ex10-32.htm


    EXHIBIT
10.32


    _________________________________________________________________

    


    


    


    SUB-SUBLEASE

    


    Between

    


    CYTRX
ONCOLOGY CORPORATION

    


    Sub-Sublandlord,

    


    


    and

    


    


    RED
PINE ADVISORS LLC

    Sub-Subtenant.

    


    


    


    


    Premises:

     

    The
Entire 25th Floor
at

    555
Madison Avenue

    New York,
NY

     

    Dated: As
of December 4, 2008

    


    


    


    


    _________________________________________________________________

    



    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    SUB-SUBLEASE

    


    


    THIS SUB-SUBLEASE (this
"Sub-Sublease"), dated as of the 4th day of December, 2008
between CYTRX ONCOLOGY
CORPORATION, a Delaware corporation (as successor in interest to Innovive
Pharmaceuticals, Inc.), having an address at 11726 San Vincente Boulevard, Suite
650, Los Angeles, California 90049 (“Sub-Sublandlord”), and RED PINE ADVISORS LLC, a
Delaware limited liability company, having an office at 900 Third Avenue, Suite
2023, New York, New York 10022 (“Sub-Subtenant”).

     

    W I T N E
S S E T H:

    


    1.           DEMISE
AND TERM.  Sub-Sublandlord hereby leases to Sub-Subtenant, and
Sub-Subtenant hereby hires from Sub-Sublandlord, those certain premises (the
“Subleased Premises”) consisting of the entire twenty-fifth (25th) floor
(as more particularly identified on Exhibit A annexed
hereto and forming a part hereof) in the building located at 555 Madison Avenue,
New York, NY (the “Building”) and being the premises which were leased to
Friedman Billings Ramsey Group, Inc. (“FBR”) pursuant to the “Lease” (as
hereinafter defined) and subleased to Innovive Pharmaceuticals, Inc.
(“Innovive”) pursuant to the “Original Sublease” (as hereinafter
defined).  The term of this Sub-Sublease shall be the period
commencing on the date (the “Commencement Date”) which shall be the later to
occur of (i) the date upon which this Sub-Sublease is fully executed by
Sub-Sublandlord and Sub-Subtenant and (ii) the date upon which the Consents (as
defined in Article 32 hereof) are obtained, and ending at 11:59 p.m. on August
29, 2012, unless sooner terminated as herein provided (the “Expiration
Date”).

    


    2.           SUBORDINATE
TO THE LEASE.   (a)  This Sub-Sublease is and
shall be subject and subordinate to (i) the lease dated April 26, 2002 between
Rodney Company, N.V., Inc. as landlord (the “Prime Landlord”), and FBR, as
tenant (the “Lease”), (ii) the sublease dated March 14, 2005 between FBR, as
sublessor, and Innovive, as sublessee (the “Original Sublease”), and that
certain consent to the Original Sublease (the “Sublease Consent”) dated March
14, 2005 among the Prime Landlord, FBR and Innovive, and (iii) the matters to
which the Lease is or shall be subject and subordinate.  A copy of the
Lease and the Original Sublease (certain financial matters of which have been
redacted) have been delivered to and examined by Sub-Subtenant and are annexed
hereto as Exhibit B-1
and B-2, respectively, and form a part hereof.

    


    (b)           Sub-Sublandlord
represents that a true and complete copy of the (i) Lease (excluding redacted
terms and conditions not relevant to Sub-Subtenant) is attached hereto as
Exhibit B-1 and (ii) the Original Sublease and the Sublease Consent are attached
hereto as Exhibit B-2.  

    


    3.           INCORPORATION
BY REFERENCE.  (a)  The terms, covenants and
conditions of the Lease (as modified by the Original Sublease) and the Original
Sublease are incorporated herein by reference so that, except to the extent that
they are inapplicable or modified by the provisions of this Sub-Sublease for the
purpose of incorporation by reference, each and every term, covenant and
condition of the Lease (as modified by the Original Sublease) and the Original
Sublease binding or inuring to the benefit of the landlord thereunder shall, in
respect of this Sub-Sublease, bind or inure to the benefit of Sub-Sublandlord,
and each and every term, covenant and condition of the Lease (as modified by the
Original Sublease) and the Original Sublease binding or inuring to the benefit
of the tenant thereunder shall, in respect of this Sub-Sublease, bind or
inure


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    to the
benefit of Sub-Subtenant, with the same force and effect as if such terms,
covenants and conditions were completely set forth in this Sub-Sublease, and as
if the words "Landlord" and "Tenant", or words of similar import, wherever the
same appear in the Lease, and “Sublandlord” and “Subtenant”, or words of similar
import, wherever the same may appear in the Original Sublease, were construed to
mean, respectively, "Sub-Sublandlord" and "Sub-Subtenant" as such terms are used
in this Sub-Sublease, and as if the words “Sublessor” and “Sublessee” or words
of similar import, wherever the same appear in the Original Sublease, were
construed to mean, respectively, “Sub-Sublandlord” and “Sub-Subtenant” in this
Sub-Sublease, and as if the words "demised premises" or "Demised Premises" or
"Premises" or words of similar import, wherever the same appear in the Lease and
Original Sublease, were construed to mean " Subleased Premises" in this
Sub-Sublease, and as if the word "Lease", “Base Lease”, or words of similar
import, wherever the same appear in the Lease and the Original Sublease were
construed to mean this "Sub-Sublease" and other terms and provisions will be
construed with such necessary modifications as the context
requires.  The provisions of the Lease (as modified by the Original
Sublease) and of the Original Sublease as set forth on Exhibit C annexed
hereto and forming a part hereof, shall be deemed modified or deleted for the
purposes of incorporation by reference in this Sub-Sublease.  If any
of the express provisions of this Sub-Sublease shall conflict with any of the
provisions incorporated by reference, such conflict shall be resolved in every
instance in favor of the express provisions of this Sub-Sublease.

    


    (b)           Whenever
in the Original Sublease or the Lease a time is specified for the giving of any
notice or the making of any demand by the tenant thereunder, such time is hereby
changed (for the purpose of this Sub-Sublease only) by adding five (5) days
thereto; and whenever in the Original Sublease or the Lease a time is specified
for the giving of any notice or the making of any demand by the landlord
thereunder, such time is hereby changed (for the purpose of this Sub-Sublease
only) by subtracting two (2) days therefrom.  If the Original Sublease
shall provide any grace or cure period for any failure on Sub-Subtenant’s part
or default by the Sub-Subtenant under the Original Sublease, then the grace or
cure period hereunder shall be the grace or cure period under the Original
Sublease.  Notwithstanding the foregoing, in no event shall
Sub-Subtenant have less than three (3) business days under this Sub-Sublease to
cure any default, give or respond to any notice, give any consent, make any
demand or take any other action required or permitted hereunder.

    


    4.           PERFORMANCE
BY SUB-SUBLANDLORD.  (a) Any obligation of Sub-Sublandlord
which is contained in this Sub-Sublease by the incorporation by reference of the
provisions of the Lease (as modified by the Original Sublease) or the Original
Sublease may be observed or performed by Sub-Sublandlord using reasonable
efforts to cause FBR (or its successors and/or assigns, hereinafter called the
“Overlandlord”) to cause the Prime Landlord to observe and/or perform the same,
and Sub-Sublandlord shall have a reasonable time to enforce its rights to cause
such observance or performance.  Sub-Subtenant shall not in any event
have any rights in respect of the Subleased Premises greater than
Sub-Sublandlord's rights under the Original Sublease, and, notwithstanding any
provision to the contrary, as to obligations contained in this Sub-Sublease by
the incorporation by reference of the provisions of the Lease (as modified by
the Original Sublease), Sub-Sublandlord shall not be required to make any
payment or perform any obligation, and Sub-Sublandlord shall have no liability
to Sub-Subtenant for any obligation whatsoever, except that, subject to any
abatement rights applicable to the term of this Sub-Sublease, contained in the
Lease (as modified by the Original Sublease), Sub-Sublandlord shall pay the
fixed annual rent and additional rent due under the Original Sublease and
Sub-Sublandlord shall use reasonable efforts, upon written request of
Sub-Subtenant, to cause the Overlandlord to cause the Prime Landlord
to


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    observe and/or perform its
obligations under the Lease.  Except as otherwise provided for herein,
Sub-Sublandlord shall not be responsible for any failure or interruption, for
any reason whatsoever, of the services or facilities that may be appurtenant to
or supplied at the Building by the Prime Landlord under the Lease or otherwise,
including, without limitation, heat, air conditioning, electricity, water,
elevator service and cleaning service, if any; and no failure to furnish, or
interruption of, any such services or facilities shall give rise to any (i)
abatement, diminution or reduction of Sub-Subtenant's obligations under this
Sub-Sublease except to the extent that, as a result thereof, Sub-Sublandlord’s
obligation to pay fixed annual rent or additional rent under the Original
Sublease is abated or diminished (in which case, unless Sub-Subtenant is in
default hereunder beyond applicable notice and grace periods, Sub-Subtenant’s
Base Rent and additional rent, as applicable, shall be appropriately abated or
reduced, as the case may be), (ii) constructive eviction, whether in whole or in
part, or (iii) liability on the part of Sub-Sublandlord.

     

    (b)  In
the event the Prime Landlord shall fail to perform any of the terms, covenants,
conditions, provisions and agreements contained in the Lease on its part to be
performed, Sub-Sublandlord shall cooperate with Sub-Subtenant and, upon
Sub-Subtenant’s written request therefor, shall use reasonable good faith
efforts to seek to obtain the performance of the Prime Landlord under the
Lease.  If the Prime Landlord shall default in any of its obligations
with respect to the Subleased Premises, or there shall exist a bona fide dispute
with the Prime Landlord under the terms, covenants, conditions, provisions and
agreements of this Sub-Sublease and/or the Lease and/or the Original Sublease,
and Sub-Subtenant notifies Sub-Sublandlord in writing that Sub-Subtenant has
previously notified the Prime Landlord of such dispute and that such default or
notice has been disregarded or not reasonably satisfactorily acted upon, then
Sub-Sublandlord shall within ten (10) days of Sub-Subtenant’s notice (except in
an emergency, within two (2) business days of Sub-Subtenant’s request), notify
the Prime Landlord of such default or dispute in its name on Sub-Subtenant’s
behalf.  Sub-Subtenant shall be entitled to participate with
Sub-Sublandlord, at its sole cost and expense, in the enforcement of
Sub-Sublandlord’s rights against the Prime Landlord, if any.

    


    (c)  If,
after written request from Sub-Subtenant, Sub-Sublandlord shall fail or refuse
to take appropriate action for the enforcement of Sub-Sublandlord’s rights
against such action in its own name, and at its own cost and expense, and for
such purpose and to such extent, all of the rights of Sub-Sublandlord under the
Original Sublease are hereby conferred upon and assigned to Sub-Subtenant and
Sub-Subtenant hereby is subrogated to such rights to the extent that the same
shall apply to the Subleased Premises.  If any such action against the
Prime Landlord in Sub-Subtenant’s name, shall be barred by reason of lack of
privity, non-assignability or otherwise, Sub-Subtenant may take such action in
Sub-Sublandlord’s name provided Sub-Subtenant has obtained the prior written
consent of Sub-Sublandlord, which consent shall not be unreasonably withheld or
delayed within ten (10) days thereof, and in connection therewith, Sub-Subtenant
does hereby agree to indemnify and hold Sub-Sublandlord harmless from and
against all liability, loss or damage, including, without limiting the
foregoing, reasonable attorneys’ fees and disbursements, which Sub-Sublandlord
shall suffer by reason of any such action by Sub-Subtenant.

    


    (d)           Sub-Sublandlord
shall not be responsible for the maintenance or repair of any equipment in, or
that services, the Subleased Premises, including, without limitation, any HVAC
equipment that exists therein or services the Subleased Premises, whether on the
date hereof or in the future.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (e)           Subject
to Section 17 herein, Sub-Sublandlord agrees to cooperate with Sub-Subtenant, at
no cost to Sub-Sublandlord, in obtaining for Sub-Subtenant any consent of Prime
Landlord or Overlandlord sought by Sub-Subtenant for any action for which the
Lease or the Original Sublease requires Prime Landlord’s or Overlandlord’s
consent or delivering any notice to Prime Landlord  or Overlandlord as
required by any provision of the Lease or the Original Sublease including, but
without limitation, promptly forwarding any request made by Sub-Subtenant for
services, consent or approval.  In the event Sub-Subtenant shall
obtain the consent of Prime Landlord and Overlandlord with respect to a matter
requiring the consent of Prime Landlord and/or Overlandlord, then provided such
matter does not impose any additional obligation, duty or liability upon
Sub-Sublandlord, in such event Sub-Sublandlord shall be deemed to have given its
consent under the Sub-Sublease.  In the event such matter does impose
additional obligation, duty or liability upon Sub-Sublandlord, Sub-Sublandlord
shall not unreasonably withhold, delay or condition its consent provided that
Sub-Subtenant agrees, as a condition of such consent, to fulfill such
obligation, duty or liability, at Sub-Subtenant’s sole cost and
expense.

     

            
(f)           To the
extent that, as a result of Prime Landlord’s default under the Lease affecting
the Subleased Premises, Sub-Sublandlord recovers any abatement, credit, set off
or offset, or benefit thereof that is related to the term of this Sub-Sublease,
then such abatement, credit, set off or offset applicable to the Subleased
Premises related to the term of this Sub-Sublease shall belong exclusively to
the Sub-Subtenant.

    


    5.           NO BREACH
OF THE ORIGINAL SUBLEASE OR THE LEASE.  Sub-Subtenant shall not
do or permit to be done any act or thing which constitutes a breach or violation
of any term, covenant or condition of the Original Sublease or the Lease by the
tenant thereunder, whether or not such act or thing is permitted under the
provisions of this Sub-Sublease.

    


    6.           INTENTIONALLY
DELETED

    


    7.           INDEMNITY.  Sub-Subtenant
shall indemnify, defend and hold harmless Sub-Sublandlord, the Overlandlord and
the Prime Landlord from and against any and all losses, costs, damages,
reasonable expenses and liabilities, including, without limitation, reasonable
attorneys' fees, court costs and disbursements, which Sub-Sublandlord, the
Overlandlord or the Prime Landlord may incur or pay by reason of (a) any
accidents, damages or injuries to persons or property occurring during this term
of this Sub-Sublease in, on or about the Subleased Premises, (b) any breach or
default hereunder or under the Original Sublease on Sub-Subtenant's part, (c)
any work done in or to the Subleased Premises by or on behalf of Sub-Subtenant
(or any person claiming through or under Sub-Subtenant), or (d) any act,
omission, negligence or other fault on the part of Sub-Subtenant and/or its
officers, employees, agents, licensees, contractors, subcontractors, customers
and/or invitees or any person claiming through or under Sub-Subtenant; except to
the extent such losses, costs damages, expenses and liabilities set forth in (a)
through (d) above result from the Sub-Sublandlord’s, the Overlandlord’s or the
Prime Landlord’s negligent or intentional acts or omissions, as the case may
be.  If any action or proceeding shall be brought against
Sub-Sublandlord by reason of any such claim, Sub-Subtenant, upon notice from
Sub-Sublandlord, agrees to resist or defend such action or proceeding and to
employ counsel therefor reasonably satisfactory to Sub-Sublandlord; it being
understood that counsel for Sub-Subtenant's insurance company shall be deemed to
be satisfactory to Sub-Sublandlord.  Sub-Subtenant shall pay to
Sub-Sublandlord on demand all sums which may be owing to Sub-Sublandlord by
reason of the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    provisions
of this Article 7.  Sub-Sublandlord's obligations under this Article 7
shall survive the termination of this Sub-Sublease.

    


    8.           RELEASES.  Sub-Subtenant
hereby releases the Overlandlord or anyone claiming through or under the
Overlandlord by way of subrogation or otherwise and Sub-Sublandlord under this
Sub-Sublease to the extent that Sub-Sublandlord, as tenant, released the
Overlandlord, as landlord, and/or the Overlandlord was relieved of liability or
responsibility pursuant to the provisions of the Original Sublease, and
Sub-Subtenant will cause its insurance carriers to include any clauses or
endorsements in favor of the Overlandlord and Sub-Sublandlord which
Sub-Sublandlord is required to provide pursuant to the provisions of the
Original Sublease.  Sub-Sublandlord and Sub-Subtenant shall each
secure an appropriate clause in, or endorsement upon, each insurance policy
obtained by such party in connection herewith, pursuant to which the respective
insurance companies waive subrogation against the other.

    


    9.           RENT.  (a)  Sub-Subtenant
shall pay to Sub-Sublandlord base rent (the “Base Rent”) hereunder at the annual
rate of Three Hundred Forty Nine Thousand Seven Hundred Forty and 00/100
($349,740.00) Dollars for the period commencing on the date which is two (2)
months from the Commencement Date (the “Rent Commencement Date”), but in no
event shall the Rent Commencement Date occur prior to February 1, 2009, and
ending on the Expiration Date.  Base Rent shall be payable in equal
monthly installments in advance on the first day of each month, without notice
or demand therefor.  Upon Sub-Subtenant’s execution hereof, it shall
pay the first (1st) full
installment of Base Rent due under this Sub-Sublease in the amount of Twenty
Nine Thousand One Hundred Forty-Five and 00/100 ($29,145.00), which shall be
credited toward the first (1st)
installment of Base Rent due upon the Rent Commencement Date, and if the Base
Rent for such month is apportioned in accordance with the following sentence,
the remainder of such prepaid rent shall be applied to the Base Rent due the
following month.  If the Commencement Date is not the first day of a
month, Base Rent for the period commencing on the Rent Commencement Date and
ending on the last day of the month in which the Rent Commencement Date occurs
and shall be apportioned on the basis of the number of days in said month and
shall be paid on the Rent Commencement Date.  Base Rent and all other
amounts payable by Sub-Subtenant to Sub-Sublandlord under the provisions of this
Sub-Sublease (herein called the “Additional Charges”) shall be paid promptly
when due, without notice on demand therefor, and without deduction, abatement,
counterclaim or set off of any amount or for any reason whatsoever, except as
otherwise set forth herein.

    


     (b)                      Base
Rent and Additional Charges shall be paid to Sub-Sublandlord in lawful money of
the United States by check drawn on a bank which is a member of the New York
Clearing House Association or a successor thereto, to Sub-Sublandlord at 11726
San Vincente Boulevard, Suite 650, Los Angeles, California 90049, or to such
other person and/or at such other address as Sub-Sublandlord may from time to
time designate by notice to Sub-Subtenant.  No payment by
Sub-Subtenant or receipt by Sub-Sublandlord of any lesser amount than the amount
stipulated to be paid hereunder shall be deemed other than on account of the
earliest stipulated Base Rent or Additional Charges; nor shall any endorsement
or statement on any check or letter be deemed an accord and satisfaction, and
Sub-Sublandlord may accept and deposit any check or payment without prejudice to
Sub-Sublandlord's right to recover the balance due or to pursue any other remedy
available to Sub-Sublandlord.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


           
10.           LATE
CHARGES.  If payment of any Base Rent or Additional Charges
shall not have been paid within ten (10) days after the date on which such
amount was due and payable hereunder, such unpaid sums shall bear interest from
the date due until paid in an amount equal to the lesser of (i) two (2) percent
per annum above the prime rate of interest announced from time to time by
Citibank, N.A. and (ii) the maximum applicable legal rate of interest, if any,
and such sums shall be added to the sum due and shall be deemed Additional
Charges hereunder.  If Sub-Subtenant shall issue a check to
Sub-Sublandlord which is returned unpaid for any reason, Sub-Subtenant shall pay
to Sub-Sublandlord an additional charge of $250.00 for Sub-Sublandlord's
expenses in connection therewith.  Nothing in this Section contained
and no acceptance of late charges by Sub-Sublandlord shall be deemed to extend
or change the time for payment of Base Rent or Additional Charges.

    
 

    11.           ADDITIONAL
CHARGES. (a) Except as may be herein provided to the contrary, all
defined terms used in this Article shall have the meanings attributed to such
terms in the Lease or the Original Sublease, as the case may
be.  Commencing on July 1, 2009, Sub-Subtenant shall pay to
Sub-Sublandlord, as Additional Charges, Tenant’s Tax Payment and commencing on
January 1, 2010, Sub-Subtenant shall pay to Sub-Sublandlord, as Additional
Charges, Tenant’s Operating Payment (as such terms are defined in Articles 39
and 40 of the Lease, respectively) in respect of the Subleased Premises, provided, however, for purposes
of this Sub-Sublease, the Base Tax Year for Tenant’s Tax Payment shall be the
2008/2009 fiscal year and the Base Year for Tenant’s Operating Payment shall be
the 2009 calendar year.

    


    (b)           Sub-Sublandlord
shall provide Sub-Subtenant with copies of all relevant statements with respect
to any item of Additional Charges (or additional rent) payable by
Sub-Sublandlord pursuant to any provision of the Original Sublease or the Lease,
as the case may be, together with a statement or statements, with appropriate
computations, of such amounts, if any, which Sub-Subtenant is thereafter
required to pay hereunder.  If any increase in Additional Charges is
payable hereunder, Sub-Subtenant shall pay to Sub-Sublandlord such increase in
Additional Charges within thirty (30) days after receipt of the aforesaid
statement from Sub-Sublandlord related thereto.

    


    (c)           Sub-Subtenant
shall pay Sub-Sublandlord upon demand any reasonable actual out-of-pocket
charge, cost or expense incurred by Sub-Sublandlord as a result of
Sub-Subtenant's acts or requests in or in respect of the Subleased Premises
including, without limitation, costs imposed upon Sub-Sublandlord by the
Overlandlord or the Prime Landlord (which for these purposes shall be deemed to
be reasonable) by virtue of Sub-Subtenant's request for special or after hours
cleaning, heating, ventilating, air conditioning, elevator and other similar
overtime or extra charges for services requested by Sub-Subtenant or incurred in
respect of the Subleased Premises.

    


    (d)           Sub-Subtenant's
obligations to pay any additional rent and/or any Additional Charges hereunder
shall survive the expiration or sooner termination of this Sub-Sublease and,
except as may be herein provided, all sums payable by Sub-Subtenant to
Sub-Sublandlord pursuant to this Sub-Sublease as Additional Charges shall be
collectible by Sub-Sublandlord in the same manner as Base Rent.

    


    12.           PRORATED
RENT. In the event this Sublease commences or ends on some date other
than the first or last day of a calendar month, all rent for that month shall be
prorated on the basis of a thirty (30) day month to reflect the actual number of
days during such month.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    13.           USE.  Sub-Subtenant
shall use and occupy the Subleased Premises for general, executive and
administrative office purposes and for uses ancillary thereto
only.  Sub-Subtenant shall comply with all Federal, state and local
laws, rules, statutes and regulations applicable to Sub-Subtenant’s conduct of
its business and its use and occupancy of the Subleased
Premises.  Sub-Subtenant shall neither use nor permit the use of the
Subleased Premises in any manner that will or could violate any applicable
Federal, state and local laws, rules, statutes, and regulations or the
provisions of the Lease.  Sub-Subtenant shall have the right, in
common with others, to reasonable use of the common areas of the
Building.

    


    15.           ELECTRICITY.  Pursuant
to Section 44 of the Lease and Section 5.02 of the Original Sublease,
Sub-Subtenant shall pay to Sub-Sublandlord as Additional Charges within fifteen
(15) days after Sub-Subtenant’s receipt of Sub-Sublandlord’s statement therefor,
all charges for electricity consumed in the Subleased Premises for the period
from the Commencement Date through the Expiration Date.

    


    16.           CONDITION
OF SUBLEASED PREMISES.  Sub-Sublandlord has not made any
representations or promises with respect to the Subleased Premises or any matter
or thing affecting or related thereto except as expressly set forth in this
Sub-Sublease.  Sub-Subtenant acknowledges that it has fully inspected
the Subleased Premises, is subleasing the Subleased Premises substantially "as
is" on the date hereof and vacant (broom clean and free of Sub-Sublandlord’s
property and equipment (subject to Section 36 hereof) and rubbish), and
Sub-Sublandlord is not required to perform any work or expend any monies in
connection with this Sub-Sublease except as set forth herein, and acknowledges
that the taking of possession of the Subleased Premises by Sub-Subtenant shall
be conclusive evidence that the Subleased Premises were in good and satisfactory
condition at the time such possession was so taken.  All
understandings and agreements heretofore made between the parties hereto are
merged in this Sub-Sublease, which alone fully and completely expresses the
agreement between Sub-Sublandlord and Sub-Subtenant and any executory agreement
hereafter made shall be ineffective to change, modify, discharge or affect an
abandonment of it in whole or in part, unless such executory agreement is in
writing and signed by the party against whom enforcement of the change,
modification, discharge or abandonment is sought.  In making and
executing this Sub-Sublease, Sub-Subtenant has relied solely on such
investigations, examinations and inspections as Sub-Subtenant has chosen to make
or has made.  Sub-Subtenant acknowledges that Sub-Sublandlord has
afforded Sub-Subtenant the opportunity for full and complete investigations,
examinations, and inspections of the Subleased Premises.

    


    17.           CONSENTS
AND APPROVALS.  In any instance when Sub-Sublandlord's consent
or approval is required under this Sub-Sublease, Sub-Sublandlord's refusal to
consent to or approve any matter or thing shall be deemed reasonable if, inter alia, such consent or
approval has not been obtained from the Overlandlord or the Prime Landlord, as
the case may be.  Sub-Sublandlord shall have no obligation to take any
action to compel the Overlandlord or the Prime Landlord to consent to any matter
or thing under the Original Sublease or the Lease, or as to this
Sub-Sublease.  In the event that Sub-Subtenant shall seek the approval
by or consent of Sub-Sublandlord and Sub-Sublandlord shall fail or refuse to
give such consent or approval, Sub-Subtenant shall not be entitled to any
damages for any withholding or delay of such approval or consent by
Sub-Sublandlord, it being intended that Sub-Subtenant's sole remedy shall be an
action for injunction or specific performance and that said remedy of an action
for injunction or specific performance shall be available only in those cases
where Sub-Sublandlord shall have expressly agreed in this Sub-Sublease (or
provisions


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    of the
Original Sublease or the Lease incorporated herein) not to unreasonably withhold
or delay its consent.

    


    18.           NOTICES.  All
notices, consents, approvals, demands and requests which are required or desired
to be given by either party to the other hereunder shall be in writing and shall
be sent by (i) United States certified mail and deposited in a United States
post office, return receipt requested and postage prepaid and reputable
overnight delivery service, (ii) by hand delivery with receipt obtained or (iii)
reputable overnight delivery service providing receipt.  Notices,
consents, approvals, demands and requests which are served upon Sub-Sublandlord
or Sub-Subtenant shall be deemed to have been given or served (x) on the third
(3rd)
calendar day following the date after the depositing thereof into the exclusive
custody of the United States Postal Service, (y) on the date hand delivered or
(z) on the first business day following the sending thereof by reputable
overnight delivery service.  All notices, consents, approvals, demands
and requests given to Sub-Subtenant shall be addressed to Sub-Subtenant at the
Subleased Premises, with a copy of all material and default notices sent
simultaneously to Thomas Bogal, 200 East 94th Street
#2514, New York, New York 10128.  All notices, consents, approvals,
demands and requests given to Sub-Sublandlord shall be in duplicate, and until
such time as Sub-Sublandlord shall designate otherwise, one such duplicate shall
be addressed to Sub-Sublandlord at the address set forth on the first page of
this Sub-Sublease, and a further copy shall be addressed to Zukerman Gore &
Brandeis, LLP, 875 Third Avenue, New York, New York 10022, Attention: Jeffrey D.
Zukerman, Esq.  The parties may from time to time change the names
and/or addresses to which notices, consents, approvals, demands and requests
shall be addressed and sent as aforesaid, by designating such other names and/or
addresses in a notice given in accordance with the provisions of this
Article.

    


    19.           TERMINATION
OF THE LEASE.  If for any reason
the term of the Lease or the Original Sublease shall terminate prior to the
expiration date of this Sub-Sublease, this Sub-Sublease shall thereupon be
terminated and Sub-Sublandlord shall not be liable to Sub-Subtenant by reason
thereof unless both (a) Sub-Subtenant shall not then be in default hereunder
beyond applicable notice and grace periods and (b) said termination shall have
been effected because of the breach or default of Sub-Sublandlord under the
Lease or the Original Sublease.  In the event that this Sub-Sublease
is terminated and both (a) and (b) above shall have occurred, Sub-Sublandlord
shall indemnify, defend and hold Sub-Subtenant harmless from and against any and
all losses, costs, damages, expenses and liabilities, including, without
limitation, reasonable attorneys’ fees, court costs and disbursements, which
Sub-Subtenant may incur or pay by reason thereof.

    


    20.           ASSIGNMENT
AND SUBLETTING.  (a) Sub-Subtenant
shall not assign, encumber or in any way transfer this Sub-Sublease, nor further
sublet all or any part of the Subleased Premises, whether voluntarily,
voluntarily or by operation of law, nor permit the use or occupancy of all or
part of the Subleased Premises by anyone other than the Subtenant (collectively,
“Transfer”), without Sub-Sublandlord’s consent (not to be unreasonably withheld,
delayed or conditioned).  Subject to Prime Landlord and Overlandlord’s
consent, Sub-Subtenant shall have the right to permit up to twenty percent (20%)
of the rentable area of the Subleased Premises to be occupied, or used for desk
space, mailing privileges, or otherwise by any person or entity which has a
business relationship with Subtenant.

    


    (b)           If
Sub-Subtenant shall sublease the Subleased Premises or assign this Sub-Sublease
to anyone for rents, additional charges related to the value of the
Sub-Sublease, or other consideration which for any period shall exceed the Rent
payable under this Sub-Sublease for the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    same
period, Sub-Subtenant shall pay to Sub-Sublandlord, as Additional Charges
hereunder, fifty percent (50%) of any such rents and additional charges (net of
any expenses of Sub-Subtenant reasonably related to making the Subleased
Premises available for the sublessee or the assignee such as brokerage fees,
reasonable attorneys’ fees, work improvements, and improvement allowances) which
is in excess of the Rent accruing during the Sub-Sublease term (the “Transfer
Premium”), recognizing that any sums payable by Sub-Subtenant to
Sub-Sublandlord, Overlandlord or Prime Landlord shall also be subtracted from
the Transfer Premium.  The sums payable under this Section 20 shall be
paid to Sub-Sublandlord as Additional Charges as and when payable by the
subtenant or assignee to Sub-Subtenant. It is expressly recognized and agreed
that the terms and provisions of this Section 20 shall not be applicable in
connection with a Permitted Transfer (defined below) or to a sale of stock
described in the last sentence of Section 20 below.

    


    (c)           So
long as Sub-Subtenant is not entering into the Permitted Transfer for the
purpose of avoiding or otherwise circumventing the remaining terms of this
Section, Sub-Subtenant may (i) license or otherwise permit any affiliate or
subsidiary of Sub-Subtenant to occupy a portion of the Subleased Premises; and
(ii) assign its entire interest under this Sub-Sublease or sublease all or a
portion of the Subleased Premises, without the consent of Sub-Sublandlord, to
(A) an affiliate, subsidiary, or parent of Sub-Subtenant, or a corporation,
partnership or other legal entity controlled by Sub-Subtenant (collectively, an
“Affiliated Party”) or (B) a successor to Sub-Subtenant by asset acquisition,
capital stock purchase, merger, consolidation or reorganization, provided that
all of the following conditions are satisfied: (1) Sub-Subtenant is not in
default under this Sub-Sublease beyond the expiration of any applicable cure
period; (2) Sub-Subtenant shall give Sub-Sublandlord written notice at least ten
(10) days prior to the effective date of the proposed commencement of the
assignment (except in any instance where such prior notice would violate
applicable laws, particularly those promulgated by the Securities Exchange
Commission, in which case notice shall be given as soon after such notice is
permissible); (3) with respect to a Permitted Transfer to an Affiliated Party,
Sub-Subtenant continues to have a net worth which is at least greater than
Sub-Subtenant’s net worth as of the day of this Sub-Sublease or Sub-Subtenant’s
net worth as of the day prior to the Permitted Transfer; and (4) with respect to
a purchase, merger, consolidation or reorganization or any Permitted Transfer
which results in Sub-Subtenant ceasing to exist as a separate legal entity, (a)
Sub-Subtenant’s successor shall own all or substantially all of the assets of
Sub-Subtenant and (b) Sub-Subtenant’s successor shall have a net worth which is
at least equal to the greater of Sub-Subtenant’s net worth as of the day of this
Sub-Sublease or Sub-Subtenant’s net worth as of the day prior to the proposed
purchase, merger, consolidation or reorganization (each such transfer described
in subsections (i) and (ii), a “Permitted  Transfer”). Any required
notice by Sub-Subtenant to Sub-Sublandlord shall include information and
documentation showing that each of the above conditions has been satisfied. If
requested by Sub-Sublandlord, Sub-Subtenant’s successor shall sign a
commercially reasonable form of assumption agreement, which assumption agreement
shall not obligate such successor to assume any additional obligations as the
Sub-Subtenant beyond those provided in this Sub-Sublease. As used herein, (A)
“parent” shall mean a company which owns a majority of Sub-Subtenant’s voting
equity; (B) “subsidiary” shall mean an entity wholly owned by Sub-Subtenant or
at least thirty-three percent (33%) of whose voting equity is owned by
Sub-Subtenant; and (C) “affiliate” shall mean an entity controlled by,
controlling or under common control with
Sub-Subtenant.  Notwithstanding anything in this Sub-Sublease to the
contrary, Sub-Subtenant shall be permitted to sell stock in connection with
private placement offerings or on a recognized security exchange (i.e., NYSE,
AMEX or NASDAQ) without the consent of Sub-Sublandlord.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           Notwithstanding
anything contained in this Section 20 to the contrary, Hexagon Securities, LLC
and Link Global Solutions (“Permitted Users”), both affiliates of Sub-Subtenant,
shall be permitted to occupy and use the Subleased Premises with Sub-Subtenant,
without the prior written consent of Sub-Sublandlord and without being subject
to subsection (c) above, provided (i) each Permitted User shall use the
Subleased Premises in conformity with all applicable provisions of this
Sub-Sublease, and (ii) Sub-Subtenant shall be liable for the acts of each
Permitted User in the Subleased Premises.

    


    21.           INSURANCE.  Sub-Subtenant
shall maintain throughout the term of this Sub-Sublease such insurance as is
required pursuant to, and otherwise in accordance with, Section 8.02 of the
Original Sublease (incorporating Article 61 of the Lease) in respect of the
Subleased Premises.  Sub-Sublandlord shall be named as an additional
insured on all policies required to be carried by Sub-Subtenant under this
Section.  Sub-Subtenant shall deliver to Sub-Sublandlord, the
Overlandlord and the Prime Landlord copies of fully paid-for certificates prior
to the Commencement Date.  Sub-Subtenant shall procure and pay for
renewals of such insurance from time to time before the expiration thereof, and
Sub-Subtenant shall deliver to Sub-Sublandlord, the Overlandlord and the Prime
Landlord copies of such renewal certificates at least fourteen (14) days before
the expiration of any existing policy.  All such policies shall be
written on an occurrence basis, be issued by companies licensed to do business
in the State of New York, and shall have a rating no less than that required by
Article 61 of the Lease, and all such policies shall contain a provision whereby
the same cannot be canceled or modified unless Sub-Sublandlord, the Overlandlord
and the Prime Landlord are given at least thirty (30) days' prior written notice
of such cancellation or modification.

    


    22.           SECURITY
DEPOSIT.  (a) Sub-Subtenant shall deposit with Sub-Sublandlord
upon its execution hereof the sum of One Hundred Seventy Four Thousand Eight
Hundred Seventy and 00/100 ($174,870.00) Dollars as security (the "Security
Deposit") for the performance by Sub-Subtenant of all of the terms, covenants
and conditions of this Sub-Sublease on Sub-Subtenant's part to be
performed.  Sub-Sublandlord shall have the right following
Sub-Subtenant's default beyond applicable notice and grace periods, without
additional notice to Sub-Subtenant, and regardless of the exercise of any other
remedy Sub-Sublandlord may have by reason of a default beyond applicable notice
and grace periods, to apply that part of said Security Deposit to cure any
default beyond applicable notice and grace periods of Sub-Subtenant, and, if
Sub-Sublandlord does so, Sub-Subtenant shall, within five (5) days of demand
therefor, deposit with Sub-Sublandlord the amount so applied so that
Sub-Sublandlord shall have the full amount of the security at all times during
the term of this Sub-Sublease.  If Sub-Subtenant shall fail to make
such deposit, Sub-Sublandlord shall have the same remedies for such failure as
Sub-Sublandlord has for a default in the payment of Base Rent.  In the
event of an assignment or transfer of the leasehold estate and this
Sub-Sublease, Sub-Sublandlord shall transfer the Security Deposit to the
assignee, and in such event, (a) Sub-Sublandlord shall thereupon be
automatically released by Sub-Subtenant from all liability for the return of
such Security Deposit, and (b) Sub-Subtenant shall look solely to the assignee
for the return of said Security Deposit, and the foregoing provisions of this
sentence shall apply to every transfer made of the Security Deposit to a new
assignee of Sub-Sublandlord's interest in the Original Sublease.  If
Sub-Subtenant shall not be in material or monetary default of the terms,
covenants and/or conditions of this Sub-Sublease beyond applicable notice and
grace periods, the Security Deposit shall be returned to Sub-Subtenant with
interest accrued thereon within thirty (30) days after the date fixed as the end
of this Sub-Sublease and after delivery of the Subleased Premises to
Sub-Sublandlord in the manner and condition required by this Sub-Sublease and
the Lease.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (b)           Sub-Subtenant
shall provide Sub-Sublandlord with the Security Deposit in the form of an
unconditional irrevocable letter of credit (the “Letter of Credit”) governed by
the Uniform Customs and Practices for Documentary Credits (1993 revisions),
International Chamber of Commerce Publication No. 500, as revised from time to
time, provided that the Letter of Credit shall be commercially reasonably
satisfactory in form and content to Sub-Sublandlord, in its reasonable
discretion, and shall be issued in favor of Sub-Sublandlord as beneficiary, by
such lending institution as is reasonably satisfactory to Sub-Sublandlord and
qualified to transact banking business in New York and with an office in New
York City, at which drafts drawn on the Letter of Credit may be
presented.  In the event that Sub-Subtenant elects to post the Letter
of Credit, the Letter of Credit shall either (i) expire on the date which is
sixty (60) days after the expiration of the Lease (the “LC Date”), (ii) be
automatically self renewing until the LC Date, or (iii) if the Letter of Credit
expires prior to the LC Date and is not self renewing, provide the
Sub-Sublandlord with a forty-five (45) day period to draw on the Letter of
Credit following notice to Sub-Sublandlord that the Letter of Credit will not be
renewed.  Sub-Sublandlord shall be permitted to draw upon the Letter
of Credit (as provided in subparagraph (a) above), in whole or in part, all upon
presentation of Sub-Sublandlord’s sight draft accompanied only by the Letter of
Credit and Sub-Sublandlord’s signed statement that Sub-Sublandlord is entitled
to draw on the Letter of Credit pursuant to this
Sub-Sublease.  Sub-Subtenant shall be solely responsible for payment
of any and all costs and expenses associated with the obtaining and maintaining
of Letter of Credit.  The Letter of Credit shall not be assigned or
encumbered by Sub-Subtenant and any attempted assignment or encumbrance by
Sub-Subtenant shall be void.

    


    (c)           Notwithstanding
anything contained herein to the contrary, provided that (a) Sub-Subtenant shall
not have been in (x) monetary default under this Sub-Sublease at any time beyond
the expiration of any applicable notice or cure period more than two (2) times
or (b) material non-monetary default under this Sub-Sublease at any time beyond
the expiration of any applicable notice or cure period more than two (2) times,
(b) Sub-Subtenant is not then in monetary or material non-monetary default under
this Sub-Sublease, then the amount of the required Security Deposit hereunder
shall be reduced to (i) $145,725.00 on the first (1st)
anniversary of the Rent Commencement Date and (ii) $116,580.00 on the second
(2nd)
anniversary of the Rent Commencement Date, it being agreed that if Sub-Subtenant
shall breach the terms of clause (a) above between the first (1st) and
second (2nd)
anniversaries of the Rent Commencement Date,  the amount of the
required Security Deposit hereunder shall remain at $145,725.00 for the
remainder of the term of this Sub-Sublease.  Sub-Sublandlord shall
cooperate with Sub-Subtenant to arrange for such reduction in the amount of the
Letter of Credit then held by Sub-Sublandlord, including, without limitation,
promptly executing and delivering any required documents in connection with the
foregoing that may be reasonably requested by the issuing bank.  Upon
Sub-Sublandlord’s receipt of a replacement Letter of Credit which is in
compliance with the terms of this Article 22, Sub-Sublandlord shall promptly
return the original Letter of Credit to Sub-Subtenant.

    


    23.           ESTOPPEL
CERTIFICATES.  Sub-Subtenant shall, within ten (10) days after
each and every request by Sub-Sublandlord, execute, acknowledge and deliver to
Sub-Sublandlord a statement in writing (a) certifying that this Sub-Sublease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified, and stating the
modifications), (b) specifying the dates to which the Base Rent and Additional
Charges have been paid, (c) stating whether or not, to the best knowledge of
Sub-Subtenant, Sub-Sublandlord is in default in performance or observance of its
obligations under this Sub-Sublease, and, if so,


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    specifying
each such default, (d) stating whether or not, to the best knowledge of
Sub-Subtenant, any event has occurred which with the giving of notice or passage
of time, or both, would constitute a default by Sub-Sublandlord under this
Sub-Sublease, and, if so, specifying each such event, and (e) stating whether
Sub-Subtenant has exercised any option(s) to extend the term of this
Sub-Sublease, and, if so, specifying each such extension.  Any such
statement delivered pursuant to this Section may be relied upon by any
prospective assignee or transferee of the leasehold estate under the Original
Sublease.  Within thirty (30) days of Sub-Subtenant’s request therefor
in connection with a sale of Sub-Subtenant’s business or a public offering or
other material financing, Sub-Sublandlord, no more than once per annum, will
confirm the rental payments being made hereunder and whether Sub-Subtenant is in
default in the payment thereof and, to its knowledge, any other material
obligation hereunder.

    


    24.           ALTERATIONS.  Sub-Subtenant
shall not make or cause, suffer or permit the making of any alteration,
addition, change, replacement, installation or addition in or to the Subleased
Premises (“Alterations”) without (a) obtaining the prior written consent of
Sub-Sublandlord, the Overlandlord and the Prime Landlord in each instance,
provided that Sub-Sublandlord will consent thereto upon the Overlandlord’s and
the Prime Landlord’s consent, (b) complying with each condition imposed by
Sub-Sublandlord, the Overlandlord and/or the Prime Landlord under each of the
Original Sublease or the Lease in connection therewith including, without
limitations, the provisions of the Original Sublease with respect
thereto.  If Sub-Subtenant shall make any Alterations in the Subleased
Premises in accordance with this Sub-Sublease, the Original Sublease and the
Lease, Sub-Subtenant shall, prior to the Expiration Date, at its expense,
restore the Subleased Premises to the condition existing prior to the
Commencement Date and repair any damage to the Subleased Premises due to such
restoration as required by the Lease.  Notwithstanding the foregoing,
in accordance with Section 50 of the Lease, the consent of Prime Landlord,
Overlandlord and Sub-Sublandlord  shall not be required for minor
decorative changes to the Subleased Premises, such as painting and installation
of cabinets and shelves.

    


    25.           RIGHT TO
CURE DEFAULTS.  If Sub-Subtenant shall at any time fail to make
any payment or perform any other obligation of Sub-Subtenant hereunder then
Sub-Sublandlord shall have the right, but not the obligation, after the lesser
of ten (10) days' notice to Sub-Subtenant or the time within which the
Overlandlord under the Original Sublease may act on Sub-Sublandlord's behalf
under the Original Sublease, or without notice to Sub-Subtenant in the case of
any emergency, and without waiving or releasing Sub-Subtenant from any
obligations of Sub-Subtenant hereunder, to make such payment or perform such
other obligation of Sub-Subtenant in such manner and to such extent as
Sub-Sublandlord shall deem necessary, and in exercising any such right, to pay
any incidental costs and expenses, employ attorneys, and incur and pay
reasonable attorneys' fees.  Sub-Subtenant shall pay to
Sub-Sublandlord upon demand all sums so paid by Sub-Sublandlord and all
incidental costs and expenses of Sub-Sublandlord in connection therewith,
together with interest thereon at the rate of one and one-half (1/2%) percent
per calendar month or any part thereof or the then maximum lawful interest rate,
whichever shall be less, from the date of the making of such
expenditures.

    


    26.           BROKERAGE.  Sub-Subtenant
and Sub-Sublandlord each represent and warrant to the other that no broker or
other person had any part, or was instrumental in any way, in bringing about
this Sub-Sublease, other than CB Richard Ellis and GVA Williams (collectively,
the “Brokers”).  Sub-Subtenant and Sub-Sublandlord each agree to
indemnify, defend and hold harmless, the other from and against any claims made
by any broker or other person (other than the Brokers)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    alleging that such broker, or
person who dealt with such party for a brokerage commission, finder's fee or
similar compensation, by reason of or in connection with this Sub-Sublease, and
any loss, liability, damage, cost and expense (including, without limitation,
reasonable attorneys’ fees) in connection with such
claims.  Sub-Sublandlord shall pay any brokerage commissions due to
the Brokers in accordance with a separate agreement with the
Brokers.  This Article 24 shall survive the termination of this
Sub-Sublease.


    27.           END OF
SUB-SUBLEASE TERM; WAIVER.  If Sub-Subtenant holds over after
the end of the term without the written consent of Sub-Sublandlord and Landlord,
then Sub-Subtenant shall be deemed to be a Sub-Subtenant at will and shall be
liable to Sub-Sublandlord for (i) all losses and damages which Sub-Sublandlord
may incur or sustain by reason thereof (which may include, without limitation,
rent, additional rent and penalties attributable to the entire premises leased
to Sub-Sublandlord under the Original Sublease), including, without limitation,
reasonable attorneys' fees, court costs and disbursements and Sub-Subtenant
shall indemnify Sub-Sublandlord against all claims made by any party against
Sub-Sublandlord arising out of or resulting from Sub-Subtenant's failure to
timely surrender and vacate the Subleased Premises, including, without
limitation, consequential damages and (ii) per diem use and occupancy in respect
of the Subleased Premises equal to two (2) times the Base Rent and Additional
Charges payable hereunder for the last year of the term of this Sub-Sublease
pro-rated per diem (which amount the parties agree is the minimum to which
Sub-Sublandlord would be entitled and is presently contemplated by them as being
fair and reasonable under the circumstances and not as a penalty).  In
no event shall any provision hereof be construed as permitting Sub-Subtenant to
hold over in possession of the Subleased Premises (or any portion thereof) after
the expiration or termination of the term hereof, and no acceptance by
Sub-Sublandlord of payments from Sub-Subtenant after the expiration or
termination of the term hereof shall be deemed other than on account of the
amount to be paid by Sub-Subtenant in accordance with the provisions of this
Article.  The provisions of this Article 25 shall survive the
expiration or earlier termination of this Sub-Sublease.

    


    28.           WAIVER OF
JURY TRIAL AND RIGHT TO COUNTERCLAIM.  Each party hereby waives
all right to trial by jury in any summary proceeding or other action, proceeding
or counterclaim arising out of or in any way connected with this Sub-Sublease,
the relationship of Sub-Sublandlord and Sub-Subtenant, the Subleased Premises
and the use and occupancy thereof, and any claim of injury or
damages.  Sub-Subtenant and Sub-Sublandlord also hereby waive all
right to assert or interpose a counterclaim in any summary proceeding or other
action or proceeding to recover or obtain possession of the Subleased
Premises.

    


    29.           COMPLETE
AGREEMENT.  There are no representations, agreements,
arrangements or understandings, oral or written, between the parties relating to
the /subject matter of this Sub-Sublease which are not fully expressed in this
Sub-Sublease.  This Sub-Sublease cannot be changed or terminated
orally or in any manner other than by a written agreement executed by both
parties hereto.

    


    30.           SUCCESSORS
AND ASSIGNS.  The provisions of this Sub-Sublease, except as
herein otherwise specifically provided, shall extend to, bind and inure to the
benefit of the parties hereto and their respective personal representatives,
heirs, successors and permitted assigns.

    


    31.           INTERPRETATION.  Notwithstanding
the place of execution or performance, this Sub-Sublease shall be governed by
and construed in accordance with the laws of the State of New


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    York.  If
any provision of this Sub-Sublease or application thereof to any person or
circumstance shall, for any reason and to any extent, be invalid or
unenforceable, the remainder of this Sub-Sublease and the application of that
provision to other persons or circumstances shall not be affected but rather
shall be enforced to the extent permitted by law.  The table of
contents, captions, headings and titles, if any, in this Sub-Sublease are solely
for convenience of reference and shall not affect its
interpretation.  This Sub-Sublease shall be construed without regard
to any presumption or other rule requiring construction against the party
causing this Sub-Sublease to be drafted.  If any words or phrases in
this Sub-Sublease shall have been stricken out or otherwise eliminated, whether
or not any other words or phrases have been added, this Sub-Sublease shall be
construed as if the words or phrases so stricken out or otherwise eliminated
were never included in this Sub-Sublease and no implication or inference shall
be drawn from the fact that said words or phrases were so stricken out or
otherwise eliminated.  Each covenant, agreement, obligation or other
provision of this Sub-Sublease shall be deemed and construed as a separate and
independent covenant of the party bound by, undertaking or making same, not
dependent on any other provision of this Sub-Sublease unless otherwise expressly
provided.  All terms and words used in this Sub-Sublease, regardless
of the number or gender in which they are used, shall be deemed to include any
other number and any other gender as the context may require.  The
word "person" as used in this Sub-Sublease shall mean a natural person or
persons, a partnership, a corporation or any other form of business or legal
association or entity.

    


    32.           CONSENT
OF LANDLORD UNDER THE ORIGINAL SUBLEASE AND THE LEASE.  This
Sub-Sublease shall have no effect until the Overlandlord and the Prime Landlord
and, if necessary, any mortgagee and/or ground lessor of the Building shall have
each given its written consent hereto in a form reasonably acceptable to
Sub-Subtenant (collectively, the “Consents”) in accordance with the terms of the
Original Sublease and the Lease.  Sub-Subtenant shall execute and
deliver any documents and information required by the Prime Landlord in
connection with its granting its consent to this Sub-Sublease.  If the
Consents to this Sub-Sublease are not obtained for any reason whatsoever by 5:00
p.m. New York time within thirty (30) days from the date hereof (the “Consent
Date”) either party may give the other party hereto five (5) business days
written notice that this Sub-Sublease shall be deemed null and void and of no
effect; provided, however, that in the
event that the Consents are obtained prior to the fifth (5th) business day after
such notice is so given, this Sub-Sublease shall not be deemed null and void and
shall remain in full force and effect as though such notice had not been
given.  If this Sub-Sublease is deemed null and void and of no effect,
and if Sub-Subtenant is in possession of all or any portion of the Subleased
Premises, Sub-Subtenant shall immediately quit and surrender to Sub-Sublandlord
the Subleased Premises, shall remove all of its property and repair all damage
caused by such removal and restore the Subleased Premises to the condition in
which they were prior to the installation of the items so removed, at which time
Sub-Sublandlord shall promptly return any deposits or prepaid rent to
Sub-Subtenant.

    


    33.           HAZARDOUS
MATERIALS.  Sub-Subtenant
covenants and agrees that it shall not bring any Hazardous Materials (as
hereinafter defined) into or onto the Subleased Premises.  In the
event that Hazardous Materials are brought onto the Subleased Premises by
Sub-Subtenant or any agent, employee or officer thereof, Sub-Subtenant shall
indemnify, defend and hold Sub-Sublandlord harmless from and against any and all
losses, claims, payments, judgments, liens, assessments, liabilities, costs and
expenses (including, without limitation, penalties, interest, punitive damages,
attorneys' fees, disbursements and court costs) arising out of, as a result of,
or incident to, the presence of any such Hazardous Materials on, under or about
the Subleased Premises or the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    emanation
of any such Hazardous Materials from the Subleased
Premises.  “Hazardous Materials” means any and all hazardous or toxic
substances or wastes (as so categorized by any law); petroleum or crude oil or
any constituent, fraction or product thereof; asbestos; and polychlorinated
biphenyls.

    


    34.           DEFAULT
OF SUB-SUBTENANT.  In the event that
Sub-Subtenant shall default in the performance of any of the terms, covenants
and conditions on its part to be performed under this Sub-Sublease, or in the
event that Sub-Subtenant shall default in the performance of any of the terms,
covenants and conditions on the tenant's part to be performed under the Original
Sublease or the Lease that are incorporated by reference herein and the same are
not cured within the time period for the curing thereof, if any, under this
Sub-Sublease, the Original Sublease or the Lease, as incorporated by reference
herein, then Sub-Sublandlord shall have the same rights and remedies with
respect to such default as are given to the Overlandlord and the Prime Landlord,
as the case may be, with respect to defaults by the tenant under the Original
Sublease or the Lease, all with the same force and effect as though the
provisions of the Original Sublease and the Lease with respect to defaults and
the rights and remedies of the Overlandlord and the Prime Landlord thereunder in
the event thereof were set forth at length herein.  Sub-Sublandlord
agrees promptly to give notice to Sub-Subtenant of any notices of default
relating to the Subleased Premises which may be received by Sub-Sublandlord from
the Overlandlord or the Prime Landlord under the Original Sublease or the Lease,
but failure of Sub-Sublandlord to give such notice to Sub-Subtenant shall not
diminish Sub-Subtenant's obligations hereunder. If Sub-Subtenant shall default
in the performance of any of Sub-Subtenant's obligations under this Sub-Sublease
or under the provisions of the Original Sublease, Sub-Sublandlord, without
thereby waiving such default, may, at Sub-Sublandlord's option, perform the same
for the account and at the expense of Sub-Subtenant.

    


    35.           SUB-SUBLANDLORD’S
CONTRIBUTION; SUB-SUBTENANT’S
WORK.  (a)  Sub-Sublandlord shall reimburse
Sub-Subtenant for Reimbursable Costs (as hereinafter defined) incurred by
Sub-Subtenant in the performance of Sub-Subtenant’s Work (as hereinafter
defined) in an amount (“Sub-Sublandlord’s Contribution”) equal to Twenty Nine
Thousand One Hundred Forty-Five and 00/100 ($29,145.00) Dollars upon
satisfaction of, and subject to, the following terms and
conditions:

    


    
      	
               
      

            	
              (i)

            	
              Sub-Subtenant’s
      Work shall be completed in accordance with (a) the plans and
      specifications approved in advance in writing by Sub-Sublandlord,
      Overlandlord and Prime Landlord, in each case, if such approval is
      required pursuant to Section 34 hereof, and (b) the terms and provisions
      of the Original Sublease and Lease applicable to such Sub-Subtenant’s
      Work;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Sub-Subtenant
      shall have delivered to Sub-Sublandlord an approved requisition certified
      by (a) the contractor having performed such work and requesting payment,
      and (b) if applicable, the Subtenant’s architect on standard AIA
      requisition forms;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Sub-Subtenant
      shall have supplied Sub-Sublandlord with receipted bills or other evidence
      reasonably satisfactory to Sub-Sublandlord establishing (a) the cost of
      Sub-Subtenant’s Work and the Reimbursable Costs; (b) that all sums due and
      owing to contractors, subcontractors and materialmen to date have been
      paid in full; (c) copies of the invoices marked “paid” from the
      contractors, subcontractors and materialmen for the amounts for which
      reimbursement is being requested; (d) a certificate, in form and substance
      reasonably satisfactory to Sub-Sublandlord, made by an authorized officer
      of Sub-Subtenant that, to Sub-Subtenant’s best knowledge, there has not
      been filed with respect to the Building and/or the Subleased Premises, or
      any part of either of the foregoing, or upon Sub-Subtenant’s leasehold
      interest therein any vendor’s, mechanic’s, laborer’s, materialman’s or
      other lien with respect to the Sub-Subtenant’s Work that has not been
      discharged of record; (e) general releases and waivers of lien from all
      consultants, contractors, subcontractors and materialmen involved in the
      performance of Sub-Subtenant’s Work and who shall have performed work
      and/or furnished materials; and (f) if applicable, a certificate from Sub-
      Subtenant’s architect that (1) Sub-Subtenant’s Work was performed in
      compliance with all applicable laws, and (2) that all governmental
      authorities have issued final approvals of the work as built and occupancy
      of the Subleased Premises (including any required amendments to the
      certificate of occupancy);

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              (iv)

            	
              Sub-Subtenant
      is not then in default under the terms of this Sub-Sublease beyond the
      expiration of applicable notice and grace
  periods;

            


    

     

    
      	
               
      

            	
              (v)

            	
              The
      right to receive reimbursement for Reimbursable Costs as provided in this
      Section 35 shall be for the exclusive benefit of Sub-Subtenant, it being
      the express intent of the parties that in no event shall such right be
      conferred upon, or for the benefit of, any third party, including any
      contractor, subcontractor, materialmen, laborer, architect, engineer,
      attorney or any other person, firm or entity;
  and

            


    

     

    
      	
               
      

            	
              (vi)

            	
              Sub-Subtenant
      makes such request for Sub-Sublandlord’s Contribution within one hundred
      eighty (180) days from the Commencement
Date.

            


    

    


    It is
understood by the parties hereto that, as of the date of this Sub-Sublease,
Sub-Subtenant anticipates that Sub-Subtenant’s Work shall consist solely of
decorative changes as described in Section 24 hereof and, in such event,
subsections (i)(a), (ii)(b) and (iii)(f) above shall not be applicable; provided, however, in the event
Sub-Subtenant’s Work shall consist of changes other than decorative changes,
then subsections (i)(a), (ii)(b) and (iii)(f) above shall be
applicable.

    


    (b)           As
used herein, “Sub-Subtenant’s Work” shall mean the work to be performed by
Sub-Subtenant to prepare the Subleased Premises for Sub-Subtenant’s initial
occupancy; and “Reimbursable Costs” shall mean the following types of costs
incurred by Sub-Subtenant to prepare the Subleased Premises for Sub-Subtenant’s
initial occupancy: all hard construction costs, supervision fees and general
contractor fees incurred in the performance of Sub-Subtenant’s Work; provided,
however, Sub-Subtenant may use no more than fifteen percent (15%) of the
Reimbursable Costs for costs that do not constitute hard construction costs
(i.e., “soft” costs), including, without limitation, architect’s and engineer’s
fees, permit fees, expeditor’s fees and designer’s fees, in each case relating
to Sub-Subtenant’s Work.

    


    (c)           In
the event Sub-Sublandlord shall not reimburse Sub-Subtenant for Reimbursable
Costs within thirty (30) days of Sub-Subtenant providing the items specified in
subsection (a)(ii) and (iii) above, Sub-Subtenant shall be permitted to offset
such Reimbursable Costs against the subsequent payment of Base Rent and/or
Additional Charges due hereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    36.           FURNITURE,
FURNISHINGS AND EQUIPMENT.  So long as
Sub-Subtenant is not in default of the terms and conditions of this
Sub-Sublease, during the term of this Sub-Sublease, Sub-Subtenant shall be
permitted to use Sub-Sublandlord’s equipment, furnishings, furniture as set
forth on Exhibit
D attached hereto (the “Furniture, Furnishing and Equipment”), and on the
Expiration Date, such Furniture, Furnishings and Equipment shall become the
property of Sub-Subtenant; provided, however, that
Sub-Subtenant acknowledges and agrees that the Furniture, Furnishings and
Equipment are being delivered to Sub-Subtenant in their “AS IS” “WHERE IS”
condition on the Commencement Date, without representation or warranty as to
fitness, merchantability or use or any other representation of any kind
whatsoever.  Sub-Subtenant shall be responsible for any applicable
transfer taxes imposed by any governmental authority (“Transfer Taxes”) upon the
transfer of the Furniture, Furnishings and Equipment upon the Expiration
Date.  Sub-Subtenant shall indemnify, defend and hold Sub-Sublandlord
harmless from and against any loss, cost or expense incurred as a result of any
damage to the Furniture, Furnishings or Equipment or any repairs required
thereto, or any failure to pay the Transfer Taxes.  Sub-Subtenant
shall be responsible, at its sole cost and expense, for the repairs, maintenance
and replacement, to the extent necessary, of the Furniture, Furnishings and
Equipment during the term of this Sub-Sublease.  This Article 36 shall
survive the termination of this Sub-Sublease.

    


    37.           REPRESENTATIONS
AND COVENANTS.  Sub-Sublandlord
hereby represents to Sub-Subtenant that (i) the Original Sublease and, to
Sub-Sublandlord’s knowledge, the Lease are in full force and effect and
Sub-Sublandlord covenants that it will not amend, cancel or surrender the
Original Sublease nor allow the Lease to be modified during the term of this
Sub-Sublease without advising Sub-Subtenant and receiving Sub-Subtenant’s
consent thereto, which shall not be unreasonably withheld or delayed, provided
any such amendment does not increase Sub-Subtenant’s obligations or diminish
Sub-Subtenant’s services, rights or privileges; provided, however, that any
amendment, cancellation or surrender that does not effect the Subleased Premise
nor adversely effect Sub-Subtenant shall not require the consent of
Sub-Subtenant, (ii) Sub-Sublandlord has received no written notice of default
from the Overlandlord and, to Sub-Sublandlord’s knowledge, there are no defaults
under the Original Lease or the Lease as of the date hereof, which defaults
remain uncured as of the date hereof; (iii) to Sub-Sublandlord’s knowledge,
Sub-Sublandlord is not in default under the Original Sublease; (iv) subject to
the terms of this Sub-Sublease, the original Sublease and the Lease, so long as
Sub-Subtenant is not in default hereunder or in breach hereof , Sub-Subtenant
shall quietly enjoy the Sublease Premises until the Expiration Date, and (v) the
Subleased Premises are in compliance with all material laws that, as of the
Commencement Date, are the obligation of Sub-Sublandlord, as Sub-Subtenant under
the Original Sublease, with which to comply.

    


    38.           SIGNAGE.  Subject to the
provisions of the Original Sublease and the Lease, Sub-Sublandlord shall, upon
Sub-Subtenant’s written request therefor, request that the Overlandlord or the
Prime Landlord, as the case may be, add Sub-Subtenant’s name (and Permitted
Users’ names, if so requested) to the Building lobby directory or as may be
permitted under the Lease.  Sub-Sublandlord shall cooperate with
Sub-Subtenant in transferring the twenty (20) Building directory listings
provided in Section 10.2 of the Original Sublease (pursuant to Section 73 of the
Lease), as well as the right to install Building standard signage in the
elevator lobby of the 25th floor
in the Building; it being understood that Sub-Subtenant shall be responsible for
all costs and expenses charged by Prime Landlord in transferring or charging
such directory listings, and such costs and expenses shall be deemed a
Reimbursable Cost pursuant to Section 35.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF,
Sub-Sublandlord and Sub-Subtenant have hereunto executed this Sub-Sublease as of
the day and year first above written.

    


    SUB-SUBLANDLORD:

    


    CYTRX
ONCOLOGY CORPORATION

    


    


    


    By: /s/ STEVEN A.
KRIEGSMAN

          Name:
Steven A. Kriegsman

          Title:
President and Chief Executive Officer

    


    SUB-SUBTENANT:

    


    RED
PINE ADVISORS LLC

    


    


    


    By: /s/ MITCHELL
KAHN                                                                           

          Name:  Mitchell
Kahn

          Title:  Managing
Principal