Landlord, net of Tenant’s reasonable expenses such as brokerage, legal,
etc.

     

    10.09.  With
respect to each and every sublease or subletting authorized by the provisions of
this Article:

     

    (1)  No
subletting shall be for a term ending later than one day prior to the Expiration
Date of this Lease, and that part, if any, of the proposed term of any sublease
or any renewal or extension thereof which shall extend beyond a date one day
prior to the Expiration Date or earlier termination of the term of this Lease,
is hereby deemed to be a nullity.

     

    (2)  Upon
the execution of any such sublease as may be authorized by this Article, Tenant
shall promptly deliver to Landlord a copy of each such sublease.

     

    ARTICLE
11

    Compliance
with Laws and Requirements of Public Authorities

     

    11.01.  Tenant
shall promptly notify Landlord of any written notice it receives of the
violation of any law or requirement of any Federal, State, Municipal or other
public authority, and at its expense Tenant shall comply with all laws and
requirements of such public authorities which shall, with respect to the
Building or the Demised Premises or the use and occupation thereof or the
abatement of any nuisance, impose any violation, order or duty on Landlord or
Tenant, arising from (i) Tenant's use of the Demised Premises, (ii) the manner
of conduct of Tenant's business or operation of its installations, equipment or
other property therein, (iii) any cause or condition created by or at the
instance of Tenant, or (iv) breach of any of Tenant's obligations
hereunder.

     

    11.02.  Tenant
represents that it is and will be in compliance with all environmental laws,
regulations and orders in the use of the Demised Premises and the Tenant agrees
to defend, indemnify and hold the Landlord harmless from any claim, payment,
loss or other amount relating to any claim or order under Title 22a of the
Connecticut General Statutes, as the same may be amended and/or substituted for,
or any federal or state law of like or similar import, arising out of, relating
to or caused by the Tenant's and/or its assigns' acts and/or use of the
Premises, including but not limited to the illegal storage, dumping, discharge,
spillage, controlled or uncontrolled loss, seepage or filtration of hazardous
waste of any kind (as defined by any applicable statute, law, regulation or
order).

     

    11.03.  Landlord
represents that it is and will be in compliance with all environmental laws,
regulations and orders in the use of the Demised Premises and the Landlord
agrees to defend, indemnify and hold the Tenant harmless from any claim,
payment, loss or other amount relating to any claim or order under Title 22a of
the Connecticut General Statutes, as the same may be amended and/or substituted
for, or any federal or state law of like or similar import, arising out of,
relating to or caused by the Landlord’s and/or its assigns’ acts and/or use of
the Premises, including but not limited to the illegal storage, dumping,
discharge, spillage, controlled or uncontrolled loss, seepage or filtration of
hazardous waste of any kind (as defined by any applicable statute, law,
regulation or order).

    
       


      11.04.  Tenant
at its sole expense shall comply with the Americans With Disabilities Act in the
Demised Premises.

      
      

       

      11.05.  Notwithstanding
any of the foregoing Article 11, Tenant shall not be liable to incur any expense
to perform capital improvements to the Building or Building
structure.
  


    
      
        
           


        

        
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    ARTICLE
12

    Insurance

     

    12.01.  Tenant
shall not do, or permit anything to be done, or keep or permit anything to be
kept in the Demised Premises which would increase the fire or other casualty
insurance rate on the Building or the property therein over the rate which would
otherwise then be in effect (unless Tenant pays the resulting increased amount
of premium as provided in Section 12.02) or which would result in insurance
companies of good standing refusing to insure the Building or any of such
property in amounts and at normal rates reasonably satisfactory to
Landlord.

     

    12.02.  If,
by reason of any act or omission on the part of Tenant, the rate of fire
insurance with extended coverage on the Building or equipment or other property
of Landlord shall be higher than it otherwise would be, Tenant shall reimburse
Landlord, on demand, for that part of the premiums for fire insurance and
extended coverage paid by Landlord because of such act or omission on the part
of Tenant, which sum shall be deemed to be additional rent and collectible as
such.

     

    12.03.  In
the event that any dispute should arise between Landlord and Tenant concerning
rates, a schedule or make up of rates for the Building or the Demised Premises,
as the case may be, issued by a Fire Insurance Rating Organization or other
similar body making rates for fire insurance and extended coverage for the
Premises concerned, shall be presumptive evidence of the facts therein stated
and of the several items and charges in the fire insurance rates with extended
coverage then applicable to such Premises.

     

    12.04.  Tenant
shall obtain and keep in full force and effect during the term of this Lease at
its own cost and expense Comprehensive Commercial General Public Liability
Insurance on an occurrence basis with minimum limits of liability in an amount
of not less than $1,000,000 for bodily injury or death including personal
injury, and with respect to damage to property including water damage, arising
out of any one occurrence, which insurance shall contain contractual liability
insurance covering the matters set forth in Article 21.

     

    12.05.  All
policies of insurance to be obtained and furnished by Tenant hereunder shall be
issued and carried in the name of Landlord and Tenant, as their respective
interests may appear, together with such other party or parties as may be
designated by Landlord, as their interests may appear.  All such
policies of insurance shall be issued by a financially responsible company or
companies, authorized to issue such policy or policies, and licensed to do
business in the State of Connecticut, which shall be reasonably satisfactory to
Landlord, and shall contain endorsements providing as follows: (a) that any such
insurance shall not be subject to cancellation, termination, reduction or change
except after 30 days' prior written notice by registered mail to Landlord by the
insurance company; and (b) that Landlord shall not be liable for any damage by
fire or other casualty covered by such insurance, no matter how caused, it being
understood that Tenant shall look solely to its insurer or insurers for
reimbursement.  Landlord and Tenant waive their right to recover
damages against each other for any reason whatsoever to the extent the damaged
party recovers indemnity from its insurance carrier.  Any insurance
policy procured by Tenant which does not name the Landlord as an additional
insured shall contain an express waiver of any right of subrogation by the
insurance company against Landlord.  All public liability and property
damage policies shall contain an endorsement that Landlord, although named as an
insured, shall nevertheless be entitled to recover under said policies for any
loss or damage occasioned to it, its servants, agents and
employees.  The original policy or policies together with satisfactory
evidence of payment of the premium thereof, shall be delivered to Landlord on or
before the commencement of any Work under this Lease, and upon renewals of such
policies, not less than 30 days prior to the expiration of the term of any such
coverage.  The minimum limits of any insurance coverage required
herein to be carried by Tenant shall not limit Tenant's liability under Article
21 hereof.

     

    12.06.  In
the event that Tenant at any time or times shall fail to obtain or maintain in
full force and effect any or all of the insurance policies and coverages
required of it hereunder, or should Tenant violate any of the provisions of
Section 12.05 herein, Landlord, at its election after ten (10) days' written
notice to Tenant, and as agent for Tenant may obtain such insurance or coverage,
or additional insurance or coverage as the case may be, pay the premiums
thereon, or take such other steps as may be necessary to meet the requirements
of this Article 12 and thereafter, upon demand, obtain reimbursement of the
costs so expended from Tenant.  The failure of Landlord to obtain
evidence of the required insurance coverage shall not relieve Tenant of its
obligations under this Article.

     

    12.07.  Landlord
shall have the right to insure and maintain its insurance coverages under
blanket insurance policies covering other properties owned by Landlord or by any
parent, subsidiary or affiliate of Landlord.

     

    ARTICLE
13

    Rules
and Regulations

     

    13.01.  Tenant
and its employees and agents shall faithfully observe and comply with the Rules
and Regulations annexed hereto as Exhibit "B", and such reasonable changes
therein (whether by modification, elimination or addition) as Landlord at any
time or times hereafter may make and communicate in writing to Tenant, which do
not unreasonably affect the conduct of Tenant's business in the Demised
Premises; provided, however, that in case of any conflict or inconsistency
between the provisions of this Lease and any Rules and Regulations changed
subsequent to the date of this Lease the provisions of this Lease shall
control.

    


    
      
        
           


        

        
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    13.02.  Notwithstanding
anything to the contrary in any of the Rules and Regulations set forth in
Exhibit "B":

     

    (a)  Tenant
may bring into and keep in the Demised Premises such small quantities of
inflammable or combustible objects or materials as are permitted by local law
and as are incidental to the use of the Demised Premises for the purposes
permitted by Article 2, but this shall not be deemed to relieve Tenant of
responsibility to comply with all other obligations of this Lease that may be
applicable to or result from the introduction or maintenance of such objects or
materials in the Demised Premises, including but not limited to compliance with
the provisions of Sections 12.01 and 12.02 hereof.

     

    (b)  Subject
to the provisions of Paragraph 2.02(c), Landlord shall not unreasonably withhold
its consent to the installation, maintenance and operation by Tenant in the
Demised Premises of data processing machines, office duplicating machines,
teletype machines and other business machines and machinery customarily used in
offices in the ordinary course of business, provided, however, that Tenant shall
comply with all other obligations of this Lease that may be applicable to or
result from such installation, maintenance or operation.

     

    (c)  Landlord
shall not unreasonably withhold from Tenant any approval provided for in the
Rules and Regulations.

     

    (d)  Whenever
Landlord shall claim by written notice to Tenant that Tenant is violating any of
the provisions of the Rules and Regulations and Tenant shall in good faith
dispute such claim by written notice given to Landlord within ten (10) days
after service of Landlord's notice of the violation, the dispute shall be
determined by arbitration pursuant to Article 33.

     

    (e)  Tenant
shall only utilize security and cleaning services approved in writing by
Landlord.

     

    ARTICLE
14

    Alterations
and Tenant's Property

     

    14.01.  Tenant
shall not make any alterations, decorations, installations, additions or
improvements in or to the Demised Premises without Landlord's prior written
consent, which consent Landlord agrees shall not be unreasonably withheld or
delayed.

     

    14.02.  All
Tenant's work shall be done at Tenant's sole expense by contractors approved by
Landlord.

     

    14.03.  All
alterations, decorations, installations, additions or improvements upon the
Demised Premises made by any party shall at the expiration of the term hereof,
at the option of the Landlord, become the property of the Landlord and be
surrendered with said Premises as part thereof at the end of the
term.  Tenant's special chandeliers, business and trade fixtures,
machinery and equipment, whether or not attached to the Premises, which are
installed by or for the account of Tenant, and can be removed without permanent
structural damage to the Premises, and all furniture, furnishings and other
articles of movable personal property shall be and shall remain Tenant's
property and may be removed by it prior to the expiration date of this lease;
provided, however, that if any of Tenant's property is removed, Tenant shall
repair or pay the cost of repairing any damage to the Demised Premises resulting
from such removal.  Any equipment or other property for which Landlord
shall have granted any allowance or credit to Tenant shall not be deemed to have
been installed by or for the account of Tenant, without expense to Landlord, and
shall not be considered Tenant's property.

     

    14.04.  At
or before the Expiration Date, or the date of any earlier termination of this
Lease, Tenant at its expense, shall remove from the Demised Premises all of
Tenant's property except such items thereof as Tenant shall have expressly
agreed in writing with Landlord were to remain and to become the property of
Landlord, and shall repair any damage to the Demised Premises or the Building
resulting from any such removal.  Any other items of Tenant's property
(except money, securities and other like valuables) which shall remain in the
Demised Premises after the Expiration Date or after a period of fifteen (15)
days following an earlier termination date, may, at the option of the Landlord,
be deemed to have been abandoned, and in such case either may be retained by
Landlord as its property or may be disposed of, without accountability, in such
manner as Landlord may see fit at Tenant's expense.

    
    

     

    14.05.  All
Tenant's work shall at all times comply with laws, orders and regulations of
governmental authorities having jurisdiction thereof, and all rules and
regulations of Landlord, and Tenant, at its expense, shall obtain all necessary
governmental permits and certificates for the commencement and prosecution of
Tenant's work and for final approval thereof upon completion, and shall cause
Tenant's work to be performed in compliance therewith and with all applicable
requirements of insurance bodies, and in good and first class workmanlike
manner, using materials and equipment at least equal in quality and class to the
original installations of the Building.  Tenant's work shall be
performed in such a manner as not to interfere with the occupancy of any other
tenant in the Building nor delay, or impose any additional expense upon Landlord
in the construction, maintenance or operation of the
Building.  Throughout the performance of Tenant's work, Tenant, at its
expense, shall carry, or cause to be carried, worker's compensation insurance in
statutory limits, and general liability insurance for any occurrence in or about
the Building, in which Landlord and its managing agent shall be named as parties
insured, in such limits as Landlord may reasonably prescribe, with insurers
reasonably satisfactory to Landlord.  Tenant shall furnish Landlord
with reasonably satisfactory evidence that such insurance is in effect at or
before the commencement of Tenant's work and, on request, at reasonable
intervals thereafter during the continuance of Tenant's work.  No
Tenant's work shall involve the removal of any fixtures, equipment or other
property in the Demised Premises which are not Tenant's property, unless
Landlord's prior written consent is first obtained and unless such fixtures,
equipment or other property shall be promptly replaced, at Tenant's expense and
free of superior title, liens and claims, with fixtures, equipment or other
property (as the case may be) of like utility and at least equal value (which
replaced fixture, equipment or other property shall thereupon become the
property of Landlord, unless Landlord shall otherwise expressly consent in
writing).
  

    
      
        
           


        

        
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    14.06.  Tenant,
at its expense, and with diligence and dispatch, shall procure the cancellation
or discharge of all notices of violation arising from or otherwise connected
with Tenant's work which shall be issued by any public authority having or
asserting jurisdiction.  Tenant shall defend, indemnify and save
harmless Landlord against any and all mechanics and other liens in connection
with Tenant's work, repairs or installations, including but not limited to the
liens of any conditional sale of, or chattel mortgages upon, any materials,
fixtures, or articles so installed in and constituting part of Demised Premises
and against all costs, attorney's fees, fines, expenses and liabilities
reasonably incurred in connection with any such lien, conditional sale or
chattel mortgage or any action or proceeding brought thereon.

     

    Tenant,
at its expense, shall procure the satisfaction or discharge of all such liens
within ten (10) days of the filing of such lien against the Demised Premises or
the Building.  If Tenant shall fail to cause such lien to be
discharged within the period aforesaid, then, in addition to any other right or
remedy, Landlord may, but shall not be obligated to discharge the same either by
paying the amount claimed to be due or by procuring the discharge of such lien
by deposit or by bonding proceedings, and in any such event Landlord shall be
entitled, if Landlord so elects, to compel the prosecution of an action for the
foreclosure of such lien by the lienor and to pay the amount of the judgment in
favor of the lienor with interest, costs and allowances.  Any amount
so paid by Landlord and all costs and expenses including but not limited to
reasonable attorney's fees incurred by Landlord, in connection therewith,
together with interest thereon at the rate of one percent per month or portion
thereof from the respective dates of Landlord's making of the payment or
incurring of the cost and expense shall constitute additional rent payable by
Tenant under this Lease and shall be paid by Tenant on demand.  If
Tenant makes any such payment it shall not be entitled to any set-off against
rent due hereunder.  Tenant agrees that it will not at any time prior
to or during the term of this Lease, either directly or indirectly, use any
contractors, labor or materials in the Demised Premises, if the use of such
contractors, labor or materials would, in the Landlord's opinion, create any
difficulty with other contractors or labor engaged by Tenant or Landlord or
others or would in any way disturb harmonious labor relations in the
construction, maintenance or operation of the Building or any part
thereof.

     

    14.07.  Subject
to Sections 14.03 and 14.04, the foregoing provisions of this Article 14 shall
not be construed so as to imply that following the Expiration Date Tenant has
any liability for demolition expense in the Demised Premises.

     

    ARTICLE
15

    Repairs
and Maintenance

     

    15.01.  Tenant
shall take good care of the Demised Premises and the fixtures and appurtenances
therein, and at its sole cost and expense shall make all repairs thereto, as and
when needed to preserve them in good working order and condition.  In
addition, Tenant, at its expense, shall promptly make all repairs, ordinary or
extraordinary, interior or exterior, structural or otherwise, in and about the
Demised Premises and the Buildings as shall be required by reason of (i) the
performance or existence of work by Tenant necessary to suit the Demised
Premises to Tenant's initial occupancy or Tenant's work (ii) the installation,
use or operation of Tenant's property in the Demised Premises, (iii) the moving
of Tenant's property in or out of the Building, or (iv) the misuse or neglect of
Tenant or any of its employees, agents or contractors.  Tenant shall
not be responsible, and Landlord shall be responsible, for any repairs to the
Demised Premises as are required by reason of Landlord's neglect or other fault
in the manner of performing any work included in the Work Letter or Tenant's
work which may be undertaken by Landlord for Tenant's account or are otherwise
required by reason of neglect or other fault of Landlord or its employees,
agents or contractors.  Tenant, at its sole cost and expense, shall
provide and pay for its cleaning and janitorial services to the Demised
Premises.

     

    15.02.  Landlord
shall keep and maintain the Building and its fixtures, appurtenances, systems
and facilities serving the Demised Premises, in good working order, condition
and repair and shall make all structural repairs, interior and exterior, except
as indicated in Section 15.01 as and when needed in the Building, except for
those repairs for which Tenant is responsible pursuant to any other provisions
of this Lease, and subject to all other provisions of this Lease, including but
not limited to the provisions of Article 21.

     

    15.03.  Except
as expressly otherwise provided in this Lease, Landlord shall have no liability
to Tenant by reason of any inconvenience, annoyance, interruption or injury to
business arising from Landlord or any tenant making any repairs or changes or
performing maintenance services, whether or not Landlord is required or
permitted by this lease or by law to make such repairs or changes or to perform
such services in or to any portion of the Building or the Demised Premises, or
in or to the fixtures equipment or appurtenances of the Building or the Demised
Premises, provided that Landlord shall be reasonably diligent with respect
thereto and shall perform such work, except in case of emergency, on reasonable
notice and at times reasonably convenient to Tenant and otherwise in such manner
and to the extent practical as will not unreasonably interfere with Tenant's use
and occupancy of the Demised Premises.

    


    
      
        
           


        

        
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    15.04.  Any
reservation of a right by Landlord to enter upon the Premises and to make or
perform any repairs, alterations, or other work in, to, or about the Premises
which, in the first instance, is the Tenant’s obligation pursuant to the Lease,
shall not be deemed to:  (a) impose any obligation on Landlord to do
so; (b) render Landlord liable to Tenant or any third party for the failure to
do so; or (c) relieve Tenant from any obligation to indemnify Landlord as
otherwise provided elsewhere in this Lease.

     

    ARTICLE
16

    Electrical
Energy & Cleaning & Janitorial Services

     

    16.01.  Landlord
shall furnish electrical energy for normal and usual office usage by the Tenant
in the Demised Premises for lighting and operation of its business
machines.

     

    16.02.  Tenant
shall pay Landlord for “Landlord’s Standard Electrical Service” an annual amount
equal to $2.50 per rentable square foot.  The resulting product shall
be paid by Tenant to Landlord in advance in twelve (12) equal monthly
installments as additional rent.  Tenant agrees that if the electric
utility increases its rates that Tenant’s cost for “Landlord’s Standard Electric
Service” shall be proportionately increased.  In the event that
Landlord determines that Tenant’s use of electricity is in excess of normal and
usual office usage, Landlord shall submeter Tenant’s usage of electricity and
Tenant shall pay the Landlord the cost of any usage of electricity in excess of
“Landlord’s Standard Electrical Service.”

     

    16.03.  Landlord
shall in no way be liable for any failure of or defect in the character or
supply of electrical energy supplied to the Demised Premises.

     

    16.04.
Tenant shall at its expense, provide and install all lamps (including, but not
limited to, incandescent and fluorescent), starters and ballasts used in the
Demised Premises.

     

    16.05.  Tenant
shall, at its sole cost and expense, provide and pay for cleaning and janitorial
services for the Demised Premises.

     

    ARTICLE
17

    Heat,
Ventilation and Air Conditioning

     

    17.01.  Landlord,
at its expense shall furnish heat, ventilation and air conditioning in the
Demised Premises during regular business hours, but not before 8:00 A.M. or
after 6:00 P.M. on business days (which term is used herein to mean all days
except Saturdays, Sundays and the days observed by the Federal or the
Connecticut governments as legal holidays).  If Tenant shall require
ventilating and air conditioning service or heating service at any other time
(hereinafter called "after hours"), Landlord shall furnish after hours
ventilating and air conditioning service or heating service upon reasonable
advance notice from Tenant, and Tenant shall pay Landlord's then established
charges therefor on Landlord's demand.  Such charges shall not exceed
121% of Landlord's actual cost of labor, utilities and equipment depreciation
used in providing such after hours air conditioning or heating
service.  If any of the other tenants of the Building shall request
and receive after hours heating or air conditioning service, pursuant to
Landlord's obligation to provide same to them, at the same time as Tenant, only
that equitably pro-rated portion of such labor and utilities costs as shall be
incurred for such common service shall be charged to Tenant.

     

    17.02.  Landlord
will not be responsible for the failure of the air conditioning system to meet
performance specifications if such failure results from the occupancy of the
Demised Premises with more than an average of one person for each 100 square
feet or if the Tenant installs and operates machines and appliances, the
installed electrical load of which when combined with the load of all lighting
fixtures exceeds five watts per square foot of floor area in any one room or
other area.  If due to use of the Demised Premises in a manner
exceeding the aforementioned occupancy and electrical load criteria, or due to
rearrangement of partitioning after the initial preparation of the Demised
Premises, interference with normal operation of the air conditioning in the
Demised Premises results, necessitating changes in the air conditioning system
servicing the Demised Premises, such changes shall be made by Landlord upon
written notice to Tenant at Tenant's sole cost and expense.  Tenant
agrees to lower and close window coverings when necessary because of the sun's
position whenever the said air conditioning system is in operation, and Tenant
agrees at all times to cooperate fully with Landlord and to abide by all the
regulations and requirements which Landlord may prescribe for the proper
functioning and protection of the said air conditioning
system.  Landlord, throughout the term of this Lease, shall have free
and unrestricted access to any and all air conditioning facilities in the
Demised Premises.  Landlord shall not be required to furnish, and
Tenant shall not be entitled to receive any air conditioning during any period
wherein Tenant shall be in default in any material provisions of this
Lease.

    


    
      
        
           


        

        
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    17.03.  Tenant
may, at Tenant’s sole cost and expense and upon Landlord’s approval, install a
supplemental air conditioning unit of approximately 2 tons capacity for its
equipment room.  Operation of such supplemental HVAC  shall
be allowed 24 hours per day, 7 days per week, at Tenant’s sole cost which shall
be separately metered.  Tenant will be responsible for the cost and
installation of any submetering equipment.

     

    ARTICLE
18

    Landlord's
other Services

     

    18.01.  Landlord,
at its expense, shall provide public elevator service, by elevators serving the
floors on which the Demised Premises are situated as specified and shown in the
Building plans and specifications, during regular hours of business days, and
shall have at least one passenger elevator subject to call at all other
times.  The elevators, or any of them, may be operated by automatic
control and/or by manual control, as Landlord shall determine at any time or
from time to time.  Landlord shall not be obligated to furnish an
operator for any automatic elevator and shall have no liability to Tenant for
discontinuing the service of any operator theretofore furnished.  If
Tenant shall require Saturday or after hours service of elevators or of the
loading area in the Building under such circumstances as in Landlord's
reasonable judgment, will require service or attention by Landlord's
personnel.  Tenant shall pay Landlord, on demand, a reasonable charge
attributable to such service or attention.  Tenant shall pay to
Landlord on demand the costs incurred by Landlord for (a) cleaning work in the
Demised Premises or the Building required because of misuse or neglect on the
part of the Tenant or its employees or visitors, and (b) removal from the
Demised Premises and the Building of (i) so much of any refuse and rubbish of
Tenant as shall exceed that normally accumulated daily in the routine of
ordinary business office occupancy and (ii) all of the refuse and rubbish of
Tenant's machines and the refuse and rubbish of any eating facilities requiring
special handling (known as "wet garbage").  Landlord and its
contractors and their employees shall have after hours access to the Demised
Premises and the use of Tenant's light, power, and water in the Demised Premises
as may be reasonably required.  Tenant shall comply with all recycling
requirements, rules and regulations made by any governmental authority or the
Landlord.

     

    18.02.  Landlord,
at its expense, shall furnish adequate hot and cold water for drinking,
lavatory, toilet, and ordinary cleaning purposes to the plumbing fixtures of
central Facilities of the Building serving the Demised Premises.

     

    18.03.  Landlord
shall keep and maintain the public areas and the public facilities of the
Building clean and in good order and the sidewalks adjoining the Building shall
be kept in good repair and free of accumulation of snow and ice or unlawful
obstruction.

     

    18.04.  Landlord,
subject to its prior written approval, at its initial expense, and on Tenant's
request, shall maintain listings on the Building directory of the names of
Tenant, its organizational divisions and any other person or business entities
lawfully occupying the Demised Premises or any part thereof, and the names of
any of their officers and employees, provided that the names so listed shall not
take up more than Tenant's Proportionate Share of the space on the Building
directory, the size of which shall be determined by Landlord.  The
listing of any name other than that of Tenant on the Building directory or on
any of the doors of the Demised Premises shall not be deemed to vest in the
person or entity so listed any right or interest in this Lease or in the Demised
Premises or to constitute the consent of Landlord required under Article 10, or
a waiver thereof.  Notwithstanding anything to the contrary herein,
initial listings on the Building directory shall be at Landlord's expense, and
any subsequent changes and/or additions shall be at Tenant's
expense.

     

    18.05.  Landlord
reserves the right, without any liability to Tenant, except as otherwise
expressly provided in this Lease, and without being in breach of any covenant of
this Lease to stop, interrupt or suspend service of any of the heating,
ventilating, air conditioning, electric, sanitary, elevator or other Building
systems serving the Demised Premises, or the rendition of any of the other
services required of Landlord under this Lease, whenever and for so long as may
be necessary, by reason of accidents, emergencies, strikes or the making of
repairs or changes which Landlord is required by this Lease or by law to make or
in good faith deems advisable, or by reason of difficulty in securing proper
supplies of fuel, steam, water, electricity, labor or supplies, or by reason of
any other cause beyond Landlord's reasonable control, including Governmental
restrictions on the use of materials or the use of any of the Building
systems.  In each instance Landlord shall exercise reasonable
diligence to eliminate the cause of stoppage and to effect restoration of
service and shall give Tenant reasonable notice, when practicable, of the
commencement and anticipated duration of such stoppage, and if any work is
required to be performed in or about the Demised Premises for such purpose, the
provisions of Section 15.03 shall apply.  Tenant shall not be entitled
to any diminution or abatement of rent or other compensation nor shall this
Lease or any of the obligations of Tenant be affected or reduced by reason of
the interruption, stoppage or suspense of any of the Building systems or
services arising out of the causes set forth in this Section.

    


    
      
        
           


        

        
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    ARTICLE
19

    Access,
Changes in Building Facilities, Name

     

    19.01.  All
walls, windows and doors bounding the Demised Premises (including exterior
Building walls, core corridor walls and doors and any core corridor entrance),
except the inside surfaces thereof, any terraces or roofs adjacent to the
Demised Premises, and any space in or adjacent to the Demised Premises used for
shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities,
sinks or other Building facilities, and the use thereof, as well as access
thereto through the Demised Premises for the purposes of operation, maintenance,
decoration and repair are reserved to Landlord.

     

    19.02.  Tenant
shall permit Landlord to install, use and maintain pipes, ducts and conduits
within or through the Demised Premises, or through the walls, columns and
ceilings therein, provided that the installation work is performed at such times
and by such methods as will not unreasonably interfere with Tenant's use and
occupancy of the Demised Premises, or damage the appearance thereof, reduce the
floor area thereof by more than two percent (2%) (without an appropriate
adjustment in rent) or materially affect Tenant's layout.  Where
access doors are required for mechanical trades in or adjacent to the Demised
Premises, Landlord shall furnish and install such access doors and confine their
location, wherever practical to closets, coat rooms, toilet rooms, corridors and
kitchen or pantry rooms.  Landlord and Tenant shall cooperate with
each other in the location of Landlord's and Tenant's facilities requiring such
access doors.

     

    19.03.  Landlord
or Landlord's agents or employees shall have the right upon request made on
reasonable advance notice to Tenant, or to an authorized employee of Tenant at
the Demised Premises, to enter and/or pass through the Demised Premises or any
part thereof, at reasonable times during reasonable hours, (i) to examine the
Demised Premises or to show them to the fee owners, lessors of superior leases,
holders of mortgages, insurance carriers, or prospective purchasers, mortgagees
or lessees of the land or the Building, and (ii) for the purpose of making such
repairs or changes or doing such repainting in or to the Demised Premises or in
or to the Building or its facilities as may be provided for by this Lease or as
Landlord may deem necessary or as Landlord may be required to make by law or in
order to repair and maintain the Building or its fixtures or
facilities.  Landlord shall be allowed to take all materials into and
store upon the Demised Premises which may be required for such repairs, changes,
repainting or maintenance.  However, Landlord's rights under this
Section shall be exercised in such a manner as will not unreasonably interfere
with Tenant's use and occupancy of the Demised Premises.  Landlord,
its agents or employees, shall also have the right to enter on and/or pass
through the Demised Premises, or any part thereof without notice at such times
as such entry shall be required by circumstances of emergency affecting the
Demised Premises or the Building.

     

    19.04.  During
the period of 12 months prior to the Expiration Date Landlord may exhibit the
Demised Premises to prospective tenants upon the same notice and subject to the
same conditions as are provided in Section 19.03.  If during the last
month of the term hereof Tenant shall have removed all of Tenant's property
therefrom, Landlord may, upon at least 48 hours notice to Tenant, enter and
alter, renovate and redecorate the Demised Premises without incurring any
liability to Tenant therefor.

     

    19.05.  Landlord
reserves the right, at any time after completion of the Building, without
incurring any liability to Tenant therefor, to make such changes in or to the
Building and the fixtures and equipment thereof, as well as in or to the street
entrances, halls, passages, elevators, and stairways thereof, as it may deem
necessary or desirable; provided that there be no unreasonably lengthy
interference with the use of the Demised Premises or in the services furnished
to the Demised Premises.  If the floor area of the Demised Premises is
reduced by the Landlord’s work, the Tenant’s fixed rent shall be proportionately
reduced.

     

    19.06.  The
Landlord reserves the right to select a name for the Building and to make such
change or changes of name as it may deem appropriate during Tenant's occupancy,
and Tenant agrees not to refer to the Building by any other name than (i) the
name as selected by Landlord, or (ii) the postal address approved by the U.S.
Post Office.

     

    19.07.  Landlord
may limit and restrict, as provided in the Rules and Regulations attached
hereto, the means of access to the Demised Premises outside of normal business
hours, so long as Tenant's employees and authorized agents have reasonable
access to all parts of the Demised Premises.  Tenant and its agents,
employees and visitors shall be entitled to access from the Demised Premises to,
and the right to use, the toilets, lavatories and powder rooms only on the floor
(or floors) on which the Demised Premises are located.

    
       


      ARTICLE
20

      Shoring,
Notice of Accidents, etc.

      
      

       

      20.01.  If
an excavation or other substructure work shall be undertaken or authorized upon
land adjacent to the Building or in the vaults beneath the Building or in
subsurface space adjacent to the said vaults, Tenant, without liability on the
part of the Landlord therefor, shall afford to the person causing or authorized
to cause such excavation or other substructure work license to enter upon the
Demised Premises for the purpose of doing such work as such person shall deem
necessary to protect or preserve any of the walls or structures of the Building
or surrounding lands from injury or damage and to support the same by proper
foundations, pinning and/or underpinning, and, except in case of emergency, if
so requested by Tenant such entry shall be accomplished in the presence of a
representative of Tenant, who shall be designated by Tenant promptly upon
Landlord's request.  The said license to enter shall be afforded by
Tenant without any claim for damages or indemnity against the Landlord and
Tenant shall not be entitled to any diminution or abatement of rent on account
hereof.
  


    
      
        
           


        

        
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    20.02.  Tenant
shall give notice to Landlord, promptly after Tenant learns thereof, of (i) any
accident in or about the Demised Premises or the Building (ii) all fires in the
Demised Premises, (iii) all damages to or defects in the Demised Premises,
including the fixtures, equipment and appurtenances thereof, for the repair of
which Landlord might be responsible or which constitutes Landlord's property,
and (iv) all damage to or defects in any parts or appurtenances of the
Building's sanitary, electrical, heating, ventilating, air conditioning,
elevator and other systems located in or passing through the Demised
Premises.

     

    ARTICLE
21

    Non-Liability
and Indemnification

     

    21.01.  Neither
Landlord nor any agent or employee of Landlord shall be liable to Tenant, its
employees, agents, contractors and licensees, and Tenant shall hold Landlord
harmless for any injury or damage to Tenant or to any other person or for any
damage to, or loss (by theft or otherwise) of, any property of Tenant and /or of
any other person, irrespective of the cause of such injury, damage or loss,
unless (with respect to personal injury only) such injury was caused by or due
to the negligence of Landlord, its agents or employees without contributory
negligence on the part of Tenant; it being understood that no property, other
than such as might normally be brought upon or kept in the Demised Premises as
incident to the reasonable use of the Demised Premises for the purposes herein
permitted will be brought upon or be kept in the Demised
Premises.  Landlord shall not be liable in any event for loss of or
damage to any property entrusted to any of Landlord's employees or agents by
Tenant without Landlord's specific written consent.

     

    21.02.  Tenant
shall defend, indemnify and save harmless Landlord and its agents and employees
against and from all liabilities, obligations, damages, penalties claims, costs,
charges and expenses, including reasonable architects' and attorney's fees,
which may be imposed upon or incurred by or asserted against Landlord and/or its
agents by reason of any of the following occurring during the term of this
Lease, or during any period of time prior to the Commencement Date that Tenant
may have been given access to or possession of all or any part of the Demised
Premises pursuant to Section 3.03:

     

    (a)  Any
work or thing done in or about the Demised Premises or any part thereof by or at
the instance of Tenant, its agents, contractors, subcontractors, servants,
employees, licensees or invitees:

     

    (b)  any
negligence or otherwise wrongful act or omission on the part of Tenant or any of
its agents, contractors, subcontractors, servants, employees, subtenants,
licensees or invitees;

     

    (c)  any
accident, injury or damage to any person or property occurring in, on or about
the Demised Premises or any part thereof;

     

    (d)  any
failure on the part of Tenant to perform or comply with any of the covenants,
agreements, terms, provisions, conditions or limitations contained in this Lease
on its part to be performed or complied with.

     

    In case
any action or proceeding is brought against Landlord by reason of any such
claim, Tenant upon written notice from Landlord shall at Tenant's expense resist
or defend such action or proceeding by counsel approved by Landlord in writing,
which approval Landlord shall not unreasonably withhold.

     

    21.03.  Whenever
either party shall be obligated under the terms of this Lease to indemnify the
other party, the indemnifying party may select legal counsel (subject to the
consent of the indemnified party, which consent shall not be unreasonably
withheld) and shall keep the indemnified party fully apprised at all times of
the status of such defense.  Legal counsel of the insurer for either
party is hereby deemed satisfactory to both parties.

     

    21.04.  Except
as otherwise expressly provided herein, this Lease and the obligations of Tenant
to pay rent hereunder and perform all of the other covenants, agreements, terms,
provisions and conditions hereunder on the part of Tenant to be performed shall
in no way be affected, impaired or excused because Landlord is unable to fulfill
any of its obligations under this Lease or is unable to supply or is delayed in
supplying any service, express or implied, to be supplied or is unable to make
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of any cause whatsoever beyond Landlord's
reasonable control, including, but not limited to, Acts of God, mechanical
difficulties, strikes, labor troubles, governmental preemption in connection
with a national emergency or by reason of any rule, order or regulation of any
department or subdivision thereof of any governmental agency or by reason of the
conditions of supply and demand which have been or are affected by war,
hostilities or other similar emergency; provided that Landlord shall in each
instance exercise reasonable diligence to effect performance when and as soon as
possible.

    


    
      
        
           


        

        
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    ARTICLE
22

    Destruction
or Damage

     

    22.01.  If
the Demised Premises and/or access thereto shall be partially or totally damaged
or destroyed by fire or other casualty, then, Landlord shall, subject to its
rights under Section 22.03 hereof, repair the damage and restore and rebuild the
Demised Premises and/or access thereto as nearly as may be reasonably practical
to its condition and character immediately prior to such damage or destruction,
with reasonable diligence after notice to it of the damage or
destruction.

     

    22.02.  If
the Demised Premises and/or access thereto shall be partially or totally damaged
or destroyed by fire or other casualty not attributable to the fault, negligence
or misuse of the Demised Premises by the Tenant, its agents or employees under
the provisions of this Lease, the rents payable hereunder shall be abated to the
extent that the Demised Premises shall have been rendered untenantable from the
date of such damage or destruction to the date the damage shall be substantially
repaired or restored or rebuilt.  Should Tenant reoccupy a portion of
the Demised Premises during the period that the repair, restoration, or
rebuilding is in progress and prior to the date that the same are made
completely tenantable, rents allocable to such portion shall be payable by
Tenant from the date of such occupancy to the date Demised Premises are made
tenantable.

     

    22.03.  In
case the Building shall be so damaged by such fire or other casualty that
substantial renovation, reconstruction or demolition of the Building shall, in
Landlord's opinion be required (whether or not the Demised Premises shall have
been damaged by such fire or other casualty), then Landlord may, at its option,
terminate this Lease and the term and estate hereby granted, by notifying Tenant
in writing of such termination, within 60 days after the date of such
damage.  If at any time prior to Landlord giving Tenant the aforesaid
notice of termination or commencing the repair and restoration pursuant to
Section 22.01, the holder of a superior mortgage or any person claiming under or
through the holder of such superior mortgage takes possession of the Building
through foreclosure or otherwise, such holder or person shall have a further
period of 60 days from the date of so taking possession to terminate this Lease
by appropriate written notice to Tenant.  In the event that such a
notice of termination shall be given pursuant to either of the next two
preceding sentences, this Lease and the term and estate hereby granted shall
expire as of the date of such termination with the same effect as if that were
the date hereinbefore set for the expiration of the term of this Lease, and the
fixed and additional rent due and to become due hereunder shall be apportioned
as of such date if not earlier abated pursuant to Section
22.02.  Nothing contained in this Section 22.03 shall relieve Tenant
from any liability to Landlord or to its insurers in connection with any damage
to the Demised Premises or the Building by fire or other casualty if Tenant
shall be legally liable in such respect.

     

    22.04.  No
damages, compensation or claim shall be payable by Landlord for inconvenience,
loss of business or annoyance arising from any repair or restoration of any
portion of the Demised Premises or of the Building pursuant to this
Article.  Landlord shall use its best efforts to effect such repair or
restoration promptly and in such manner as not unreasonably to interfere with
Tenant's use and occupancy.

     

    22.05.  Landlord
will not carry insurance of any kind on Tenant's property, and, except as
provided by law or its breach of any of its obligations hereunder, shall not be
obligated to repair any damage thereto or replace the same.

     

    22.06.  The
provisions of this Article shall be considered an express agreement governing
any case of damage or destruction of the Demised Premises by fire or other
casualty, and any law to the contrary, now or hereafter in force, shall have no
application in such case.

     

    22.07.  Notwithstanding
any of the foregoing provisions of this Article, if Landlord or the holder of
any superior mortgage shall be unable to collect all of the insurance proceeds
(including rent insurance proceeds) applicable to damage or destruction of the
Demised Premises or the Building by fire or other cause, by reason of some
action or inaction on the part of the Tenant or any of its employees, agents or
contractors, then, without prejudice to any other remedies which may be
available against Tenant, the abatement of Tenant's rents provided for in this
Article shall not be effective to the extent of the uncollected insurance
proceeds.

     

    
      ARTICLE
23

      Eminent
Domain

    

    
       


      23.01.  In
the event that the land, Building or any part thereof or the Demised Premises or
any part thereof shall be taken in condemnation proceedings or by the exercise
of any right of eminent domain or by agreement between the Landlord on the one
hand and any governmental authority authorized to exercise such right on the
other hand, Landlord shall be entitled to collect from any condemnor the entire
award or awards that may be made in any such proceeding without deduction
therefrom for any estate hereby vested in or owned by Tenant, to be paid out as
in this Article provided.  Tenant hereby expressly assigns to Landlord
all of its right, title and interest in or to every such award and also agrees
to execute any and all further documents that may be required in order to
facilitate the collection thereof by Landlord.
  


    
      
        
           


        

        
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    23.02.  At
any time during the term of this Lease if title to the whole or substantially
all of the land, Building and/or Demised Premises shall be taken in condemnation
proceedings or by the exercise of any right of eminent domain or by agreement
between the Landlord on the one hand and any governmental authority authorized
to exercise such right on the other hand, this Lease shall terminate and expire
on the date of such taking and the fixed rent and additional rent provided to be
paid by Tenant shall be apportioned and paid to the date of such
taking.  For the purposes of this Article "substantially all of the
land, Building and/or Demised Premises" shall be deemed to have been taken if
the remaining portion of such land, Building or Demised Premises not so taken
cannot reasonably or practicably be repaired or reconverted so as to permit the
use thereof for substantially the same purposes for which such land, Building or
Demised Premises were used immediately prior to such taking.

     

    23.03.  However,
if substantially all of the land or Building is not so taken and if only a part
of the entire Demised Premises shall be so taken, this Lease nevertheless shall
continue in full force and effect, except that Tenant may elect to terminate
this Lease if that portion of the Demised Premises then occupied by Tenant shall
be reduced by more than 25%.  Tenant shall give notice of such
election to Landlord not later than thirty (30) days after (i) notice of such
taking is given by Landlord to Tenant, or (ii) the date of such taking,
whichever occurs first.  Upon the giving of such notice by Tenant this
Lease shall terminate on the date of service of Tenant's notice and the fixed
rent and additional rent due and to become due, shall be prorated and adjusted
as of the date of the taking.  If Tenant fails to give such notice
upon such partial taking, and this Lease continues in force as to any part of
the Demised Premises not taken, the rents apportioned to the part taken shall be
prorated and adjusted as of the date of taking and from such date the fixed rent
and additional rent shall be reduced to the amount apportioned to the remainder
of the Demised Premises.

     

    23.04.  Notwithstanding
the foregoing provisions of this Article and subject to the interests of any
mortgagee, Tenant shall be entitled to appear, claim, prove and receive in the
proceedings relating to any taking mentioned in the preceding Sections of this
Article, such portion of each award made therein as represents the then value of
Tenant's property and/or the costs of relocating if any are
granted.

     

    23.05.  In
the event of any such taking of less than the whole of the Building which does
not result in a termination of this Lease, or in the event of such a taking of
all or any part of the Demised Premises which does not result in a termination
of this Lease, Landlord, at its expense, shall proceed with reasonable diligence
to repair, alter and restore the remaining parts of the Building and the Demised
Premises to substantially the same condition as it was in immediately prior to
such taking to the extent that the same may be feasible, so as to constitute a
tenantable Building and Demised Premises, provided that Landlord's liability
under this Section shall be limited to the amount received by Landlord as an
award arising out of such taking.

     

    ARTICLE
24

    Surrender
- Holding Over

     

    24.01.  On
the last day of the term of this Lease, or upon any earlier termination of this
Lease, or upon any re-entry by Landlord upon the Demised Premises, Tenant shall
quit and surrender the Demised Premises to Landlord broom clean, in good order,
condition and repair except for ordinary wear and tear and damage by fire or
other insured casualty; Tenant shall remove Tenant's property subject to the
provisions of Article 14 hereof; and Tenant shall surrender to Landlord all keys
to offices, lavatories and mail boxes and all Building identification cards
possessed by Tenant's employees.

     

    24.02.  If
Tenant holds over after the expiration or earlier termination of the Term hereof
without the express written consent of Landlord, Tenant shall become a Tenant at
sufferance only, and shall pay a fee for use and occupancy equal to one hundred
fifty percent (150%) of the fixed monthly rent and all additional rent payments
in effect upon the date of such expiration or earlier termination of the Term
hereof, and otherwise will be subject to the terms, covenants and conditions
herein specified, so far as applicable.  Acceptance by Landlord of
rent after such expiration or earlier termination shall not result in a renewal
of this Lease.  The foregoing provisions of this Section are in
addition to and do not affect Landlord’s right of reentry or any rights of
Landlord hereunder or as otherwise provided by law.  If Tenant fails
to surrender the Premises upon the expiration of this Lease despite demand to do
so by Landlord, Tenant shall indemnify and hold Landlord harmless from all loss
and liability, including, without limitation, any claims made by any succeeding
prospective tenant founded on or resulting from such failure to surrender and
any attorney’s fees and costs which Landlord incurs as a result of such
claims.

     

    ARTICLE
25

    Conditions
of Limitation

     

    25.01.  This
Lease and the term and estate hereby granted are subject inter alia
to the limitation that whenever Tenant shall make an assignment for the benefit
of creditors, or shall file a voluntary petition under any bankruptcy or
insolvency law, or an involuntary petition alleging an act of bankruptcy or
insolvency is filed against Tenant, or whenever a petition shall be filed by or
against Tenant seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
any future federal bankruptcy code or any other present or future applicable
federal, state or other statute or law, or shall seek or consent to or acquiesce
in the appointment of any trustee, receiver or liquidator of Tenant or of all or
any substantial part of its properties, or whenever a permanent or temporary
receiver of Tenant or of or for the property of Tenant shall be appointed, or if
Tenant shall plead bankruptcy or insolvency as a defense in any action or
proceeding, then, Landlord, (a) at any time after receipt of notice of the
occurrence of any such event, or (b) if such event occurs without the
acquiescence of Tenant, at any time after the event continues for 60 days, may
give Tenant a notice of intention to end the term of this Lease at the
expiration of ten (10) days from the service of such notice of intention, and
upon the expiration of said ten (10) day period this Lease and the term and
estate hereby granted, whether or not the term shall theretofore have commenced,
shall terminate with the same effect as if that day were the Expiration Date,
but Tenant shall remain liable for damages as provided in Article
27.

    


    
      
        
           


        

        
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    25.02.  This
Lease and the term and estate hereby granted are subject to the further
limitation that:

     

    (a)
whenever Tenant shall default in the payment of any installment of fixed rent,
or in the payment of any additional rent, on any day upon which the same shall
be due and payable and such default shall continue for ten (10) days after the
date on which the same was due and payable; or

     

    (b)
whenever Tenant shall do or permit anything to be done, whether by action or
inaction, contrary to any of Tenant's obligations hereunder, and if such
situation shall continue and shall not be remedied by Tenant within fifteen (15)
days after Landlord shall have given to the Tenant a notice specifying the same,
or, in the case of a happening or default which cannot with due diligence be
cured within a period of fifteen (15) days and the continuance of which for the
period required for cure will not subject Landlord to the risk of criminal
liability or termination of any superior lease or foreclosure of any superior
mortgage, if Tenant shall not duly institute within such fifteen (15) day period
and promptly and diligently prosecute to completion all steps necessary to
remedy the same; or

     

    (c)
whenever any event shall occur or any contingency shall arise whereby this Lease
or any interest therein or the estate hereby granted or any portion thereof or
the unexpired balance of the term hereof would, by operation of law or
otherwise, devolve upon or pass to any person, firm or corporation other than
Tenant, except as expressly permitted by Article 10;

     

    Then in
any such event at any time thereafter, Landlord may give to Tenant a notice
ending the term of this Lease on the date of the service of such notice and
thereupon this Lease and the term and estate hereby granted, whether or not the
term theretofore have commenced, shall terminate with the same effect as if that
day were the Expiration Date, but Tenant shall remain liable for damages as
provided in Article 27.

     

    ARTICLE
26

    Re-Entry
By Landlord - Default Provisions

     

    26.01.  If
this Lease shall terminate for any reason whatsoever, Landlord or Landlord's
agents and employees may without further notice, immediately or at any time
thereafter enter upon and re-enter the Demised Premises, or any part thereof,
and possess or repossess itself thereof either by summary dispossess
proceedings, ejectment or by any suitable action or proceeding at law, or by
agreement, or by force or otherwise, and may dispossess and remove Tenant and
all other persons and property from the Demised Premises without being liable to
indictment, prosecution or damages therefor, and may repossess the Demised
Premises and the right to receive all rental income again as and of its first
estate and interest therein.  The words "enter" or "re-enter",
"possess" or "repossess" as herein used, are not restricted to their technical
legal meaning.  In the event of any termination of this Lease under
the provisions of Article 25 or re-entry under this Article or in the event of
the termination of this Lease, or of re-entry by summary dispossess proceedings,
ejectment or by any suitable action or proceeding at law, or by agreement, or by
force or otherwise by reason of default hereunder on the part of Tenant, Tenant
shall thereupon pay to Landlord the fixed rent and additional rent due up to the
time of such termination of this Lease, or such recovery of possession of the
Demised Premises by Landlord, as the case may be, and shall also pay to Landlord
damages as provided in Article 27.

     

    26.02.  In
the event of any breach or threatened breach by Tenant of any of the agreements,
terms, covenants or conditions contained in this Lease, Landlord shall be
entitled to enjoin such breach or threatened breach and shall have the right to
invoke any right and remedy allowed at law or in equity or by statute or
otherwise as though re-entry summary proceedings and other remedies were not
provided for in this Lease.

    
       


      26.03.  Each
right and remedy of Landlord provided for in this Lease shall be cumulative and
shall be in addition to every other right or remedy provided for in this Lease
or now or hereafter existing at law or in equity or by statute or otherwise, and
the exercise or beginning of the exercise by Landlord of any one or more of the
rights or remedies provided for in this Lease or now or hereafter existing at
law or in equity or by statute or otherwise shall not preclude the simultaneous
or later exercise by Landlord of any or all other rights or remedies provided
for in this Lease or now or hereafter existing at law or in equity or by statute
or otherwise.

      
      

      
      

      26.04.  If
this Lease shall terminate under the provisions of Article 25, or if Landlord
shall re-enter the Demised Premises under the provisions of this Article, or in
the event of the termination of this Lease, or of re-entry, by or under any
summary dispossess or other proceeding or action or any provision of law by
reason of default hereunder on the part of Tenant, Landlord shall be entitled to
retain all monies, if any, paid by Tenant to Landlord, whether as advance rent,
security or otherwise, but such monies shall be credited by Landlord against any
fixed rent or additional rent due from Tenant at the time of such termination of
re-entry or, at Landlord's option, against any damages payable by Tenant under
Article 27 or pursuant to law.
  


    
      
        
           


        

        
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    ARTICLE
27

    Damages

     

    27.01.  If
this Lease is terminated under the provisions of Article 25, or if Landlord
shall re-enter the Demised Premises under the provisions of Article 26 or in the
event of the termination of this Lease, or of re-entry by summary dispossess
proceedings, ejectment or by any suitable action or proceeding at law, or by
agreement, or by force or otherwise, by reason of default hereunder on the part
of Tenant, Tenant shall pay Landlord as damages, at the election of Landlord,
either

     

    (a) on
demand, a sum which at the time of such termination of this Lease or at the time
of any such re-entry by Landlord, as the case may be, represents the excess of
(1) the aggregate of the fixed rent and the additional rent payable hereunder
which would have been payable by Tenant (conclusively presuming the additional
rent to be the same as was payable for the year immediately preceding such
termination) for the period commencing with such earlier termination of this
Lease or the date of any such re-entry, as the case may be, and ending with the
Expiration Date, had this Lease not so terminated or had Landlord not so
re-entered the Demised Premises, over (2) the aggregate rental value (calculated
as of the date of such termination or re-entry) of the Demised Premises for the
same period, or

     

    (b) sums
equal to the fixed rent and the additional rent (as above presumed) payable
hereunder which would have been payable by Tenant had this Lease not so
terminated, or had Landlord not so re-entered the Demised Premises, payable
quarterly, in advance, but otherwise upon the terms therefor specified herein
following such termination or such re-entry and until the Expiration Date,
provided however, that if Landlord shall relet the Demised Premises or any
portion or portions thereof during said period, Landlord shall credit Tenant
with the net rents received by Landlord from such reletting, such net rents to
be determined by first deducting from the gross rents as and when received by
Landlord from such reletting the expenses incurred or paid by Landlord in
terminating the Lease or in re-entering the Demised Premises and in securing
possession thereof, as well as the expenses of reletting, including altering and
preparing the Demised Premises or any portion or portions thereof for new
tenants, brokers' commissions, advertising expenses, and all other expenses
properly chargeable against the Demised Premises and the rental therefrom; it
being understood that any such reletting may be for a period shorter or longer
than the remaining term of this Lease, but in no event shall Tenant be entitled
to receive any excess of such net rents over the sums payable by Tenant to
Landlord hereunder, nor shall Tenant be entitled in any suit for the collection
of damages pursuant to this subsection to a credit in respect of any net rents
from a reletting, except to the extent that such net rents are actually received
by Landlord.  If the Demised Premises or any part thereof should be
relet in combination with other space, then proper apportionment shall be made
of the rent received from such reletting and of the expenses of reletting, and
Landlord shall have the right to grant reasonable rent concessions to attract
one or more new tenants and to permit the term of any new lease covering part or
all of the Demised Premises to be for a shorter or longer period than provided
for herein.

     

    If the
Demised Premises or any part thereof be relet by Landlord for the unexpired
portion of the term of this Lease, or any part thereof, before presentation of
proof of such damages to any court, commission or tribunal, the amount of rent
reserved upon such reletting shall, prima facie, be the fair and reasonable
rental value for the Demised Premises, or part thereof, so relet during the term
of the reletting.  Landlord however shall in no event and in no way be
responsible or liable for any failure to relet the Demised Premises or any part
thereof or for failure to collect any rent due upon any such
reletting.

     

    27.02.  In
the event Landlord elects to collect damages from Tenant under Section 27.01(b),
at any time subsequent to such election and upon ten days prior written notice
to Tenant, Landlord may elect to collect a lump sum under Section 27.01(a),
crediting Tenant with amounts theretofore received by Landlord as
damages.  Landlord shall have no obligation to relet part or all of
the Demised Premises subsequent to termination of the Lease upon Tenant's
default.

     

    27.03.  Suit
or suits for the recovery of such damages, or any installments thereof, may be
brought by Landlord from time to time at its election, and nothing contained
herein shall be deemed to require Landlord to postpone suit until the date when
the term of this Lease would have expired if it had not been so terminated under
the provisions of Article 25, or under any provision of law, or had Landlord not
re-entered the Demised Premises.  Nothing herein contained shall be
construed to limit or preclude recovery by Landlord against Tenant of any sums
or damages to which, in addition to the damages particularly provided above,
Landlord may lawfully be entitled by reason of any default hereunder or
otherwise on the part of Tenant.  Nothing herein contained shall be
construed to limit or prejudice the right of the Landlord to prove for and
obtain as liquidated damages by reason of the termination of this Lease or
re-entry on the Demised Premises for the default of Tenant under this Lease, an
amount equal to the maximum allowed by any statute or rule of law in effect at
the time when, and governing the proceedings in which such damages are to be
proved whether or not such amount be greater, equal to, or less than any of the
sums referred to in Section 27.01.

    


    
      
        
           


        

        
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    27.04.  The
foregoing Sections of this Article shall apply even if the default by Tenant has
occurred prior to the Commencement Date and/or prior to Tenant taking possession
of the Demised Premises.  The parties acknowledge that this instrument
is a lease and not a contract to make a lease.

     

    27.05.  The
Tenant agrees that any legal action or suit brought against Tenant by reason of
any matter whatsoever arising out of or in any way connected with this Lease,
the relationship of Landlord and Tenant created hereby, Tenant’s use or
occupancy of the Premises or any claim for injury or damage or default under
this Lease shall be brought in the Courts of the State of Connecticut or any
Federal Court sitting therein and the Tenant consents to the non-exclusive
jurisdiction of such courts and to service of process in any such legal action
or suit being made upon Tenant by mail at the address specified under Article 32
of this Lease.  The Tenant waives any objection that it may now have
or hereafter have to the venue of any such legal action or suit or any such
court or that such legal action or suit was brought in an inconvenient
court.

     

    ARTICLE
28

    Waivers

     

    28.01.  Tenant,
for itself, and on behalf of any and all persons claiming through or under
Tenant, including creditors of all kinds, does hereby waive and surrender all
right and privilege so far as is permitted by law, which they or any of them
might have under or by reason of any present or future law, of the service of
any notice of intention to re-enter and also waives any and all right of
redemption or re-entry or repossession in case Tenant shall be dispossessed or
ejected by process of law or in case of re-entry or repossession by Landlord or
in case of any expiration or termination of this Lease as herein
provided.

     

    28.02.  Tenant
waives Tenant's rights, if any, to designate the items against which any
payments made by Tenant are to be credited, and Tenant agrees that Landlord may
apply any payments made by Tenant to any items it sees fit, irrespective of and
notwithstanding any designation or request by Tenant as to the items against
which any such payments shall be credited.

     

    28.03.  Tenant
waives Tenant's rights, if any, to assert a counterclaim in any summary
proceeding brought by Landlord against Tenant, and Tenant agrees to assert any
such claim against Landlord only by way of a separate action or
proceeding.

     

    28.04.  To
the extent permitted by applicable law, Landlord and Tenant hereby waive trial
by jury in any action, proceeding or counterclaim brought by either against the
other on any matter whatsoever arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant, or Tenant's use or occupancy of
the Demised Premises, or any emergency or other statutory remedy with respect
thereto.

     

    ARTICLE
29

    No
Other Waivers or Modifications

     

    29.01.  The
failure of either party to insist in any one or more instances upon the strict
performance of any one or more of the agreements, terms, covenants, conditions
or obligations of this Lease, or to exercise any right, remedy or election
herein contained, shall not be construed as a waiver or relinquishment for the
future of the performance of such one or more obligations of this Lease or of
the right to exercise such election, but the same shall continue and remain in
full force and effect with respect to any subsequent breach, act or
omission.  The manner of enforcement or the failure of Landlord to
enforce any of the Rules and Regulations set forth herein, or hereafter adopted
against the Tenant and/or any other tenant in the Building shall not be deemed a
waiver of any such Rules and Regulations.  No executory agreement
hereafter made between Landlord and Tenant shall be effective to change, modify,
waive, release, discharge, terminate or effect an abandonment of this Lease, in
whole or part, unless such executory agreement is in writing, refers expressly
to this Lease and is signed by the party against whom enforcement of the change,
modification, waiver, release, discharge or termination or effectuation of the
abandonment is sought.

    


    
      
        
           


        

        
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    29.02.  The
following specific provisions of this Section shall not be deemed to limit the
generality of the foregoing provisions of this Article:

     

    (a) No
agreement to accept a surrender of all or any part of the Demised Premises shall
be valid unless in writing and signed by Landlord.  The delivery of
keys to an employee of Landlord or of its agent shall not operate as a
termination of this Lease or a surrender of the Demised Premises.  If
Tenant shall at any time request Landlord to sublet the Demised Premises for
Tenant's account, Landlord or its agent is authorized to receive said keys for
such purposes without releasing Tenant from any of its obligations under this
Lease, and Tenant hereby releases Landlord of any liability for loss or damage
to any of Tenant's property in connection with such subletting.

     

    (b) The
receipt or acceptance by Landlord of rents with knowledge of breach by Tenant of
any term, agreement, covenant, condition or obligation of this Lease shall not
be deemed a waiver of such breach.

     

    (c) No
payment by Tenant or receipt by Landlord of a lesser amount than the correct
fixed rent or additional rent due hereunder shall be deemed to be other than a
payment on account, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment be deemed to effect or evidence an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance or pursue any other remedy
in this Lease or at law provided.

     

    (d) If,
in connection with obtaining, continuing or renewing financing for which the
Building, and or the leasehold or any interest therein represents collateral in
whole or in part, a banking, insurance or other lender shall request reasonable
modifications of this Lease as a condition of such financing, Tenant will not
unreasonably withhold, delay or defer its consent thereto, provided that such
modifications do not increase the obligations of Tenant hereunder or adversely
affect to a material degree the Tenant's leasehold interest hereby
created.

     

    ARTICLE
30

    Curing
Tenant's Defaults

     

    30.01.  If
Tenant shall default in the performance of any covenant, agreement, term,
provision or condition herein contained, Landlord, without thereby waiving such
default, may perform the same for the account and at the expense of Tenant
without notice in a case of emergency and in any other case if such default
continues after three days from the date of the giving by Landlord to Tenant of
written notice of intention so to do.  Bills for any reasonable and
necessary expense incurred by Landlord in connection with any such performance
by Landlord for the account of Tenant, and reasonable and necessary bills for
all costs, expenses and disbursements, including (without being limited to)
reasonable counsel fees, incurred in collecting or endeavoring to collect the
fixed rent or additional rent or other charge or any part thereof or enforcing
or endeavoring to enforce any rights against Tenant under or in connection with
this Lease, or pursuant to law, including (without being limited to) any such
cost, expense and disbursement involved in instituting and prosecuting summary
proceedings, as well as bills for any property, material, labor or services
provided, furnished or rendered, or caused to be provided, furnished or
rendered, by Landlord to Tenant including (without being limited to) electric
lamps and other equipment, construction work done for the account of Tenant,
water, ice, drinking water, drinking cups, towel and other services, as well as
for any charges for any additional elevator, heating, air conditioning or
cleaning services and any charges for other services incurred by Tenant under
this Lease, may be sent by Landlord to Tenant monthly, or immediately, at
Landlord's option, and shall be due and payable by Tenant in accordance with the
terms of said bills and if not paid when due, the amounts thereof shall
immediately become due and payable as additional rent under this Lease together
with interest thereon at the rate of 18% per annum from the date the said bills
should have been paid in accordance with their terms.  Landlord
reserves the right, without liability to Tenant and without constituting any
claim of constructive eviction, to suspend furnishing or rendering to Tenant any
property, material, labor, utility or other service, wherever Landlord is
obligated to furnish or render the same at the expense of Tenant, in the event
that (but only for so long as) Tenant is in arrears in paying Landlord
therefor.

     

    30.02.  Any
provisions of this Lease which requires Landlord not to unreasonably withhold or
delay its consent shall never be the basis for an award of damages or give rise
to a right of set-off to Tenant, but shall only be the basis for a declaratory
judgment or specific injunction with respect to the matter in
question.

     

    ARTICLE
31

    Consents
- Broker

     

    31.01.  It
is hereby agreed that wherever it is provided in this Lease that consent or
approval is not to be unreasonably withheld, such consent or approval
(hereinafter referred to collectively as consent) shall also not be unreasonably
delayed.

     

    31.02.  Tenant
represents and warrants that the sole broker with whom it has dealt with in this
transaction is Cushman & Wakefield and that no other broker interested
Tenant in the Demised Premises.  Landlord shall be responsible for the
payment of the agreed-upon real estate commission to said broker but Tenant
shall hold Landlord harmless from the claim of any other real estate broker or
salesman claiming to have interested or having been responsible for Tenant's
execution of this Lease.

    


    
      
        
           


        

        
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    ARTICLE
32

    Notices

     

    32.01.  Any
notice, statement, demand, request or other communication required or permitted
to be given, rendered or made by either party to the other, pursuant to this
Lease or pursuant to any applicable law or requirement of public authority,
shall be in writing (whether or not so stated elsewhere in this Lease) and shall
be deemed to have been properly given, rendered or made, if hand delivered
(against a written receipt) or sent by registered mail, certified mail, express
mail service or other nationally utilized overnight mail or delivery service,
return receipt requested, postage prepaid, addressed to the other party at the
address  hereinabove set forth (except that after the Commencement
Date, Tenant's  address, unless Tenant shall give notice to the
contrary, shall be the Building), and shall be deemed to have been given,
rendered or made on the date indicated on the written receipt for hand delivery
or two business days following the day so mailed, unless so mailed outside of
the State of Connecticut, in which case it shall be deemed to have been given,
rendered or made three business days after so mailing.  Additionally
any such notice, statement, demand, request or other communication may be given
by telephone facsimile transmission, provided that an original written copy of
said transmission shall be hand delivered or mailed to the addressee as provided
in this Section 32.01 on the business day following such
transmission.  Telephone facsimile transmissions shall be deemed
delivered on the date of such transmission provided that the original copy of
said transmission is delivered or mailed as aforesaid.  Either party
may, by notice as aforesaid, designate a different address or addresses for
notices, statements, requests, demands or other communications intended for
it.

     

    32.02.  However,
notices requesting after hours service pursuant to Sections 17.01 and 18.01 may
be given, provided they are in writing, by delivery to the Building
Superintendent or any other person in the Building designated by Landlord to
receive such notices, and notice of fire, accident, or other emergency shall be
given by telegram or by personal delivery of written notice to that address
designated for this purpose from time to time by the respective parties
hereto.

     

    32.03.  Whenever
either party shall consist of more than one person or entity, any notice,
statement, demand, or other communication required or permitted to be given,
rendered or made to or by, and any payment to be made to such party, shall be
deemed duly given, rendered, made or paid if addressed to or by (or in the case
of payment by check, to the order of) any one of such persons or entities who
shall be designated from time to time as the authorized representative of such
party.  Such party shall promptly notify the other of the identity of
such person or entity who is so to act on behalf of all persons and entities
then comprising such party and of all changes in such identity.

     

    ARTICLE
33

    Arbitration

     

    33.01.  The
parties hereto shall not have been deemed to have agreed to determination of any
dispute arising out of this Lease by arbitration unless determination in such
manner shall have been specifically and unequivocally provided for in this Lease
or agreed upon in writing by the parties and in no other case or
cases.

     

    33.02.  Every
dispute between the parties which is expressly provided in this Lease to be
determined by arbitration shall be resolved in the manner provided in this
Article.

     

    33.03.  The
party requesting arbitration shall do so by giving notice to that effect to the
other party, specifying in said notice the name and address of the person
designated to act as an arbitrator on its behalf.  Within ten (10)
days after the service of such notice, the other party shall give notice to the
first party specifying the name and address of the person designated to act as
an arbitrator on its behalf.  If the second party fails to notify the
first party of the appointment of its arbitrator, as aforesaid, within the time
above specified, then the appointment of the second arbitrator shall be made in
the same manner as hereinafter provided for the appointment of a third
arbitrator in a case where the two arbitrators appointed hereunder and the
parties are unable to agree upon such appointment.  If, within twenty
(20) days after the second arbitrator is appointed, the two arbitrators shall
not have determined the dispute, they shall together appoint a third
arbitrator.  In the event of their being unable to agree upon such
appointment within thirty (30) days after the appointment of the second
arbitrator, the third arbitrator shall be selected by the parties themselves if
they can agree thereon within a further period of ten (10) days.  If
the parties do not so agree, then either party, on behalf of both and on notice
to the other, may request such appointment by the American Arbitration
Association (or any organization successor thereto) in accordance with its rules
then prevailing or if the American Arbitration Association (or such successor
organization) shall fail to appoint said third arbitrator within ten (10) days
after such request is made, then either party may apply on notice to the other,
to the Superior Court Judicial District of Fairfield at Bridgeport (or any other
court having jurisdiction and exercising functions similar to those now
exercised by said court) for the appointment of such third arbitrator, and the
other party shall not raise any question as to such court's full power and
jurisdiction to entertain the application and make the
appointment.  Each arbitrator chosen or appointed pursuant to this
Section shall be a disinterested person having at least ten (10) years
experience in the state of Connecticut in a calling connected with the
dispute.

    
    

     

    33.04.  The
arbitration shall be conducted by three arbitrators appointed in accordance with
the provisions hereof and, to the extent consistent with this Article, in
accordance with the then prevailing rules of the American Arbitration
Association (or any organization successor thereto) in the City of
Bridgeport.  The arbitrators shall have the right to retain and
consult experts and competent authorities skilled in the matters under
arbitration.  The arbitrators shall render their decision and award,
upon the concurrence of at least two of their number, within thirty (30) days
after the appointment of the third arbitrator or fifteen (15) days after the
final hearing of the arbitrators, whichever is later.  Such decision
and award shall be in writing and counterpart copies thereof shall be delivered
to each of the parties.  In rendering such decision and award, the
arbitrators shall not add to, subtract from or otherwise modify the provisions
of this Lease.  Judgment may be entered on the determination and award
made by the arbitrators in any court of competent jurisdiction and may be
enforced in accordance with the laws of the State of Connecticut.

     

    
    

    
    

    
      
        
           


        

        
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    33.05.  If
for any reason whatsoever the written decision and award of the arbitrators
shall not be rendered within the time limits set forth in Section 33.04, either
party may apply to the Superior Court Judicial District of Fairfield at
Bridgeport or to any other court having jurisdiction and exercising the
functions similar to those now exercised by such court, by action, proceeding or
otherwise (but not by a new arbitration proceeding) as may be proper to
determine the question in dispute consistently with the provisions of this
Lease.

     

    33.06.  Each
party shall pay the fees and expenses of the one of the two original arbitrators
appointed by or for such party and the fees and expenses of the third arbitrator
and all other expenses of the arbitration shall be borne by the parties
equally.  However, each party shall bear the expense of its own
counsel, experts and presentation of proof.

     

    33.07.  Notwithstanding
anything to the contrary elsewhere provided in this Lease, if the subject matter
of a dispute which is provided in this Lease to be determined by arbitration is
one which would directly affect the liability of an insurer under any of the
policies of insurance referred to in Section 12.05 and 12.06, and the party
which is the insured under such policy so notifies the other party, then unless
such insurer gives its written consent to the determination of such matter by
arbitration pursuant to the provisions of this Lease, the dispute shall not be
determined by arbitration and the parties shall be left to such other remedies
as they may have.

     

    ARTICLE
34

    Estoppel
Certificate, Recording

     

    34.01.  Tenant
agrees, at any time and from time to time, as requested by Landlord, upon not
less than five (5) days prior notice, to execute and deliver without cost or
expense to the Landlord a statement certifying that this Lease is unmodified and
in full force and effect (or if there have been modifications, that the same is
in full force and effect as modified and stating the modifications), certifying
the dates to which the fixed rent and additional rent have been paid, and
stating whether or not, to the best knowledge of the Tenant, the Landlord is in
default in performance of any of its obligations under this lease, and, if so,
specifying each such default of which the Tenant may have knowledge, it being
intended that any such statement delivered pursuant thereto may be relied upon
by any other person with whom the Landlord may be dealing.

     

    34.02.  Should
the Tenant fail to execute and deliver to the Landlord the certificate and
statement set forth in Section 34.01 above, then the Landlord may execute said
statement, limited to the specific items specified in Section 34.01
above,  as attorney-in-fact for the Tenant specifying, to the best of
Landlord's knowledge, the items called for in said Section 34.01.

     

    34.03.  Tenant
agrees that this Lease will not be recorded by Tenant or anyone acting under
Tenant on the land records of the Town or City in which the Demised Premises are
located.  In the event that the said Lease is recorded, the Tenant
irrevocably appoints and constitutes the Landlord as Tenant’s attorney-in-fact
for the purpose of executing an instrument or instruments on the Tenant’s behalf
that are necessary and desirable to release this Lease because of such
recording.

     

    ARTICLE
35

    No
Other Representations, Construction, Governing Law

     

    35.01.  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 or in any other written agreement
which may be made and executed between the parties concurrently with the
execution and delivery of this Lease and shall expressly refer to this
Lease.

     

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

     

    35.03.  This
Lease shall be governed in all respects by the laws of the State of
Connecticut.

     

    ARTICLE
36

    Parties
Bound

     

    36.01.  The
obligations of this Lease shall bind and benefit the successors and assigns of
the parties with the same effect as if mentioned in each instance where a party
is named or referred to, except that no violation of the provisions of Article
10 shall operate to vest any rights in any successor or assignee of Tenant and
that the provisions of this Article shall not be construed as modifying the
conditions of limitation contained in Article 25.  However, the
obligations of Landlord under this Lease shall not be binding upon Landlord
herein named with respect to any period subsequent to the transfer of its
interest in the Building as owner or lessee thereof and in event of such
transfer said obligations shall thereafter be binding upon each transferee of
the interest of Landlord herein named as such owner or lessee of the Building,
but only with respect to the period ending with a subsequent transfer within the
meaning of this Article, and such transferee, by accepting such interest, shall
be deemed to have assumed such obligations except only as may be expressly
otherwise provided elsewhere in this Lease.  A lease of Landlord's
entire interest in the Building as owner or lessee thereof shall be deemed a
transfer within the meaning of this Article 36.

    


    
      
        
           


        

        
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    36.02.  Tenant
shall look solely to the estate and interest of Landlord, its successors and
assigns, in the land and Building (or the proceeds thereof) for the collection
of a judgment (or other judicial process) requiring the payment of money by
Landlord in the event of any default by Landlord hereunder, and no other
property or assets of Landlord shall be subject to levy, execution or other
enforcement procedure for the satisfaction of Tenant's remedies under or with
respect to either this Lease, the relationship of Landlord and Tenant hereunder
or Tenant's use and occupancy of the Demised Premises.  Landlord
represents and warrants that such estate and interest of Landlord shall at all
times until the earlier of six (6) months following the Expiration Date or the
sale or other disposition of the building to a Successor Landlord, be in value
of at least Equal to the Security Deposit, Twenty Two Thousand Nine Hundred
Eighty Dollars and to such extent shall indemnify Tenant against any breach of
such representation and warranty from assets other than the estate and interest
of landlord in said land and Building as well as such estate and
interest.

     

    ARTICLE
37

    Certain
Definitions and Constructions

     

    37.01.  For
the purposes of this Lease and all agreements supplemental to this Lease, unless
the context otherwise requires:

     

    (a) The
term "Mortgage" shall include an indenture of mortgage and deed of trust to a
trustee to secure an issue of bonds and debentures, and the term "Mortgagee"
shall include such a trustee.

     

    (b) The
terms "include", "including" and "such as" shall each be construed as if
followed by the phrase "without being limited to".

     

    (c) The
term "obligations of this Lease" and words of like import, shall mean the
covenants to pay rent and additional rent under this Lease and all of the other
covenants and conditions contained in this Lease.  Any provision in
this Lease that one party or the other or both shall do or not do or shall cause
or permit or not cause or permit a particular act, condition or circumstance
shall be deemed to mean that such party so covenants or both parties so
covenant, as the case may be.

     

    (d) The
term "Tenant's obligations hereunder", and words of like import, and the term
"Landlord's obligations hereunder", and words of like import, shall mean the
obligations of this Lease which are to be performed or observed by Tenant, or by
Landlord, as the case may be.  Reference to "performance" of either
party's obligations under this Lease shall be construed as "performance and
observance".  Tenant's obligations hereunder shall be construed in
every instance as conditions as well as covenants.

     

    (e)
Reference to Tenant being or not being "in default hereunder", or words of like
import, shall mean that Tenant is in default in the performance of one or more
of Tenant's obligations hereunder, or that Tenant is not in default in the
performance of any of Tenant's obligations hereunder, or that a condition of the
character described in Section 25.01 has occurred and continues or has not
occurred or does not continue, as the case may be.

     

    (f)
References to Landlord as having "no liability to Tenant" or being "without
liability to Tenant", shall mean that Tenant is not entitled to terminate this
Lease, or to claim actual or constructive eviction, partial or total, or to
receive any abatement or diminution or rent, or to be relieved in any manner of
any of its other obligations hereunder, or to be compensated for loss or injury
suffered or to enforce any other kind of liability whatsoever against the
Landlord under or with respect to this Lease or with respect to Tenant's use or
occupancy of the Demised Premises.

    
       


      (g)  The
term "laws and/or requirements of public authorities" and words of like import
shall mean laws and ordinances of any or all of the Federal, state, city and
county governments and rules, regulations, orders and/or directives of any or
all departments, subdivisions, boards, agencies or offices thereof, or any other
governmental, public or quasi-public authorities, having jurisdiction in the
Premises, and/or the direction of any public officer pursuant to
law.

      
      

       


      (h) The
term "requirements of insurance bodies" and words of like import shall mean
rules, regulations, orders and other requirements of the Board of Fire
Underwriters and/or the Fire Insurance Rating Organization in Connecticut and/or
any other similar body performing the same or similar functions and having
jurisdiction or cognizance of the Building and/or the Demised
Premises.

       

      
      

      
      

    

    
      
        
           


        

        
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    (i) The
term "repair" shall be deemed to include restoration and replacement as may be
necessary to achieve and/or maintain good working order and condition so that
the Demised Premises are in as near a condition as reasonably possible under the
circumstances as that prior to the events requiring repair, and the term
"untenantable" shall be deemed to include being inaccessible.

     

    (j)
Reference to "termination of this Lease" includes expiration or earlier
termination of the term of this Lease or cancellation of this Lease pursuant to
any of the provisions of this Lease or pursuant to law.  Upon a
termination of this Lease, the term and estate granted by this Lease shall end
at noon of the date of termination as if such date were the date of expiration
of the term of this Lease and neither party shall have any further obligation or
liability to the other after such termination (i) except as shall be expressly
provided for in this Lease, or (ii) except for such obligations as by their
nature or under the circumstances can only be, or by the provisions of this
Lease, may be, performed after such termination, and, in any event, unless
expressly otherwise provided in this Lease, any liability for a payment which
shall have accrued to or with respect to any period ending at the time of
termination shall survive the termination of this Lease.

     

    (k) The
term "in full force and effect" when herein used in reference to this Lease as a
condition to the existence or exercise of a right on the part of Tenant shall be
construed in each instance as including the further condition that at the time
in question no default on the part of Tenant exists, and no event has occurred
which has continued to exist for such period of time (after the notice, if any,
required by this Lease), as would entitle Landlord in either such instance to
terminate this Lease or to dispossess Tenant.

     

    (l) The
term "rentable area" shall mean rentable area as defined in, and all rentable
areas required to be determined pursuant to this Lease and the Work Letter shall
be deemed to have been measured in accordance with, the Standard Method of Floor
Measurement for Office Building approved by the Real Estate Board of New York,
Inc.

     

    (m) The
term "Landlord" as used in this Lease means only the owner, or the mortgagee in
possession, for the time being of the land and Building (or the owner of a lease
of the Building or of the land and Building) of which the Demised Premises form
a part, so that in the event of any sale or sales of said land and Building or
of said lease, or in the event of a lease of said Building, or of the land and
Building, the said Landlord shall be and hereby is entirely freed and relieved
of all covenants and obligations of Landlord hereunder, and it shall be deemed
and construed without further agreement between the parties or their successors
in interest, or between the parties and the purchaser, at any such sale, or the
said lessee of the Building, or of the land and Building, that the
purchaser  or the lessee of the Building has assumed and agreed to
carry out any and all covenants and obligations of Landlord,
hereunder.

     

    (n) The
term "Tenant" shall mean Tenant herein named or any assignee or other successor
in interest (immediate or remote) of Tenant herein named, when Tenant herein
named or such assignee or other successor in interest, as the case may be, is in
possession of the Demised Premises as owner of the Tenant's estate and interest
granted by this Lease, and also if Tenant is not an individual or corporation,
all of the individuals, firms and/or corporations or other entities comprising
Tenant.

     

    (o) Words
and phrases used in the singular shall be deemed to include the plural and vice
versa, and nouns and pronouns used in any particular gender shall be deemed to
include any other gender.

     

    (p) The
rule of "ejusdem generis" shall not be applicable to limit a general statement
following or referable to an enumeration of specific matters to matters similar
to the matters specifically mentioned.

     

    (q) All
references in this Lease to numbered Articles, numbered Sections and Subsections
and lettered Exhibits are references to Articles and Sections and Subsections of
this Lease, and Exhibits annexed to (and hereby made part of) this Lease, as the
case may be unless expressly otherwise designed in the context.

     

    (r) The
term "rent" or "rents" shall, except where the context expressly implies to the
contrary, be deemed to mean fixed rent and additional rent as such terms are
defined in Section 1.04.

     

    37.02.  The
various terms which are defined in other articles of this Lease or are defined
in Exhibits annexed hereto, shall have the meaning specified in such other
Articles and such Exhibits for all purposes of this Lease and all agreements
supplemental thereto, unless the context shall otherwise require.

     

    37.03.  The
Article headings in this Lease and the Table of Contents and/or Index prefixed
to this Lease are inserted only as a matter of convenience or reference, and are
not to be given any effect whatsoever in construing this Lease.

     

    37.04.  Tenant
acknowledges that Tenant has had the opportunity to review and negotiate the
terms of this Lease, and that the canon or rule of interpretation requiring
construction of any ambiguities herein against Landlord, as the draftsman, shall
not be applicable.

    


    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

    


    ARTICLE
38

    Restrictions
and Mortgagee Approval

     

    
      38.01. 
(a) This
Lease, and all rights of Tenant hereunder, are and shall be subject and
subordinate in all respects to all covenants, agreements and restrictions of
record as of the date hereof, with respect to the land and/or the Building,
including but not limited to those restrictions and conditions contained in the
deed from the City of Bridgeport Connecticut to Landlord or Landlord's
predecessor in title.  In said deed, Landlord agreed in part, that in
the sale, lease or occupancy of the property, it would not effect or execute any
agreement, lease, conveyance or other instrument whereby the property or any
part thereof is restricted upon the basis of race, sex, religion, color or
national origin, and it would comply with all state and local laws in effect
from time to time prohibiting discrimination or segregation by reason of race,
sex, religion, color or national origin.

    

     

    (b)
Tenant shall not take or permit any action with respect to the Demised Premises
which would violate any covenants, agreements and restrictions of record with
respect to the land and/or the Building.

     

    
      38.02 
(a)
Promptly after the execution of this Lease, Landlord shall submit a copy of the
Lease to Landlord's mortgagee, if any, for approval.  If the Lease has
not been approved by the mortgagee within thirty (30) days after its execution,
then Landlord shall have the right to cancel this Lease by written notice to
Tenant within five (5) days after the expiration of such thirty (30) day
period.  Upon such cancellation, neither party shall have any further
liability to the other by reason of this Lease.

    

     

    (b) If
Landlord fails to cure any default on its part under this Lease, the holder of
any superior mortgage shall have the right, at its option, to cure such default
in order to prevent termination of this Lease by Tenant.

     

    38.03.  Telephone
and data line installation and all costs therefor shall be the sole
responsibility of Tenant, and Tenant shall make all necessary
arrangements.  Such telephone and data line installations are subject
to approval by Landlord and must be performed in strict compliance with all
governing codes.

     

    38.04.  All
window treatments will be the sole expense of the Tenant.  Prior to
window treatment installation, written approval from the Landlord must be
obtained.

     

    ARTICLE
39

    Parking

     

    39.01.  Landlord,
upon request by Tenant, shall provide up to 16 unreserved and unallocated
parking spaces at one of the Landlord’s parking facilities for use by Tenant’s
employees only at a cost of Seventy Five Dollars ($75.00) plus sales tax for
each parking space for the first four years of the Lease Term.  For
years five through seven of the Lease Term Landlord, upon request by Tenant,
shall provide up to 16 unreserved and unallocated parking spaces at one of the
Landlord’s parking facilities for use by Tenant’s employees only at market value
plus sales tax for each parking space.  Tenant acknowledges that its
employees may have to park in one of the Landlord’s parking facilities other
than the parking facility located in the Building.  Tenant also
acknowledges that the parking facility located in the Building is not open
twenty four hours each day and is closed on Saturdays, Sundays and
Holidays.

     

    ARTICLE
40

    Option to Renew

     

    Provided
the Tenant is not in default under this Lease beyond any applicable cure period
at the time this option to renew this Lease is exercised, the Landlord grants to
the Tenant an option to renew the term of this Lease for an additional period of
five (5) years upon all of the terms, covenants and conditions of this Lease
including but not limited to payments due under Article 6, Article 7 and Article
16 of this Lease, but with the exception of the Fixed Rent which shall be at the
then Fair Market Value Rent but not less than the annual amount of One Hundred
Thirty Seven Thousand Eight Hundred Eighty Dollars.  In order to
exercise this option to renew the term of the Lease the Tenant shall give the
Landlord nine months’ prior written notice of its intention to exercise this
option to renew and time shall be deemed of the essence in giving such
notice.

    
    

     

    ARTICLE
41

    
      Termination
Right

       

      Tenant
shall have a one-time right to terminate this Lease at the end of the fifth year
of the Lease Term by giving Landlord nine (9) months’ prior written notice of
Tenant’s intention to terminate on that date (the “Early Termination Date”)
specified in Tenant’s notice and upon paying Landlord on or before the Early
Termination Date an Early Termination Fee equal to four months’ rent (Forty Five
Thousand Nine Hundred Sixty Dollars) ($45,960.00) and the unamortized portion
(on a straight line basis with interest at 7% per annum) of the Landlord’s
Construction Costs for the Demised Premises, Brokerage fees and Attorney’s Fees.
Time shall be deemed of the essence in giving such written notice of intention
to terminate this Lease.

       

      
      

      
      

    

    
      
        
           


        

        
          28

          
            

          

        

        
           


        

      

    

       


    ARTICLE
42

    Untenantability

     

    Notwithstanding
any other terms and conditions of the Lease, if, due to the fault or negligence
of Landlord or the failure of systems and equipment over which Landlord shall
have control and not due to the fault or negligence of Tenant, third parties,
Acts of God, Force Majeure, the Demised Premises are rendered untenantable for a
continuous period of at least 96 hours, then the rents reserved hereunder shall
after such period of 96 hours abate pro rata per diem until the Demised Premises
are again tenantable.

     

    IN
WITNESS WHEREOF the parties hereto have caused this instrument to be executed by
their duly authorized officers and their corporate seals to be hereunder affixed
the day and year first above written.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Signed,
      Sealed and Delivered

                                	 	 
      	 
      	 
	
                                  In
      the Presence Of:

                                	 	
                                  TEN
      MIDDLE ASSOCIATES

                                	 
	 
      	 	 
      	 
      	 
	
                                  /s/ Rosaida
      Flores

                                	 	 
      	 
      	 
	 
      	 	 
      	 
      	 
	 
      	 	
                                  BY:

                                	
                                  /s/ Ernest C.
      Trefz

                                	 
	
                                  
                                  

                                	 	 
      	
                                  Ernest
      C. Trefz,

                                	 
	
                                  
                                    (As
      to Landlord)

                                  

                                	 	 
      	 
      	 
	
                                  A
      General Partner

                                	
                                   

                                	 
      	 
      	 
	 
      	 	 
      	 
      	 
	
                                  TENANT

                                	 	
                                  CLEAN
      DIESEL TECHNOLOGIES, INC.

                                	 
	 
      	 	 
      	 
      	 
	
                                  /s/ Joseph
      Crute

                                	 	
                                  BY:

                                	
                                  /s/ Ann B.
      Ruple

                                	 
	
                                  /s/ Mary
      Christian-Hein

                                	 	 
      	 
      	 
	 
      	 	 
      	 
      	 
	 
      	 	
                                  Its
      Vice President

                                	 
	
                                  /s/ Joseph
      Crute

                                	 	
                                  and

                                	 
	
                                  /s/ Mary
      Christian-Hein

                                	 	
                                  BY:

                                	
                                  /s/ Charles W.
      Grinnell

                                	 
	
                                  (As
      to Tenant)

                                	 	 
      	 
      	 
	 
      	 	
                                  Its
      Vice President

                                	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      	
              STATE
      OF CONNECTICUT

            	
              }

            


    

                                }       ss:
BRIDGEPORT

    
      	
              COUNTY
      OF FAIRFIELD

            	
              }

            


    

     

    On this
the 22nd day of September, 2008, before me, personally appeared ERNEST C. TREFZ,
who acknowledged himself to be a General Partner of TEN MIDDLE ASSOCIATES, a
Partnership, and that he being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of the
Partnership by himself on behalf of said Partnership as a General
Partner

     

    IN
WITNESS WHEREOF, I hereunto set my hand and official seal.

     

    
      
        	
                /s/ Rosaida
      Flores

              	 	
                ROSAIDA
      FLORES

              
	
                Notary
      Public

              	 	
                Notary
      Public

              
	
                Commissioner
      Superior Court

              	 	
                My
      Commission Expires July 31,
2012

              


      

    

     

     

    
      	
              STATE
      OF CONNECTICUT

            	
              }

            


    

                                }       ss:
STAMFORD

    
      	
              COUNTY
      OF FAIRFIELD

            	
              }

            


    

     

    On this
the 18th day of September, 2008, before me, personally appeared ANN B. RUPLE,
who acknowledged herself to be a VICE PRESIDENT of CLEAN DIESEL TECHNOLOGIES,
INC., a Delaware Corporation, and that as such VICE PRESIDENT, being authorized
so to do, executed the foregoing instrument for the purposes therein contained
on behalf of Clean Diesel Technologies, Inc.

     

     

    IN
WITNESS WHEREOF, I hereunto set my hand and official seal.

     

    
      
        	
                /s/ Patricia
      McCoy

              	 	
                PATRICIA
      MC COY

              
	
                Notary
      Public

              	 	
                NOTARY
      PUBLIC

              
	
                Commissioner
      Superior Court

              	 	
                My
      Commission Expires January 31,
2011

              


      

    

    


    
      
        
           


        

        
          29

          
            

          

        

        
           


        

      

    

    


    
      	
              STATE
      OF CONNECTICUT

            	
              }

            


    

                                }       ss:
STAMFORD

    
      	
              COUNTY
      OF FAIRFIELD

            	
              }

            


    

     

    On this
the 18 day of September, 2008, before me, personally appeared Charles W.
Grinnell, who acknowledged himself to be Vice President of CLEAN DIESEL
TECHNOLOGIES, INC., a Delaware Corporation, and that as such Vice
President, being authorized so to do, executed the foregoing instrument for the
purposes therein on behalf of Clean Diesel Technologies,
Inc.

     

     

    IN WITNESS WHEREOF, I hereunto set my
hand and official seal.

     

    
      
        	
                /s/ Patricia
      McCoy

              	 	
                PATRICIA
      MC COY

              
	
                Notary
      Public

              	 	
                NOTARY
      PUBLIC

              
	
                Commissioner
      Superior Court

              	 	
                My
      Commission Expires January 31,
2011

              


      

    

    


    
      
        
           


        

        
          30

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
"A"

    Premises
Plan

     

     

    

    


    
      
        
           


        

        
          31

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
"B"

    Rules
and Regulations

     

     

    1.  The
sidewalks, entrances, passages, lobby, elevators, vestibules, stairways,
corridors or halls shall not be obstructed or encumbered by any tenant or used
for any purpose other than ingress and egress to and from the Demised Premises
and Tenant shall not permit any of its employees, agents or invitees to
congregate in any of said areas.  No door mat of any kind whatsoever
shall be placed or left in any public hall or outside any entry door of the
Demised Premises.

     

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

     

    3.  No
sign, insignia, advertisement, object, notice or other lettering shall be
exhibited, inscribed, painted or affixed by any tenant on any part of the
outside or inside of the Demised Premises or the Building without the prior
written consent of Landlord.  In the event of the violation of the
foregoing by any tenant, Landlord may remove the same without any liability, and
may charge expense incurred in such removal to the tenant or tenants violating
this rule.  Interior signs and lettering on doors and directory tablet
shall, if and when approved by Landlord, be inscribed, painted or affixed for
each tenant by Landlord at the expense of such tenant, and shall be of a size,
color and style acceptable to Landlord.

     

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

     

    5.  No
showcases or other articles shall be put in front of or affixed to any part of
the exterior of the Building, nor placed in the halls, corridors or
vestibules.

     

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

     

    7.  No
tenant shall mark, paint, drill into, or in any way deface, any part of the
Demised Premises or the Building.  No boring, cutting or stringing of
wires shall be permitted, except with the prior written consent of Landlord, and
as Landlord may direct.  No tenant shall lay linoleum, or other
similar floor covering, so that the same shall come in direct contact with the
floor of the Demised Premises.

     

    8.  No
bicycles, vehicles, animals, fish or birds of any kind shall be brought into or
kept in or about the Premises.

     

    9.  No
noise, including, but not limited to, music or the playing of musical
instruments, recordings, radio or television which, in the judgment of Landlord,
might disturb other tenants in the Building, shall be made or permitted by any
tenant.  Nothing shall be done or permitted in the Demised Premises by
Tenant which would impair or interfere with the use or enjoyment by any other
tenant of any other space in the Building.  No tenant shall throw
anything out of the doors, windows or skylights or down the
passageways.

     

    10.  Tenant,
its servants, employees, agents, visitors or licensees, shall not at any time
bring or keep upon the Demised Premises any explosive fluid, chemical or
substance, nor any inflammable or combustible objects or materials except
subject to the provisions of Section 13.02(a) of the foregoing
Lease.

     

    11.  Additional
locks or bolts of any kind which shall not be operable by the Grand Master Key
for the Building shall not be placed upon any of the doors or windows by any
tenant, nor shall any changes be made in locks or the mechanism thereof which
shall make such locks inoperable by said Grand Master Key.  Each
tenant shall, upon the termination of its tenancy, turn over to the Landlord all
keys of stores, offices and toilet rooms, either furnished to, or otherwise
procured by, such tenant and in the event of the loss of any keys furnished by
Landlord, such tenant shall pay to Landlord the cost thereof.

    
       


      12.  All
removals, or the carrying in or out of any safes, freight, furniture, packages,
boxes, crates or any other object or matter of any description must take place
during such hours and in such elevators as Landlord or its Agent may determine
from time to time.  Landlord reserves the right to inspect all objects
and matter to be brought into the Building and to exclude from the Building all
objects and matter which violate any of the Rules and Regulations or the Lease
of which these Rules and Regulations are a part.  Landlord may require
any person leaving the Building with any package or other object or matter to
submit a pass, listing such package or object or matter, from the tenant from
whose premises the package or object or matter is being removed, but the
establishment and enforcement of such requirement shall not impose any
responsibility on Landlord for the protection of any tenant against the removal
of property from the premises of such tenant.  Landlord shall, in no
way, be liable to Tenant for damages or loss arising from the admission,
exclusion or ejection of any person to or from the Demised Premises or the
Building under the provisions of this Rule 12 or of Rule 15
hereof.
  


    
      
        
           


        

        
          32

          
            

          

        

        
           


        

      

    

    
    

    13.  Tenant
shall not occupy or permit any portion of the Demised Premises to be occupied as
an office for a public stenographer or public typist, or for the possession,
storage, manufacture or sale of beer, wine or liquor, narcotics, dope, tobacco,
in any form, or as an employment bureau.  Tenant shall not engage or
pay any employees on the Demised Premises, except those actually working for
Tenant on the Demised Premises, nor advertise for laborers giving an address at
the Demised Premises. Tenant shall not use the Demised Premises or any part
thereof, or permit the Demised Premises or any part thereof to be used, for
manufacturing, or sale at auction of merchandise, goods or property of any
kind.

     

    14.  Landlord
shall have the right to prohibit any advertising or identifying sign by any
tenant which in Landlord's judgment tends to impair the reputation of the
Building or its desirability as a building for offices, and upon written notice
from Landlord, such tenant shall refrain from or discontinue such advertising or
identifying sign.

     

    15.  Landlord
reserves the right to exclude from the Building during hours other than Business
Hours (as defined in the foregoing Lease) all persons who do not present a pass
to the Building signed by Landlord.  All persons entering and/or
leaving the Building during hours other than Business Hours may be required to
sign a register.  Landlord will furnish passes to persons for whom any
tenant requests same in writing.  Each tenant shall be responsible for
all persons for whom such tenant requests such pass and shall be liable to
Landlord for all acts or omissions of such persons.

     

    16.  Tenant,
before closing and leaving the Demised Premises at any time, shall see that all
lights are turned out.  All entrance doors in the Demised Premises
shall be left locked by Tenant when the Demised Premises are not in
use.  Entrance doors shall not be left open at any time.

     

    17.  Unless
Landlord shall furnish electrical energy hereunder as a service included in the
rent, Tenant shall, at Tenant's expense, provide artificial light and electrical
energy for the employees of Landlord and/or Landlord's contractors while doing
janitor service or other cleaning in the Demised Premises and while making
repairs or alterations in the Demised Premises.

     

    18.  The
Demised Premises shall not be used for lodging or sleeping or for any immoral or
illegal purpose.

     

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

     

    20.  Canvassing,
soliciting and peddling in the Building are prohibited and each tenant shall
cooperate to prevent the same.

     

    21.  There
shall not be used in any space, or in the public halls of the Building, either
by any tenant or by jobbers or any others, in the moving or delivery or receipt
of safes, freight, furniture, packages, boxes, crates, paper, office material,
or any other matter or thing, any hand trucks except those equipped with rubber
tires, side guards and such other safeguards as Landlord shall
require.  No hand trucks shall be used in passenger elevators, and no
such passenger elevators shall be used for the moving, delivery or receipt of
the aforementioned articles.

     

    22.  Tenant
shall not cause or permit any odors of cooking or other processes or any unusual
or objectionable odors to emanate from the Demised Premises which would annoy
other tenants or create a public or private nuisance.  No cooking
shall be done in the Demised Premises except as is expressly permitted in the
foregoing Lease.

     

    23.  Tenant
shall cooperate with Landlord in obtaining maximum effectiveness of the cooling
system by lowering and closing drapes and curtains when the sun's rays fall
directly on the windows of the Demised Premises.

     

    24.  Landlord
reserves the right to rescind, alter or waive any rules or regulation at any
time prescribed for the Building when, in its judgment, it deems it necessary or
desirable for the reputation, safety, care or appearance of the Building, or the
preservation of good order therein, or the operation or maintenance of the
Building or the equipment thereof, or the comfort of tenants or others in the
Building.  No rescission, alteration or waiver of any rule or
regulation in favor of one tenant shall operate as a rescission, alteration or
waiver in favor of any other tenant.

    


    
      
        
           


        

        
          33

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
"C"

    Work
Letter

     

     

    Provided
that the Tenant agrees to the use of the Landlord’s contractor, the Landlord
shall provide Tenant with a turn-key installation using building standard
materials according to Tenant’s plans as approved by Landlord.  The
Landlord agrees to contribute Twenty Seven and One Half Dollars ($27.50) per
rentable square foot of the Premises toward the Tenant Improvements to be
performed by Landlord on behalf of Tenant.  If the cost of Tenant
Improvements exceeds $151,662.50 then Tenant will, upon submission of an invoice
from the Landlord’s contractor, pay the cost of such excess.

     

    Tenant
shall provide plans to the Landlord immediately upon execution of this Lease,
and Landlord shall immediately review plans for approval.  Within 15
days of plan approval, Landlord shall prepare an estimate of the cost of Tenant
Improvements and submit to Tenant for its approval.  Within 15 days of
receipt of the estimated costs, Tenant will submit written approval to Landlord,
and, Landlord shall proceed with the work.   Tenant and Landlord
acknowledge that time is of the essence in granting approvals.  Tenant
and Landlord agree to work together reasonably to approve plans and
finishes.  In the event that Landlord and Tenant cannot agree with
regard to the scope of the fit-up work and/or the cost of the fit-up work within
15 days after the Tenant receives receipt of the estimated costs from the
Landlord’s contractor, then Tenant shall retain its own contractor to do the
fit-up work of Tenant Improvements.

     

    If Tenant
uses a contractor other than Landlord’s contractor for the Tenant’s fit-up work
of Tenant Improvements, Landlord will contribute Twenty Seven and One Half
Dollars ($27.50) per rentable square foot of the Premises ($151,662.50) toward
the costs of Tenant’s Improvements and Tenant shall pay the balance of Tenant’s
fit-up work to Tenant’s contractor.  If Tenant uses a contractor other
than the Landlord’s contractor, the Commencement Date of the Lease shall be
January 1, 2009.

    


    
      
        
           


        

        
          34

          
            

          

        

        
           


        

      

    

    


    INSTRUCTIONS
TO TENANT CONTRACTORS

     

    1.  It
shall be Tenant's contractor's responsibility to schedule the performance of his
work and notify the Landlord's Project Manager of his proposed schedule, so that
the contractor's elevator usage for material deliveries and rubbish removal may
be coordinated.

     

    2.  The
Tenant's contractor shall notify Landlord's Project Manager at least four (4)
weeks prior to his proposed starting date to perform Tenant Work and at that
time will discuss the arrangements and requirements of his
schedule.  At this contact time, Landlord's Project Manager would like
to cover the following items to determine reservation time
scheduled:

     

    a)  Material
delivery, schedule - dates - times

    b)  Number
of vehicles

    c)  Elevator
Service and hoist reservation time

    d)  Docking
arrangements and reservation time

    e)  Insurance
requirements

    f)  Names
and telephone numbers of contacts and coordinators

    g)  General
instructions - rules and regulations

     

    3.  The
Tenant's contractor shall confirm his schedule with the Landlord's Project
Manager, not less than 48 hours in advance of his pre-scheduled material
deliveries.  It shall be Tenant's contractor's sole responsibility to
confirm his reservation times, and in the event that this confirmation is not
verified and re-executed it shall be deemed that his reservations are to be
voided (canceled) and allocated to others.  He shall then be required
to reschedule both his deliveries and his reservations through the Landlord's
Project Manager.  In all fairness to the other Tenants going into the
Building, if Tenant's contractor fails to meet or confirm this date this
contractor will have to wait until there is free time in the material delivery
and hoisting schedule before they will be allowed to perform Tenant
Work.  Landlord's Project Manager will make every effort to
accommodate the Tenant's contractor as early as possible, but it is very likely
that to reschedule would effect a serious time delay; you can clearly see, then,
that it is extremely important to confirm the schedule not less than 48 hours in
advance, and if possible, preferably three to five days ahead of
time.

     

    4.  Tenant
and its contractors shall remain responsible for the scheduling and
transportation of materials and equipment used in the performance of Tenant's
Work and for the removal from the Building of waste and debris resulting from
the performance of Tenant's Work, and Landlord shall not be responsible for
coordination of the work of Tenant's contractors with the work of Landlord's
contractor.  However, Landlord and Tenant shall cooperate in their
respective performances of Landlord's Work and Tenant's Work in order to enable
the same to be properly coordinated.  Tenant shall not be under any
obligation to employ any of Landlord's contractors or to pay any charge to any
of them by reason of Tenant's having other contractors or purchasing any
materials or labor or employing any labor from other sources.  Tenant
and its contractors shall not be under any obligation to pay for water,
electricity, heat, ventilation or cooling provided in the Premises during the
performance of any Tenant's Work during normal working hours of the Building
Construction project.

     

    5.  Temporary
staging of materials and equipment in public areas is not
permitted.

     

    6.  Should
large equipment or materials need to be transported via dollies and/or carts,
then contractor shall protect all routes over finished floors with a minimum of
3/8" plywood runway, which will be picked up at the close of work each
day.

     

    7.  All
areas traveled are to be broom cleaned at the close of each
day.  Elevators are to be swept and debris carried from the car, not
swept across the door opening.

     

    8.  Workers
should use the toilet facilities provided by the general
contractor.

     

    9.  The
hoisting load limit of 3,000 pounds in passenger elevator is not to be
exceeded.

     

    10.  All
packing and crating materials must be removed at the end of each day, and not be
left to accumulate overnight (fire hazard).

     

    11.  The
Tenant's contractor must utilize labor that will work in harmony with other
labor in the Building.  In addition, Landlord's Project Manager should
receive not later than two weeks prior to contractor's performance of Tenant's
Work, insurance certificates evidencing the following minimum
coverages:

     

    Worker's
Compensation Insurance - Statutory Limit

     

    Comprehensive
Public Liability:

    Property
Damage Coverage -   Minimum $ 1,000,000

    Bodily
Injury or Death:

    One
Person
-            Minimum
$1,000,000

    More than
one person -       Minimum
$1,000,000

     

    All
certificates are to stipulate that ten (10) days' prior notice of cancellation
will be given to Tenant and to:

     

    Ten
Middle Associates

    10 Middle
Street

    Bridgeport,
CT 06604

    


    
      
        
           


        

        
          35

          
            

          

        

        
           


        

      

    

    


    INSTRUCTIONS
TO MOVING CONTRACTORS

     

    1.  The
directions of the Landlord and/or his managing agent will be followed at all
times.

     

    2.  No
furniture and/or materials will be moved in or out of the building from 8 a.m.
to 6 p.m., Monday through Friday, unless approved by the Landlord and/or his
managing agent.

     

    3.  The
moving contractor must submit, not later than two (2) weeks prior to the move, a
written schedule which indicates the date and time the move will commence and
also the same for the completion of the move.

     

    4.  All
routes over finished floors will be protected with a minimum 3/8"
plywood runway, which is to be picked up at the close of work each
day.

     

    5.  Appropriate
warning signs are to be posted in all public corridors and lobbies
used.

     

    6.  Temporary
staging of furniture and equipment in public areas is not
permitted.

     

    7.  All
areas traveled are to be broom cleaned at the close of each
day.  Elevators are to be swept and debris carried from the car, not
across the door opening.

     

    8.  Workers
should use the toilet/facilities provided by the general
contractor.

     

    9.  The
load limit of 3,000 pounds in the passenger elevator is not to be
exceeded.

     

    10.  No
more than two trailers will be allowed at the loading dock.

     

    11.  Only
rubber wheeled dollies and carts, in good operating condition, may be
used.  Excess oil and grease must be removed from wheels to prevent
staining flooring.

     

    12.  Reasonable
care must be taken at all times to avoid any personal injury or property
damage.

     

    13.  All
packing and crating materials must be removed at the end of each day, and not be
left to accumulate overnight (fire hazard).

     

    14.  The
moving contractor must utilize labor that will work in harmony with other labor
in the building.  In addition, Landlord's office should receive not
later than two weeks prior to move, insurance certificates evidencing the
following minimum coverages.

     

    Worker's
Compensation Insurance - Statutory Limit

     

    Comprehensive
Public Liability:

    Property
Damage Coverage -  Minimum $1,000,000

    Bodily
Injury or Death:

    One
person -     Minimum $1,000,000

    More than
one person -   Minimum $1,000,000

     

    All
certificates are to stipulate that ten (10) days' prior notice of cancellation
will be given to the Tenant and to:

     

    Ten
Middle Associates

    10 Middle
Street

    Bridgeport,
CT 06604

     

     

    36