**STANDARD
                FORM OF OFFICE LEASE**
              
              **The
                Real Estate Board of New York, Inc.**





***AGREEMENT
      OF LEASE*** ,
      made as
      of May 2, 1997 between BROADWAY AND 41 ST ASSOCIATES LIMITED PARTNERSHIP, having an office at c/o ORIX Real Estate
      Equities, Inc., 780 Third Avenue, 48 th Floor,
      New York, New York 10017, party of the first part (hereinafter referred to
      as
“Landlord” or “Owner”), and JOE BOXER CORPORATION, a California corporation with
      an office at 1265 Folsom Street, San Francisco, California 94103, party of
      the
      second part (hereinafter referred to as “Tenant”).




***WITNESSETH:*** Landlord
      hereby leases to Tenant and Tenant hereby hires from Owner those certain demised
      premises as shown as cross hatched on the plan attached hereto as Exhibit “A”
consisting of the entire fourth (4 th )
      floor
      (the “Premises”) which constitutes approximately 14,359 rentable square feet of
      the building and improvements (collectively, the “Building”) which are located
      on the land (the “Land”) as described on Exhibit “B” attached hereto in the
      Borough of Manhattan, City of New York, for the term as more particularly
      described in Article 38 (or until such term shall sooner cease and expire as
      hereinafter provided) at an annual rental rate as more particularly described
      in
      Article 39 which Tenant agrees to pay in lawful money of the United States
      which
      shall be legal tender in payment of all debts and dues, public and private,
      at
      the time of payment, in equal monthly installments in advance on the first
      day
      of each month during said term, at the office of Landlord or such other place
      as
      Landlord may designate, without any set off or deduction whatsoever, except
      that
      Tenant shall pay the first monthly installment(s) on the execution hereof
      (unless this Lease be a renewal).




The
      parties hereto, for themselves, their heirs, distributees, executors,
      administrators, legal representatives, successors and assigns, hereby covenant
      as follows:




1.  **Rent:** **** Tenant
      shall pay the rent as above and as hereinafter provided.




2.  **Occupancy:** Tenant
      shall use and occupy the Premises for executive and general offices and showroom
      for Tenant’s apparel-related business, and for no other purpose.




3.  **Tenant
      Alteration** :
      All
      fixtures and all paneling, partitions, railings and like installations,
      installed in the premises at any time, either by Tenant or by Owner in Tenant’s
      behalf, shall, upon installation, become the property of Owner and shall remain
      upon and be surrendered with the demised premises unless Owner, by notice to
      Tenant no later than twenty days prior to the date fixed as the termination
      of
      this lease, elects to relinquish Owner’s right thereto and to have them removed
      by Tenant, in which event the same shall be removed from the premises by Tenant
      prior to the expiration of the lease, at Tenant’s expense. Nothing in this
      Article shall be construed to give Owner title to or to prevent Tenant’s removal
      of trade fixtures, moveable office furniture and equipment, but upon removal
      of
      any such from the premises or upon removal of other installa-tions as may be
      required by Owner, Tenant shall immediately and at its expense, repair and
      restore the premises to the condition existing prior to installation and repair
      any damage to the demised premises or the building due to such removal. All
      property permitted or required to be removed, by Tenant at the end of the term
      remaining in the premises after Tenant’s removal shall be deemed abandoned and
      may, at the election of Owner, either be retained as Owner’s property or may be
      removed from the premises by Owner, at Tenant’s expense. *See* §
      61.







4.  **Maintenance
      And Repairs** :
      Tenant
      shall, throughout the term of this lease, take good care of the demised premises
      and the fixtures and appurtenances therein. Tenant shall be responsible for
      all
      damage or injury to the demised premises or any other part of the building
      and
      the systems and equipment thereof, whether requiring structural or nonstructural
      repairs caused by or resulting from carelessness, omission, neglect or improper
      conduct of Tenant, Tenant’s subtenants, agents, employees, invitees or
      licensees, or which arise out of any work, labor, service or equipment done
      for
      or supplied to Tenant or any subtenant or arising out of the installation,
      use
      or operation of the property or equipment of Tenant or any subtenant. Tenant
      shall also repair all damage to the building and the demised premises caused
      by
      the moving of Tenant’s fixtures, furniture and equipment. Tenant shall promptly
      make, at Tenant’s expense, all repairs in and to the demised premises for which
      Tenant is responsible, using only the contractor for the trade or trades in
      question, selected from a list of at least two contractors per trade submitted
      by Owner. Any other repairs in or to the building or the facilities and systems
      thereof for which Tenant is responsible shall be performed by Owner at the
      Tenant’s expense. Owner shall maintain in good working order and repair the
      exterior and the structural portions of the building, including the structural
      portions of its demised premises, and the public portions of the building
      interior and the building plumbing, electrical, heating and ventilating systems
      (to the extent such systems presently exist) serving the demised premises.
      Tenant agrees to give prompt notice of any defective condition in the premises
      for which Owner may be responsible hereunder. There shall be no allowance to
      Te-nant for diminution of rental value and no liability on the part of Owner
      by
      reason of inconvenience, annoyance or injury to business arising from Owner
      or
      others making repairs, alterations, additions or improvements in or to any
      portion of the building or the demised premises or in and to the fixtures,
      appurtenances or equipment thereof. It is specifically agreed that Tenant shall
      not be entitled to any setoff or reduction of rent by reason of any failure
      of
      Owner to comply with the covenants of this or any other article of this Lease.
      Tenant agrees that Tenant’s sole remedy at law in such instance will be by way
      of an action for damages for breach of contract. The provisions of this Article
      4 shall not apply in the case of fire or other casualty which are dealt with
      in
      Article 9 hereof. *See* §
      74(l).




5.  [Intentionally
      Omitted]




6.  **Requirements
      of Law, Fire Insurance, Floor Loads** :
      Prior
      to the commencement of the lease term, if Tenant is then in possession, and
      at
      all times thereafter Tenant, at Tenant’s sole cost and expense, shall promptly
      comply with all present and future laws, orders and regulations of all state,
      federal, municipal and local governments, departments, commissions and boards
      and any direction of any public officer pursuant to law, and all orders, rules
      and regulations of the New York Board of Fire Underwriters, Insurance Services
      Office, or any similar body which shall impose any violation, order or duty
      upon
      Owner or Tenant with respect to the demised premises, whether or not arising
      out
      of Tenant’s use or manner of use thereof, (including Tenant’s permitted use) or,
      with respect to the building if arising out of Tenant’s use or manner of use of
      the premises or the building (including the use permitted under the lease).
      Nothing herein shall require Tenant to make structural repairs or structural
      alterations unless Tenant has, by its manner of use of the demised premises
      or
      method of operation therein, violated any such laws, ordinances, orders, rules,
      regulations or requirements with respect thereto. Tenant may, after securing
      Owner to Owner’s satisfaction against all damages, interest, penalties and
      expenses, including, but not limited to, reasonable attorney’s fees, by cash
      deposit or by surety bond in an amount and in a company satisfactory to Owner,
      contest and appeal any such laws, ordinances, orders, rules, regulations or
      requirements pro-vided same is done with all reasonable promptness and provided
      such ap-peal shall not subject Owner to prosecution for a criminal offense
      or
      con-stitute a default under any lease or mortgage under which Owner may be
      obligated, or cause the demised premises or any part thereof to be con-demned
      or
      vacated. Tenant shall not do or permit any act or thing to be done in or to
      the
      demised premises which is contrary to law, or which will invalidate or be in
      conflict with public liability, fire or other policies of in-surance at any
      time
      carried by or for the benefit of Owner with respect to the demised premises
      or
      the building of which the demised premises form a part, or which shall or might
      subject Owner to any liability or respon-sibility to any person or for property
      damage. Tenant shall not keep anything in the demised premises except as now
      or
      hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire
      Insurance Rating Organization or other authority having jurisdiction, and then
      only in such manner and such quantity so as not to increase the rate for fire
      insurance applicable to the building, nor use the premises in a manner which
      will in-crease the insurance rate for the building or any property located
      therein over that in effect prior to the commencement of Tenant’s occupancy.
      Te-nant shall pay all costs, expenses, fines, penalties, or damages, which
      may
      be imposed upon Owner by reason of Tenant’s failure to comply with the
      provisions of this article and if by reason of such failure the fire insurance
      rate shall, at the beginning of this lease or at any time thereafter, be higher
      than it otherwise would be, then Tenant shall reimburse Owner, as additional
      rent hereunder, for that portion of all fire insurance premiums thereafter
      paid
      by Owner which shall have been charged because of such failure by Tenant. In
      any
      action or proceeding wherein Owner and Tenant are parties, a schedule or
“make-up” of rate for the building or demised premises issued by the New York
      Fire Insurance Exchange, or other body making fire insurance rates applicable
      to
      said premises shall be conclusive evidence of the facts therein stated and
      of
      the several items and charges in the fire insurance rates then applicable to
      said premises. Tenant shall not place a load upon any floor of the demised
      premises exceeding the floor load per square foot area which it was designed
      to
      carry and which is allowed by law. Owner reserves the right to prescribe the
      weight and position of all safes, business machines and mechanical equipment.
      Such installations shall be placed and maintained by Tenant, at Tenant’s
      expense, in settings sufficient, in Owner’s judgment, to absorb and prevent
      vibration, noise and annoyance.




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7.  [Intentionally
      Omitted]




8.  **Property-Loss,
      Damage, Reimbursement, Indemnity** :
      Owner
      or its agents shall not be liable for any damage to property of Tenant or of
      others entrusted to employees of the building, nor for loss of or damage to
      any
      property of Tenant by theft or otherwise, nor for any injury or damage to
      persons or property resulting from any cause of whatsoever nature, unless caused
      by or due to the negligence of Owner, its agents, servants or employees. Owner
      or its agents will not be liable for any such damage caused by other tenants
      or
      persons in, upon or about said building or caused by operations in construction
      of any private, public or quasi public work.




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If
      at any
      time any windows of the demised premises are temporarily clos-ed, darkened
      or
      bricked up (or permanently closed, darkened or bricked up, if required by law)
      for any reason whatsoever including, but not limited to Owner’s own acts, Owner
      shall not be liable for any damage Tenant may sustain thereby and Tenant shall
      not be entitled to any com-pensation therefor nor abatement or diminution of
      rent nor shall the same release Tenant from its obligations hereunder nor
      constitute an eviction. Tenant shall indemnify and save harmless Owner against
      and from all liabilities, obligations, damages, penalties, claims, costs and
      expenses for which Owner shall not be reimbursed by insurance, including
      reasonable attorneys fees, paid, suffered or incurred as a result of any breach
      by Tenant, Tenant’s agents, contractors, employees, invitees, or licensees, of
      any covenant or condition of this lease, or the carelessness, negligence or
      improper conduct of the Tenant, Tenant’s agents, contractors, employees,
      invitees or licensees. Tenant’s liability under this lease extends to the acts
      and omissions of any sub-tenant, and any agent, contractor, employee, invitee
      or
      licensee of any sub-tenant. In case any action or proceeding is brought against
      Owner by reason of any such claim, Tenant, upon written notice from Owner,
      will,
      at Tenant’s expense, resist or de-fend such action or proceeding by counsel
      approved by Owner in writing, such approval not to be unreasonably
      withheld.




9.  **Destruction,
      Fire and Other Casualty** :
      (a) If the demised premises or any part thereof shall be dam-aged by fire
      or other casualty, Tenant shall give immediate notice thereof to Owner and
      this
      lease shall continue in full force and effect except as hereinafter set forth.
      (b) If the demised premises are partially damaged or rendered par-tially
      unusable by fire or other casualty, the damages thereto shall be repaired by
      and
      at the expense of Owner and the rent, until such repair shall be substantially
      completed, shall be. apportioned from the day following the casualty according
      to the part of the premises which is usable. (c) If the demised premises are
      totally damaged or rendered whol-ly unusable by fire or other casualty, then
      the
      rent shall be proportionate-ly paid up to the time of the casualty and
      thenceforth shall cease until the date when the premises shall have been
      repaired and restored by Owner, subject to Owner’s right to elect not to restore
      the same as hereinafter provided. (d) If the demised premises are rendered
      wholly unusable or (whether or not the demised premises are damaged in whole
      or
      in part) if the building shall be so damaged that Owner shall decide to demolish
      it or to rebuild it, then, in any of such events, Owner may elect to terminate
      this lease by written notice to Tenant, given within 90 days after such fire
      or
      casualty, specifying a date for the expiration of the lease, which date shall
      not be more than 60 days after the giving of such notice, and upon the date
      specified in such notice the term of this lease shall expire as fully and
      completely as if such date were the date set forth above for the termination
      of
      this lease and Tenant shall forthwith quit, surrender and vacate the premises
      without prejudice however, to Landlord’s rights and remedies against Tenant
      under the lease provisions in effect prior to such termination, and any rent
      owing shall be paid up to such date and any payments of rent made by Tenant
      which were on account of any period subsequent to such date shall be returned
      to
      Tenant.




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Unless
      Owner shall serve a termination notice as provided for herein, Owner shall
      make
      the repairs and restorations under the conditions of (b) and (c) hereof, with
      all reasonable expedition, subject to delays due to adjustment of in-surance
      claims, labor troubles and causes beyond Owner’s control. After any such
      casualty, Tenant shall cooperate with Owner’s restoration by removing from the
      premises as promptly as reasonably possible, all of Tenant’s salvageable
      inventory and movable equipment, furniture, and other property. Tenant’s
      liability for rent shall resume five (5) days after written notice from Owner
      that the premises are substantially ready for Tenant’s occupancy. (e) Nothing
      contained hereinabove shall relieve Ten-ant from liability that may exist as
      a
      result of damage from fire or other casualty. Notwithstanding the foregoing,
      each party shall look first to any insurance in its favor before making any
      claim against the other party for recovery for loss or damage resulting from
      fire or other casualty, and to the extent that such insurance is in force and
      collectible and to the extent permitted by law, Owner and Tenant each hereby
      releases and waives all right of recovery against the other or any one claiming
      through or under each of them by way of subrogation or otherwise. The foregoing
      release and waiver shall be in force only if both releasors’ insurance policies
      con-tain a clause providing that such a release or waiver shall not invalidate
      the insurance. If, and to the extent, that such waiver can be obtained only
      by
      the payment of additional premiums, then the party benefiting from the waiver
      shall pay such premium within ten days after written demand or shall be deemed
      to have agreed that the party obtaining insurance coverage shall be free of
      any
      further obligation under the provisions hereof with respect to waiver of
      subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant’s
      furniture and/or furnishings or any fixtures or equipment, improvements, or
      appurtenances removable by Tenant and agrees that Owner will not be obligated
      to
      repair any damage thereto or replace the same. (f) Tenant hereby waives the
      provisions of Section 227 of the Real Property Law and agrees that the
      provisions of this article shall govern and control in lieu
      thereof.




10.  **Eminent
      Domain** :
      If the
      whole or any part of the demised premises shall be acquired or condemned by
      Eminent Domain for any public or quasi public use or purpose, then and in that
      event, the term of this lease shall cease and terminate from the date of title
      vesting in such proceeding and Tenant shall have no claim for the value of
      any
      unexpired term of said lease and assigns to Owner, Tenant’s entire interest in
      any such award.




11.  [Intentionally
      Omitted]




12.  **Electric
      Current** :
      Rates
      and conditions in respect to submetering or rent inclusion, as the case may
      be,
      to be added in RIDER attached hereto. Tenant covenants and agrees that at all
      times its use of electric current shall not ex-ceed the capacity of existing
      feeders to the building or the risers or wiring installation and Tenant may
      not
      use any electrical equipment which, in Owner’s opinion, reasonably exercised,
      will overload such installations or interfere with the use thereof by other
      tenants of the building. The change at any time of the character of electric
      service shall in no wise make Owner liable or responsible to Tenant, for any
      loss, damages or expenses which Tenant may sustain.




13.  **Access
      to Premises** :
      Owner
      or Owner’s agents shall have the right (but shall not be obligated) to enter the
      demised premises in any emergency at any time, and, at other reasonable times,
      to examine the same and to make such repairs, replacements and improvements
      as
      Owner may deem necessary and reasonably desirable to the demised premises or
      to
      any other portion of the building or which Owner may elect to perform. Tenant
      shall permit Owner to use and main-tain and replace pipes and conduits in and
      through the demised premises and to erect new pipes and conduits therein
      provided they are concealed within the walls, floor, or ceiling. Owner may,
      during the progress of any work in the demised premises, take all necessary
      materials and equipment into said premises without the same constituting an
      eviction nor shall the Tenant be entitled to any abatement of rent while such
      work is in progress nor to any damages by reason of loss or interruption of
      business or other-wise. Throughout the term hereof Owner shall have the right
      to
      enter the demised premises at reasonable hours for the purpose of showing the
      same to prospective purchasers or mortgagees of the building, and during the
      last six months of the term for the purpose of showing the same to prospective
      tenants. If Tenant is not present to open and permit an entry into the premises,
      Owner or Owner’s agents may enter the same whenever such entry may be necessary
      or permissible by master key or forcibly and provided reasonable care is
      exercised to safeguard Tenant’s property, such entry shall not render Owner or
      its agents liable therefor, nor in any event shall the obligations of Tenant
      hereunder be affected. If during the last month of the term Tenant shall have
      removed all or substantially all of Tenant’s property therefrom Owner may
      immediately enter, alter, renovate or redecorate the demised premises without
      limitation or abate-ment of rent, or incurring liability to Tenant for any
      compensation and such act shall have no effect on this lease or Tenant’s
      obligations hereunder. *See* §74(l)(iii).




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14.  **Vault,
      Vault Space, Area** :
      No
      Vaults, vault space or area, whether or not en-closed or covered, not within
      the
      property line of the building is leased hereunder, anything contained in or
      indicated on any sketch, blue print or plan, or anything contained elsewhere
      in
      this lease to the contrary notwithstanding. Owner makes no representation as
      to
      the location of the property line of the building. All vaults and vault space
      and all such areas not within the pro-perty line of the building, which Tenant
      may be permitted to use and/or occupy, is to be used and/or occupied under
      a
      revocable license, and if any such license be revoked, or if the amount of
      such
      space or area be diminished or required by any federal, state or municipal
      authority or public utility, Owner shall not be subject to any liability nor
      shall Tenant be entitled to any compensation or diminution or abatement of
      rent,
      nor shall such revocation, diminution or requisition be deemed constructive
      or
      actual eviction. Any tax, fee or charge of municipal authorities for such vault
      or area shall be paid by Tenant.




15.  **Occupancy** :
      Tenant
      will not at any time use or occupy the demised premises in violation of the
      certificate of occu-pancy issued for the building of which the demised premises
      are a part. Tenant has inspected the premises and accepts them as is, subject
      to
      the riders annexed hereto with respect to Owner’s work, if any. In any event,
      Owner makes no representation as to the condition of the premises and Tenant
      agrees to accept the same subject to violations, whether or not of
      record.




16.  **Bankruptcy** : (a) Anything
      elsewhere in this lease to the contrary notwithstanding, this lease may be
      cancelled by Owner by the sending of a written notice to Tenant within a
      reasonable time after the happening of any one or more of the following events:
      (1) the commencement of a case in bankruptcy or under the laws of any state
      naming Tenant as the debtor; or (2) the making by Tenant of an assign-ment
      or any other arrangement for the benefit of creditors under any state statute.
      Neither Tenant nor any person claiming through or under Tenant, or by reason
      of
      any statute or order of court, shall thereafter be entitled to possession of
      the
      premises demised but shall forthwith quit and surrender the premises. If this
      lease shall be assigned in accordance with its terms, the provisions of this
      Article 16 shall be applicable only to the party then owning Tenant’s interest
      in this lease.




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(b)  it
      is
      stipulated and agreed that in the event of the termination of this lease
      pursuant to (a) hereof, Owner shall forth-with, notwithstanding any other
      provisions of this lease to the contrary, be entitled to recover from Tenant
      as
      and for liquidated damages an amount equal to the difference between the rent
      reserved hereunder for the unexpired portion of the term demised and the fair
      and reasonable rental value of the demised premises for the same period. In
      the
      computa-tion of such damages the difference between any installment of rent
      becoming due hereunder after the date of termination and the fair and reasonable
      rental value of the demised premises for the period for which such installment
      was payable shall be discounted to the date of termina-tion at the rate of
      four
      percent (4%) per annum. If such premises or any part thereof be relet by the
      Owner for the unexpired term of said lease, or any part thereof, before
      presentation of proof of such liquidated damages to any court, commission or
      tribunal, the amount of rent reserved upon such reletting shall be deemed to
      be
      the fair and reasonable rental value for the part or the whole of the premises
      so re-let during the term of the re-letting. Nothing herein contained shall
      limit or prejudice the right of the Owner to prove for and obtain as liquidated
      damages by reason of such termination, an amount equal to the maximum allowed
      by
      any statute or rule of law in effect at the time when, and governing the
      pro-ceedings in which, such damages are to be proved, whether or not such amount
      be greater, equal to, or less than the amount of the difference referred to
      above. *See* §
      74(l)(iv).




17.  **Default** :
      (1) If
      Tenant defaults in fulfilling any of the covenants of this lease other than
      the
      covenants for the payment of rent or additional rent; or if the demised premises
      become vacant or deserted; or if any execution or attachment shall be issued
      against Tenant or any of Tenant’s property whereupon the demised premises shall
      be taken or occupied by someone other than Tenant; or if this lease be rejected
      under § 235 of Title 11 of the U.S. Code (bankruptcy code); or if Tenant
      shall fail to move into or take possession of the premises within fifteen (15)
      days after the commencement of the term of this lease, then, in any one or
      more
      of such events, upon Owner serving a written five (5) days notice upon Tenant
      specifying the nature of said default and upon the expiration of said five
      (5)
      days, if Tenant shall have failed to comply with or remedy such default, or
      if
      the said default or omission complained of shall be of a nature that the same
      cannot be completely cured or remedied within said five (5) day period, and
      if
      Tenant shall not have diligently commenced curing such default within such
      five
      (5) day period, and shall not thereafter with reasonable diligence and in good
      faith, proceed to remedy or cure such default, then Owner may serve a written
      three (3) days’ notice of cancellation of this lease upon Tenant, and upon the
      expiration of said three (3) days this lease and the term thereunder shall
      end
      and expire as fully and completely as if the expiration of such three (3) day
      period were the day herein definitely fixed for the end and expiration of this
      lease and the term thereof and Tenant shall then quit and surrender the demised
      premises to Owner but Tenant shall remain liable as hereinafter
      provided.




(2)  If
      the
      notice provided for in (1) hereof shall have been given, and the term shall
      expire as aforesaid; or if Tenant shall make default in the payment of the
      rent
      reserved herein or any item of additional rent herein mentioned or any part
      of
      either or in making any other payment herein required; then and in any of such
      events Owner may without notice, re-enter the demised premises either by force
      or otherwise, and dispossess Tenant by summary proceedings or otherwise, and
      the
      legal representative of Tenant or other occupant of demised premises and remove
      their effects and hold the premises as if this lease had not been made, and
      Tenant hereby waives the service of notice of intention to re-enter or to
      institute legal proceedings to that end. If Tenant shall make default hereunder
      prior to the date fixed as the commencement of any renewal or extension of
      this
      lease, Owner may cancel and terminate such renewal or extension agreement by
      written notice.




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18.  **Remedies
      of Owner and Waiver of Redemption** :
      In case
      of any such default, re-entry, expiration and/ or dispossess by summary
      proceedings or otherwise, (a) the rent shall become due thereupon and be
      paid up to the time of such re-entry, dispossess and/or expiration,
      (b) Owner may re-let the premises or any part or parts thereof, either in
      the name of Owner or otherwise, for a term or terms, which may at Owner’s option
      be less than or exceed the period which would otherwise have constituted the
      balance of the term of this lease and may grant concessions or free rent or
      charge a higher rental than that in this lease, and/or (c) Tenant or the
      legal representatives of Tenant shall also pay Owner as liquidated damages
      for
      the failure of Tenant to observe and perform said Tenant’s covenants herein
      contained, any deficiency between the rent hereby reserved and/or covenanted
      to
      be paid and the net amount, if any, of the rents collected on account of the
      lease or leases of the demised premises for each month of the period which
      would
      otherwise have constituted the balance of the term of this lease. The failure
      of
      Owner to re-let the premises or any part or parts thereof shall not release
      or
      affect Tenant’s liability for damages. In computing such liquidated damages
      there shall be added to the said deficiency such expenses as Owner may incur
      in
      connection with re-letting, such as legal expenses, attorneys’ fees, brokerage,
      advertising and for keeping the demised premises in good order or for preparing
      the same for re-letting. Any such liquidated damages shall be paid in monthly
      installments by Tenant on the rent day specified in this lease and any suit
      brought to collect the amount of the deficiency for any month shall not
      prejudice in any way the rights of Owner to collect the deficiency for any
      subsequent month by a similar proceeding. Owner, in putting the demised premises
      in good order or preparing the same for re-rental may, at Owner’s option, make
      such alterations, repairs, replacements, and/or decorations in the demised
      premises as Owner, in Owner’s sole judgment, considers advisable and necessary
      for the purpose of re-letting the demised premises, and the making of such
      alterations, repairs, replacements, and/or decorations shall not operate or
      be
      construed to release Tenant from liability hereunder as aforesaid. Owner shall
      in no event be liable in any way whatsoever for failure to re-let the demised
      premises, or in the event that the demised premises are re-let, for failure
      to
      collect the rent thereof under such re-letting, and in no event shall Tenant
      be
      entitled to receive any excess, if any, of such net rents collected over the
      sums payable by Tenant to Owner hereunder. In the event of a breach or
      threatened breach by Tenant of any of the covenants or provisions hereof, Owner
      shall have the right of injunction and the right to invoke any remedy allowed
      at
      law or in equity as if re-entry, summary pro-ceedings and other remedies were
      not herein provided for. Mention in this lease of any particular remedy, shall
      not preclude Owner from any other remedy, in law or in equity. Tenant hereby
      expressly waives any and all rights of redemption granted by or under any
      present or future laws in the event of Tenant being evicted or dispossessed
      for
      any cause, or in the event of Owner obtaining possession of demised premises,
      by
      reason of the violation by Tenant of any of the covenants and conditions of
      this
      lease, or otherwise.




19.  **Fees
      and Expenses** :
      If
      Tenant shall default in the observance or performance of any term or covenant
      on
      Tenant’s part to be observed or performed under or by virtue of any of the terms
      or provisions in any article of this lease, then, unless otherwise provided
      elsewhere in this lease, Owner may at any time thereafter after written notice
      perform the obligation of Tenant thereunder. If Owner, in connection with the
      foregoing or in connection with any default by Tenant in the covenant to pay
      rent hereunder, makes any expenditures or incurs any obligations for the payment
      of money, including but not limited to reasonable attorney’s fees, in
      instituting, prosecuting or defending any action or proceeding, then Tenant
      will
      reimburse Owner for such sums so paid or obligations incurred with interest
      and
      costs. The foregoing expenses incurred by reason of Tenant’s default shall be
      deemed to be additional rent hereunder and shall be paid by Tenant to Owner
      within five (5) days of rendition of any bill or statement to Tenant therefor.
      If Tenant’s lease term shall have expired at the time of making of such
      expenditures or incurring of such obligations, such sums shall be recoverable
      by
      Owner as damages.




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          8
          -


20.  **Building
      Alterations and Management** :
      Owner
      shall have the right at any time without the same constituting an
      eviction and without incurring liability to Tenant therefor
      to change the arrangement and/or location of public entrances, passageways,
      doors, doorways, corridors, elevators, stairs, toilets or other public parts
      of
      the building and to change the name, number or designation by which the building
      may be known. There shall be no allowance to Tenant for diminution of rental
      value and no liability on the part of Owner by reason of inconvenience,
      annoyance or injury to business arising from Owner or other Tenants making
      any
      repairs in the building or any such alterations, additions and improvements.
      Furthermore, Tenant shall not have any claim against Owner by reason of Owner’s
      imposition of such controls of the manner of access to the building by Tenant’s
      social or business visitors as the Owner may deem necessary for the security
      of
      the building and its occupants. *See* §
      74(l)(vi).




21.  **No
      Representations by Owner** :
      Neither
      Owner nor Owner’s agents have made any representations or promises with respect
      to the physical condition of the building, the land upon which it is erected
      or
      the demised premises, the rents, leases, expenses of operation or any other
      matter or thing affecting or related to the premises except as herein expressly
      set forth and no rights, easements or licenses are acquired by Tenant by
      implication or otherwise except as expressly set forth in the provisions of
      this
      lease. Tenant has inspected the building and the demised premises and is
      thoroughly acquainted with their condition and agrees to take the same “as is”
and acknowledges that the taking of possession of the demised premises by Tenant
      shall be conclusive evidence that the said premises and the building of which
      the same form a part were in good and satisfactory condition at the time such
      possession was so taken, except as to latent defects. All understandings and
      agreements heretofore made between the parties hereto are merged in this
      contract, which alone fully and completely expresses the agreement between
      Owner
      and Tenant and any executory agreement hereafter made shall be ineffec-tive
      to
      change, modify, discharge or effect 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.




22.  **End
      of Term** :
      Upon
      the expiration or other termination of the term of this lease, Tenant shall
      quit
      and surrender to Owner the demised premises, broom clean, in good order and
      condition, ordinary wear and damages which Tenant is not required to repair
      as
      provided elsewhere in this lease excepted, and Tenant shall remove all its
      property. Tenant’s obligation to observe or perform this covenant shall survive
      the expiration or other termination of this lease. If the last day of the term
      of this Lease or any renewal thereof, falls on Sunday, this lease shall expire
      at noon on the preceding Saturday unless it is a legal holiday in which case
      it
      shall expire at noon on the preceding business day.




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          -


23.  **Quiet
      Enjoyment** :
      Owner
      covenants and agrees with Tenant that upon Tenant paying the rent and additional
      rent and observing and performing all the terms, covenants and conditions,
      on
      Tenant’s part to be observed and performed, Tenant may peaceably and quietly
      enjoy the premises hereby demised, subject, never-theless, to the terms and
      conditions of this lease including, but not limited to, Article 31 hereof and
      to
      the ground leases, underlying leases and mortgages hereinbefore
      mentioned.




24.  **Failure
      To Give Possession** :
      If
      Owner is unable to give possession of the demised premises on the date of the
      commencement of the term hereof, because of the holding-over or retention of
      possession of any tenant, undertenant or occupants or if the demised premises
      are located in a building being constructed, because such building has not
      been
      sufficiently completed to make the premises ready for occupancy or because
      of
      the fact that a certificate of occupancy has not been procured or for any other
      reason, Owner shall not be subject to any liability for failure to give
      possession on said date and the validity of the lease shall not be impaired
      under such circumstances, nor shall the same be construed in any wise to extend
      the term of this lease, but the rent payable hereunder shall be abated (provided
      Tenant is not responsible for Owner’s inability to obtain possession) until
      after Owner shall have given Tenant written notice that the premises are
      substantially ready for Tenant’s occupancy. If permission is given to Tenant to
      enter into the possession of the demised premises or to occupy premises other
      than the demised premises prior to the date specified as the commencement of
      the
      term of this lease, Tenant covenants and agrees that such occupancy shall be
      deemed to be under all the terms, covenants, conditions and provisions of this
      lease, except as to the covenant to pay rent. The provisions of this article
      are
      intended to constitute “an express provision to the contrary” within the meaning
      of Section 223-a of the New York Real Property Law.




25.  **No
      Waiver** :
      The
      failure of Owner to seek redress for violation of, or to insist upon the strict
      performance of any covenant or condition of this lease or of any of the Rules
      or
      Regulations, set forth or hereafter adopted by Owner, shall not prevent a
      subsequent act which would have originally constituted a violation from having
      all the force and effect of an original violation. The receipt by Owner of
      rent
      with knowledge of the breach of any covenant of this lease shall not be deemed
      a
      waiver of such breach and no provision of this lease shall be deemed to have
      been waived by Owner unless such waiver be in writing signed by Owner. No
      payment by Tenant or receipt by Owner of a lesser amount than the monthly rent
      herein stipulated shall be deemed to be other than on account of the earliest
      stipulated rent, nor shall any endorsement or statement of any check or any
      letter accompanying any check or payment as rent be deemed an accord and
      satisfaction, and Owner may accept such check or payment without prejudice
      to
      Owner’s right to recover the balance of such rent or pursue any other remedy in
      this lease provided. No act or thing done by Owner or Owner’s agents during the
      term hereby demised shall be deemed an acceptance of a sur-render of said
      premises, and no agreement to accept such surrender shall be valid unless in
      writing signed by Owner. No employee of Owner or Owner’s agent shall have any
      power to accept the keys of said premises prior to the termination of the lease
      and the delivery of keys to any such agent or employee shall not operate as
      a
      termination of the lease or’ a surrender of the premises. *See* §
      74(l)(vii).




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26.  **Waiver
      of Trial by Jury** :
      It is
      mutually agreed by and between Owner and Tenant that the respective parties
      hereto shall and they hereby do waive trial by jury in any action, proceeding
      or
      counterclaim brought by either of the parties hereto against the other (except
      for personal injury or property damage) on any matters whatsoever arising out
      of
      or in any way connected with this lease, the relationship of Owner and Tenant,
      Tenant’s use of or occupancy of said premises, and any emergency statutory or
      any other statutory remedy. It is further mutually agreed that in the event
      Owner commences any summary proceeding for possession of the premises, Tenant
      will not interpose any counterclaim of whatever nature or description in any
      such proceeding including a counterclaim under Article 4. *See* §
      74(l)(viii).




27.  **Inability
      to Perform** :
      This
      Lease and the obligation of Tenant to pay rent hereunder and perform all of
      the
      other covenants and agreements hereunder on part of Tenant to be per-formed
      shall in no wise be affected, impaired or excused because Owner is unable to
      fulfill any of its obligations under this lease or to supply or is delayed
      in
      supplying any service expressly or impliedly to be supplied or is unable to
      make, or is delayed in making any repair, additions, alterations or decorations
      or is unable to supply or is delayed in supplying any equipment or fixtures
      if
      Owner is prevented or delayed from so doing by reason of strike or labor
      troubles including government preemption in connection with a National Emergency
      or by reason of any rule, order or regulation of any department or subdivision
      thereof of any government agency or by reason of the conditions of supply and
      demand which have been or are affected by war or other emergency.




28.  [Intentionally
      Omitted]




29.  **Services
      Provided By Owners** :
      As long
      as Tenant is not in default under any of the covenants of this lease, Owner
      shall provide: (b) heat to the demised premises when and as required by
      law, on business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to
      1
      p.m.; (c) water for or-dinary lavatory purposes, but if Tenant uses or
      consumes water for any other purposes or in unusual quantities (of which fact
      Owner shall be the sole judge), Owner may install a water meter at Tenant’s
      expense which Tenant shall thereafter maintain at Tenant’s expense in good
      working order and repair to register such water consumption and Tenant shall
      pay
      for water consumed as shown on said meter as additional rent as and when bills
      are rendered; (d) premises are to be kept clean by Tenant, it shall be done
      at
      Tenant’s sole expense, in a manner satisfactory to Owner and no one other than
      persons approved by Owner shall be permitted to enter said premises or the
      building of which they are a part for such purpose. Tenant shall pay Owner
      the
      cost of removal of any of Tenant’s refuse and rubbish from the building;
      (f) Owner reserves the right to stop services of the heating, elevators,
      plumbing, air-conditioning, power systems or cleaning or other services, if
      any,
      when necessary by reason of accident or for repairs, alterations, replacements
      or improvements necessary or desirable in the judgment of Owner for as long
      as
      may be reasonably required by reason thereof. If the building of which the
      demised premises are a part supplies manually-operated elevator service, Owner
      at any time may substitute automatic-control elevator service and upon ten
      days’
written notice to Tenant, proceed with alterations necessary therefor without
      in
      any wise affecting this lease or the obligation of Tenant hereunder. The same
      shall be done with a minimum of inconvenience to Tenant and Owner shall pursue
      the alteration with due diligence.




30.  **Captions** :
      The
      Captions are inserted only as a matter of convenience and for reference and
      in
      no way define, limit or describe the scope of this lease nor the intent of
      any
      provisions thereof.




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          11
          -


31.  **Definitions** :
      The
      term “office”, or “offices”, used in this lease, shall not be construed to mean
      premises used as a store or stores, for the sale or display, at any time, of
      goods, wares or merchandise, of any kind, or as a restaurant, shop, booth,
      bootblack or other stand, barber shop, or for other similar purposes or for
      manufacturing. The term “Owner” means a landlord or lessor, and 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 Owner shall
      be
      and hereby is entirely freed and relieved of all covenants and obligations
      of
      Owner 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 Owner,
      hereunder. The words “re-enter” and “re-entry” as used in this lease are not
      restricted to their technical legal meaning. The term “business days” as used in
      this lease shall exclude Saturdays (except such portion thereof as is covered
      by
      specific hours in Article 29 hereof), Sundays and all days observed by the
      State
      or Federal Government as legal holidays and those designated as holidays by
      the
      applicable building service union employees service contract or by the
      applicable Operating Engineers contract with respect to HVAC
      service.




32.  **Adjacent
      Excavation - Shoring** :
      If an
      excavation shall be made upon land adjacent to the demised premises, or shall
      be
      authorized to be made, Tenant shall afford to the person causing or au-thorized
      to cause such excavation, license to enter upon the demised premises for the
      purpose of doing such work as said person shall deem necessary to preserve
      the
      wall or the building of which demised premises form a part from injury or damage
      and to support the same by proper foundations without any claim for damages
      or
      indemnity against Owner, or diminution or abatement of rent.




33.  **Rules
      and Regulations** :
      Tenant
      and Tenant’s servants, employees, agents, visitors, and licensees shall observe
      faithfully, and com-ply strictly with, the Rules and Regulations and such other
      and further reasonable Rules and Regulations as Owner or Owner’s agents may from
      time to time adopt. Notice of any additional rules or regulations shall be
      given
      in such manner as Owner may elect. In case Tenant disputes the reasonableness
      of
      any additional Rule or Regulation hereafter made or adopted by Owner or Owner’s
      agents, the parties hereto agree to submit the question of the reasonableness
      of
      such Rule or Regulation for decision to the New York office of the American
      Arbitration Association, whose determination shall be final and conclusive
      upon
      the parties hereto. The right to dispute the reasonableness of any addi-tional
      Rule or Regulation upon Tenant’s part shall be deemed waived unless the same
      shall be asserted by service of a notice, in writing upon Owner within ten
      (10)
      days after the giving of notice thereof. Nothing in this lease contained shall
      be construed to impose upon Owner any duty or obligation to enforce the Rules
      and Regulations or terms, covenants or conditions in any other lease, as against
      any other tenant and Owner shall not be liable to Tenant for violation of the
      same by any other tenant, its servants, employees, agents, visitors or
      licensees.




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          12
          -


34.  **Security** :
      See
      Article 71, Security Deposit, of Rider. as security for the faithful performance
      and observance by Tenant of the terms, provisions and conditions of this lease;
      it is agreed that in the event Tenant defaults in respect of any of the terms,
      provisions and conditions of this lease, including, but not limited to, the
      payment of rent and additional rent, Owner may use, apply or retain the whole
      or
      any part Of the security so deposited to the extent required for the payment
      of
      any rent and additional rent or any other sum as to which Tenant is in default
      or for any sum which Owner may expend or may be required to expend by reason
      of
      Tenant’s default in respect of any of the terms, covenants and conditions of
      this lease, including but not limited to, any damages or deficiency in the
      re-letting of the premises, whether such damages or deficiency accrued before
      or
      after summary proceedings or other re-entry by Owner. In the event of a sale
      of
      the land and building or leasing of the building, of which the demised premises
      form a part, Owner shall have the right to transfer the security to the vendee
      or lessee and Owner shall thereupon be released by Tenant from all liability
      for
      the return of such security; and Tenant agrees to look to the new Owner solely
      for the return of said security, and it is agreed that the provisions hereof
      shall apply to every transfer or assignment made of the security to a new Owner.
      Tenant further covenants that it will not assign or encumber or attempt to
      assign or encumber the monies deposited herein as security and that neither
      Owner nor its successors or assigns shall be bound by any such assignment,
      encumbrance, attempted assignment or attempted encumbrance.




35.  **Estoppel
      Certificate** :
      Tenant,
      at any time, and from time to time, upon at least 10 days’ prior notice by
      Owner, shall execute, acknowledge and deliver to Owner, and/or to any other
      person, firm or corporation specified by Owner, 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), stating the dates to which the rent and additional rent
      have
      been paid, and stating whether or not there exists any default by Owner under
      this Lease, and, if so, specifying each such default. *See* §
      74(l)(x).




36.  **Successors
      and Assigns** :
      The
      covenants, conditions and agreements contained in this lease shall bind and
      inure to the benefit of Owner and Tenant and their respective heirs,
      distributees, executors, administrators, successors, and except as otherwise
      pro-vided in this lease, their assigns.




In
      Witness Whereof, Owner and Tenant have respectively signed and sealed this
      lease
      as of the day and year first above written.







BROADWAY
                AND 41STASSOCIATES LIMITED PARTNERSHIPWitness
                for Owner
            
            By:
                OLGP 1450 Broadway Corp..
              general
                partner/s/
                Naoto Yabu
            
            By:/s/
                Michael W. SchrammNAOTO
                YABU, VP
            
            MICHAEL
                W. SCHRAMM/V.P.Witness
                for Tenant:
            
            JOE
                BOXER CORPORATION/s/
                S. P. Laugmid
            
            By:/s/
                E. AguirreS.
                LAUGMAID, CFO
            
            E.
                AGUIRRE C.O.O.





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          13
          -


ACKNOWLEDGMENTS





CORPORATE
                OWNER
              STATE
                OF NEW YORK, ss.:
              County
                of
            
            CORPORATE
                TENANT
              STATE
                OF NEW YORK, ss.:
              County
                ofOn
                this ____ day of _________, ____, before me personally came
                ____________________ to me known, who being by me duly sworn, did
                depose
                and say that he resides in ____________________________________ that
                he is
                the _______________ of ________________ the corporation described
                in and
                which executed the foregoing instrument, as OWNER; that he knows
                the seal
                of said corporation; that the seal affixed to said instrument is
                such
                corporate seal; that it was so affixed by order of the Board of Directors
                of said corporation, and that he signed his name thereto by like
                order.
            
            On
                this ____ day of _________, ____, before me personally came
                ____________________ to me known, who being by me duly sworn, did
                depose
                and say that he resides in ____________________________________ that
                he is
                the _______________ of ________________ the corporation described
                in and
                which executed the foregoing instrument, as TENANT; that he knows
                the seal
                of said corporation; that the seal affixed to said instrument is
                such
                corporate seal; that it was so affixed by order of the Board of Directors
                of said corporation, and that he signed his name thereto by like
                order.INDIVIDUAL
                OWNER
              STATE
                OF NEW YORK, ss.:
              County
                of
            
            INDIVIDUAL
                TENANT
              STATE
                OF NEW YORK, ss.:
              County
                ofOn
                this ____ day of _________, ____, before me personally came
                _______________________ to me known and known to me to be the individual
                described in and who, as OWNER, executed the foregoing instrument
                and
                acknowledged to me that he executed the same.
            
            On
                this ____ day of _________, ____, before me personally came
                _______________________ to me known and known to me to be the individual
                described in and who, as TENANT, executed the foregoing instrument
                and
                acknowledged to me that he executed the same.





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          14
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**GUARANTY**





FOR
      VALUE
      RECEIVED, and in consideration for, and as an inducement to Owner making the
      within lease with Tenant, the undersigned guarantees to Owner, Owner’s
      suc-cessors and assigns, the full performance and observance of all the
      covenants, conditions and agreements, therein provided to be performed and
      observed by Tenant, including the “Rules and Regulations” as therein provided,
      without requiring any notice of non-payment, non-performance, or non-observance,
      or proof, or notice, or demand, whereby to charge the undersigned therefor,
      all
      of which the undersigned hereby expressly waives and expressly agrees that
      the
      validity of this agreement and the obligations of the guarantor hereunder shall
      in no wise be terminated, affected or impaired by reason of the assertion by
      Owner against Tenant of any of the rights or remedies reserved to Owner pursuant
      to the provisions of the within lease. The undersigned further covenants and
      agrees that this guaranty shall remain and continue in full force and effect
      as
      to any renewal, modifica-tion or extension of this lease and during any period
      when Tenant is occupying the premises as a “statutory tenant.” As a further
      inducement to Owner to make this lease and in consideration thereof, Owner
      and
      the undersigned covenant and agree that in any action or proceeding brought
      by
      either Owner or the undersigned against the other on any matters whatsoever
      arising out of, under, or by virtue of the terms of this lease or of this
      guarantee that Owner and the undersigned shall and do hereby waive trial by
      jury.




Dated:    ,
      19










Guarantor










Witness










Guarantor’s
      Residence










Business
      Address










Firm
      Name


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          15
          -





STATE
      OF
      NEW YORK  )


ss.:


COUNTY
      OF    )





On
      this
      ____ day of _____________ , 19__, before me personally came ______________,
      to
      me known and known to me to be the individual described in, and who executed
      the
      foregoing Guaranty and acknowledged to me that he executed the
      same.









Notary




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          16
          -


**IMPORTANT
      - PLEASE READ**





**RULES
      AND REGULATIONS ATTACHED**


**TO
      AND MADE A PART OF THIS LEASE**


**IN
      ACCORDANCE WITH ARTICLE 33.**





1.  The
      sidewalks, entrances, driveways, passages, courts, elevators, vestibules,
      stairways, corridors or halls shall not be obstructed or encumbered by any
      Tenant or used for any purpose other than for ingress or egress from the demised
      premises and for delivery of merchandise and equipment in a prompt and efficient
      manner using elevators and passageways designated for such delivery by Owner.
      There shall not be used in any space, or in the public ha ll
      of the
      building, either by any Tenant or by jobbers or others in the delivery or
      receipt of merchandise, any hand trucks, except those equipped with rubber
      tires
      and sideguards. If said premises are situated on the ground floor of the
      building, Tenant thereof shall further, at Tenant’s expense, keep the sidewalk
      and curb in front of said premises clean and free from ice, snow, dirt and
      rubbish.




2.  The
      water
      and wash closets and plumbing fixtures shall not be used for any purposes other
      than those for which they were designed or constructed and no sweepings,
      rubbish, rags, acids or other substances shall be deposited therein, and the
      expense of any breakage, stoppage, or damage resulting from the violation of
      this rule shall be borne by the Tenant who, or whose clerks, agents, employees
      or visitors, shall have caused it.




3.  No
      carpet, rug or other article shall be hung or shaken out of any window of the
      building; and no Tenant shall sweep or throw or permit to be swept or thrown
      from the demised premises any dirt or other substances into any of the corridors
      or halls, elevators, or out of the doors or windows or stairways of the building
      and Ten-ant shall not use, keep or permit to be used or kept any foul or noxious
      gas or substance in the demised premises, or permit or suffer the demised
      premises to be occupied or used in a manner offensive or objectionable to Owner
      or other occupants of the building by reason of noise, odors, and/or vibrations,
      or interfere in any way with other Tenants or those having business therein,
      nor
      shall any animals or birds be kept in or about the building. Smoking or carrying
      lighted cigars or cigarettes in the elevators of the building is
      prohibited.




4.  No
      awnings or other projections shall be attached to the outside walls of the
      building without the prior written consent of Owner.




5.  No
      sign,
      advertisement, notice or other lettering shall be exhibited, inscribed, painted
      or affixed by any Tenant on any part of the outside of the demised premises
      or
      the building or on the inside of the demised premises if the same is visible
      from the outside of the premises without the prior written consent of Owner,
      except that the name of Tenant may appear on the entrance door of the premises.
      In the event of the violation of the foregoing by any Tenant, Owner may remove
      same without any liability, and may charge the expense incurred by such removal
      to Tenant or Tenants violating this rule. Interior signs on doors and directory
      tablet shall be inscribed, painted or affixed for each Tenant by Owner at the
      expense of such Tenant, and shall be of a size, color and style acceptable
      to
      Owner.




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          17
          -


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




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




8.  Freight,
      furniture, business equipment, merchandise and bulky matter of any description
      shall be delivered to and removed from the premises only on the freight
      elevators and through the service entrances and corridors, and only during
      hours
      and in a manner approved by Owner. Owner reserves the right to inspect all
      freight to be brought into the building and to exclude from the building all
      freight which violates any of these Rules and Regulations of the lease or which
      these Rules and Regulations are a part.




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




10.  Owner
      reserves the right to exclude from the building between the hours of 6 P.M.
      and
      8A.M. and at all hours on Sundays, and legal holidays all persons who do not
      present a pass to the building signed by Owner. Owner will furnish passes to
      persons for whom any Tenant requests same in writing. Each Tenant shall be
      responsible for all persons for whom he requests such pass and shall be liable
      to Owner for all acts of such persons.




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




12.  Tenant
      shall not bring or permit to be brought or kept in or on the demised premises,
      any inflammable, combustible or explosive fluid, material, chemical or
      substance, or cause or permit any odors of cooking or other processes, or any
      unusual or other objectionable odors to permeate in or emanate from the demised
      premises.




13.  If
      the
      building contains central air conditioning and ventilation, Tenant agrees to
      keep all windows closed at all times and to abide by all rules and regulations
      issued by the Owner with respect to such services. If Tenant requires air
      conditioning or ventilation after the usual hours, Tenant shall give notice
      in
      writing to the building superintendent prior to 3:00 P.M. in the case of
      services required on week days, and prior to 3:00 P.M. on the day prior in
      the
      case of after hours service required on weekends or on holidays.




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14.  Tenant
      shall not move any safe, heavy machinery, heavy equipment, bulky matter, or
      fixtures into or out of the building without Owner’s prior written consent. If
      such safe, machinery, equipment, bulky material or fixtures requires special
      handling, all work in connection therewith shall comply with the Administrative
      Code of the City of New York and all other laws and regulations applicable
      thereto and shall be done during such hours as Owner may designate.








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