Unassociated Document


    

      Exhibit
        10.1

       

      SUBLEASE

       

      THIS
        SUBLEASE (“this Sublease”), dated as of 31st
        day of
        July 2006, between Live Nation
        Worldwide, Inc.
        f/k/a
SFX
        Entertainment, Inc.,
        a
        Delaware corporation, having an address at 220 West 42nd Street, New York,
        New
        York 10036 (referred to herein as “Sublandlord”), and Flagship
        Patient Advocates, Inc.,
        a
        Delaware corporation, having an address at 432 Park Avenue South, New York,
        New
        York 10016 (referred to herein as “Subtenant”).

       

      WITNESSETH:

       

      1.  DEMISE
        AND TERM.
        Sublandlord
        hereby leases to Subtenant, and Subtenant hereby hires from Sublandlord,
        those
        certain premises (the “Subleased Premises”) consisting of a total of
        approximately 10,690 rentable square feet comprising the entire 23rd
        floor
        (5,845 rentable square feet) and the entire 24th
        floor
        (4,845 rentable square feet) (as identified on Exhibit A
        attached
        hereto) of the building located at 220 West 42nd Street, New York, New York
        (the
“Building”). The term of this Sublease shall be the period (A) commencing
        upon the delivery of possession of the Subleased Premises by the Sublandlord
        to
        Subtenant (the “Rent Commencement Date”), and (B) ending at 11:59 p.m.
        One Hundred and Twenty Five Months (the “Expiration Date”) from the Rent
        Commencement Date, unless sooner terminated pursuant to the terms of this
        Sublease or pursuant to law, or extended as provided pursuant to the terms
        of
        this Sublease. The Subleased Premises shall be delivered to Subtenant, free
        of
        all liens, encumbrances and tenancies incurred by SFX Entertainment, Inc.
        except
        for tenancy created pursuant to the Overlease more particularly set forth
        herein, upon full execution and delivery of the Sublease and Sublandlord’s
        receipt of the first month’s Fixed Rent, the Security Deposit and proof of
        insurance as required pursuant to the terms of this Sublease.

       

      2.  SUBORDINATE
        TO OVERLEASE.
        This
        Sublease is and shall be subject and subordinate to that certain lease dated
        as
        of March 13, 2000, between Clear (NY), L.P., as successor to Massachusetts
        Mutual Life Insurance Company (the “Overlandlord”), as landlord, and
        Sublandlord, as tenant, as the same has been modified by an amendment dated
        as
        of October 22, 2002, and as the same may be amended and/or modified from
        time to time (the “Overlease”) and all other matters to which the Overlease is
        or shall be subject and subordinate. Upon execution of this Sublease,
        Sublandlord shall submit a request to Overlandlord for a non-disturbance
        agreement with respect to this Sublease pursuant to Section 7.12 of the
        Overlease. Sublandlord shall not be obligated to secure a non-disturbance
        agreement from Overlandlord and Subtenant agrees that is shall pay any fees
        that
        the Overlandlord may charge pursuant to Section 7.08(b)(5) of the
        Overlease. Subtenant hereby acknowledges receipt of a redacted version of
        the
        Overlease prior to the execution and delivery of this Sublease. Sublandlord
        warrants and represents that: (i) the
        Overlease is in full force and effect; (ii) Sublandlord
        is not in default in the payment of Rent or Additional Rent under the Overlease;
        and (iii) Sublandlord
        has not received any notice of default under the Overlease.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.  PROVISIONS
        OF OVERLEASE.

       

      (A)  Incorporation
        by Reference.
        The
        terms, covenants and conditions of the Overlease are incorporated herein
        by
        reference so that, except to the extent that they are inapplicable or deleted
        or
        modified by the provisions of this Sublease for the purpose of incorporation
        by
        reference, each and every term, covenant and condition of the Overlease binding
        or inuring to the benefit of the landlord thereunder shall, in respect of
        this
        Sublease, bind or inure to the benefit of Sublandlord, and each and every
        term,
        covenant and condition of the Overlease binding or inuring to the benefit
        of the
        tenant thereunder shall, in respect of this Sublease, but solely to the extent
        each of the same relates to Subtenant’s occupancy or its use and enjoyment of
        the Subleased Premises, bind or inure to the benefit of Subtenant, with the
        same
        force and effect as if such terms, covenants and conditions were completely
        set
        forth in this Sublease, and as if the words “Landlord” and “Tenant,” or words of
        similar import, wherever the same appear in the Overlease, were construed
        to
        mean, respectively, “Sublandlord” and “Subtenant” in this Sublease, and as if
        the words “Premises” or “Office Premises” or “Demised Premises,” or words of
        similar import, wherever the same appear in the Overlease, were construed
        to
        mean “Subleased Premises” in this Sublease, and as if the word “Lease,” or words
        of similar import, wherever the same appear in the Overlease, were construed
        to
        mean this “Sublease.” Notwithstanding the foregoing, the following provisions of
        the Overlease shall be deemed deleted for the purposes of incorporation by
        reference in this Sublease (however, Subtenant’s rights hereunder shall remain
        subject to Overlandlord’s rights as set forth in such provisions): (1) Sections 1.01-1.05,
        2.01-2.04, 3.02(a) but only to the extent that the Tenant is obligated to
        pay
        amounts related to 100% of the Taxes as opposed to Subtenant’s Proportionate
        Share as set forth in Article 11 of this Sublease, 3.02(c) and (e), 3.03,
        but
        only to the extent that the Tenant is obligated to pay amounts related to
        100%
        of the Operating Expenses as opposed to Subtenant’s Proportionate Share as set
        forth in Article 11 of this Sublease, 3.06,, 5.02, 5.04-5.05, 11.01(b)-(f),
        11.03(a), 12.01(ii), 12.02 (except to the extent of Subtenant’s furniture that
        is brought into the Subleased Premises), 14.01, 14.02, 15.01, 19.01, except
        Subtenant shall be entitled to an abatement of rent and additional rent to
        the
        same extent that Sublandlord receives same with regard to the Subleased
        Premises, 19.05, 27.01, 35.04(b) and (c)(except as hereinafter referenced),
        35.07(b), 35.19(c), and 37.05, (2) Articles
        3, 4, 6, 7, 8, 9, 16, 28, 29, 30, 31, 33, 38, 39, 40, 42, 43, 44, 45 and
        46, and
(3) Exhibits
        B, B-1, B-2, C, D, G-1, G-2, H-1, H-2, I, K, L, M, N-1, N-2, 0, P, Q, R-1,
        R-2,
        S, T, U, V, W, X, Y, Z, AA and BB. In the event of a conflict or inconsistency
        between any term, covenant or condition in the Overlease incorporated herein
        by
        reference and any of the express terms, covenants or conditions set forth
        herein, the terms, covenants and conditions of this Sublease shall govern
        (except to the extent that the same would be a violation of or breach of
        the
        terms of the Overlease).

       

      (B)  Subtenant’s
        Obligations.
        Except
        as otherwise specifically provided herein, all acts and obligations to be
        performed and all of the terms and conditions to be observed by Sublandlord
        as
        tenant under the Overlease with respect to the Subleased Premises shall be
        performed and observed by Subtenant, and Subtenant’s obligations shall run to
        Sublandlord or Overlandlord as Sublandlord may determine to be appropriate
        or
        required by the respective interests of Sublandlord and Overlandlord.
        Notwithstanding anything to the contrary contained in this Sublease, Subtenant
        shall not be bound by any amendment or modification of the Overlease entered
        into between Sublandlord and the Overlandlord on or after the date hereof
        which
        amendment contains an obligation which is greater than any obligation of
        the
        tenant or which diminishes any right of the tenant contained in the Overlease
        as
        of the date hereof nor shall any right or obligation of Subtenant contained
        in
        the Overlease (as incorporated by reference herein) be modified in any adverse
        manner without the prior written consent of Subtenant.

       

      
        
          
          

        

        
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      (C)  Time
        Limits.
        The
        time limits contained in the Overlease, as included herein by reference,
        for the
        giving of notices, making of demands or performing of any act, condition
        or
        covenant on the part of the tenant thereunder, or for the exercise by the
        tenant
        thereunder of any right, remedy or option, are changed for the purposes of
        incorporation herein by reference by shortening all time limits of ten (10)
        days
        or less by three (3) days in each instance and by shortening all time limits
        in
        excess of ten (10) days by five (5) days in each instance, so that in each
        instance Subtenant shall have three (3) days or days, as the case may be,
        less
        time to observe or perform hereunder than Sublandlord has as the tenant under
        the Overlease; provided that if the Overlease provides a time limit of five
        (5)
        days or less, Subtenant shall have two (2) Business Days (the term “Business
        Day” being defined as defined in the Overlease) for notice, demand or cure as
        the case may be.

       

      (D)  Conflict
        of Terms.
        If any
        of the express terms, conditions or provisions of this Sublease shall conflict
        with any of the terms, conditions or provisions incorporated by reference
        from
        the Overlease, such conflict: (i) if
        it relates to services or facilities to be provided by the Overlandlord under
        the Overlease or benefits to be conferred by the Overlandlord under the
        Overlease, shall be resolved in each such instance in favor of the express
        terms, conditions and provisions of the Overlease, and (ii) if
        it relates to any other term, condition or provision of this Sublease, shall
        be
        resolved in each such instance in favor of the express terms, conditions
        and
        provisions of this Sublease.

       

      (E)  Notices
        from Overlandlord.
        If
        Subtenant receives any notice or demand from the Overlandlord with respect
        to
        the Subleased Premises or this Sublease, Subtenant shall promptly give a
        copy
        thereof to Sublandlord. If Sublandlord receives any notice or demand from
        the
        Overlandlord with respect to any obligations to be performed by Subtenant
        or
        Sublandlord or any services or facilities to be furnished to Subtenant at
        the
        Subleased Premises, Sublandlord shall promptly give a copy thereof to
        Subtenant.

       

      4.  PERFORMANCE
        BY SUBLANDLORD.

       

      (A)  Any
        obligation of Sublandlord which is contained in this Sublease by the
        incorporation by reference to the provisions of the Overlease shall be observed
        or performed by Sublandlord using commercially reasonable efforts to cause
        the
        Overlandlord to observe and/or perform the same, and Sublandlord shall have
        a
        reasonable time to enforce its rights to cause such observance or performance.
        Subject to the foregoing, and except as otherwise specifically set forth
        in this
        Sublease, Sublandlord shall not be required to furnish, supply to, or install
        anything in the Subleased Premises. Subtenant shall not in any event have
        any
        rights in respect of the Subleased Premises greater than Sublandlord’s rights
        under the Overlease, and, notwithstanding any provision to the contrary,
        as to
        obligations contained in this Sublease by the incorporation by reference
        of the
        provisions of the Overlease, Sublandlord shall not be required to make any
        payment or perform any obligation, and Sublandlord shall have no liability
        to
        Subtenant for any matter whatsoever, except for Sublandlord’s obligation to pay
        the rent and additional rent as and when due under the Overlease and otherwise
        perform its obligations so as to prevent a default by Sublandlord under the
        Overlease, and for Sublandlord’s obligation to use commercially reasonable
        efforts, upon written request of Subtenant, to cause the Overlandlord to
        observe
        and/or perform its obligations under the Overlease. 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
        of
        which the Subleased Premises are a part, including, without limitation, heat,
        air conditioning, water, electricity, 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 Subtenant’s obligations under this Sublease,
(ii) constructive
        eviction, whether in whole or in part, or (iii) liability on the part of
        Sublandlord; except, with regard to (iii) only,
        to the extent caused by the gross negligence or willful misconduct of
        Sublandlord, its employees, agents, representatives, contractors, clients,
        guests or invitees. The obligations and duties of Subtenant with regard to
        Article 13 of the Overlease as the same is incorporated in this Sublease
        by
        reference relate to the Subleased Premises, and not the Building as a whole
        unless the misuse, negligence, willful misconduct or uninsurable acts or
        omissions of Subtenant, its employees, agents, representatives, contractors,
        clients, guests, invitees and/or sub-subtenants shall have an adverse impact
        upon a portion or portions of the Building outside of the Subleased Premises
        or
        those portions of the Building systems outside the Subleased Premises; by
        way of
        amplification, Subtenant shall not be responsible for structural repairs
        or
        repairs to the Building systems or entrance doors unless due to the misuse,
        negligence, willful misconduct or uninsurable acts or omissions of Subtenant,
        its employees, agents, representatives, contractors, clients, guests, invitees
        and/or sub-subtenants. Without derogation of the foregoing, if and to the
        extent
        Sublandlord shall receive an abatement pursuant to the provisions of
        Subsections 35.04(b) and (c) of the Overlease, relative to the Subleased
        Premises, Subtenant shall be entitled to a portion of such abatement (i.e.
        as
        such portion of Subtenant’s rentable square footage affected by the condition
        giving rise to such abatement relates to the aggregate rentable square footage
        in the Building also affected by the condition giving rise to the abatement)
        after deduction of the same portion of all reasonable costs, fees and/or
        expenses, including without limitation reasonable attorneys’ fees and
        disbursements incurred in connection with obtaining same.

       

      
        
          
          

        

        
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      (B)  During
        the Term, as long as Subtenant is not in default under any of the covenants
        of
        this Sublease (beyond applicable notice and/or grace periods, if any),
        Sublandlord shall provide, at its sole cost and expense except as otherwise
        expressly provided to the contrary: (i) necessary
        passenger elevator facilities on Business Days from 8:00 a.m. to 6:00 p.m.
        and
        have one elevator subject to call at all other times, subject to the rules
        and
        regulations of the Building; (ii) heat
        to the Subleased Premises when during such times of the year as are required
        by
        law, on Business Days from 8:00 a.m. to 6:00 p.m.; (iii) water
        for ordinary lavatory, and office pantry purposes, but if Subtenant uses
        or
        consumes water for any other purposes or in unusual quantities based upon
        Sublandlord’s commercially reasonable judgment, Sublandlord may install a water
        meter at Subtenant’s reasonable expense which Subtenant shall thereafter
        maintain at Subtenant’s expense in good working order and repair to register
        such water consumption and Subtenant shall pay for water consumed as shown
        on
        said meter as additional rent as and when bills are rendered; (iv) cleaning
        service for the Subleased Premises on Business Days at Sublandlord’s expense to
        specifications consistent in all material respects with the cleaning
        specifications set forth on Exhibit F
        attached
        hereto and made a part hereof; (v) air
        conditioning/cooling will be furnished to Subtenant from May 15th through
        September 30th on Business Days (Mondays through Fridays, holidays excepted)
        from 8:00 a.m. to 6:00 p.m. and ventilation will be furnished on Business
        Days
        during the aforesaid hours except when air conditioning/cooling is being
        furnished as aforesaid; and (vi) freight
        elevator, without charge during move-in to the Subleased Premises, however
        not
        to exceed sixteen (16) hours, provided that if use other than move-in Subtenant
        shall be responsible for any costs of Sublandlord in providing same (i.e.
        porter’s straight time during Building’s ordinary delivery times), and which may
        include without limitation overtime charges for the managing agent and/or
        Sublandlord’s facilities management staff), pursuant to the rules and
        regulations of the Building (the existing rules and regulations, relating
        to the
        scheduling of freight transport are attached hereto as Exhibit C).
        Subtenant’s use of the freight elevator shall, during the hours of 7:30 a.m. to
        11:00 a.m. and 12:15 p.m. to 3:30 p.m. during Business Days, be free of
        charge except to the extent the Building’s management must install or reinstall
        protection to a passenger elevator to reasonably accommodate a freight shipment,
        then Subtenant shall be responsible for the personnel costs associated with
        the
        installation and removal of such protection. In the event that the Subtenant
        wishes to have cooling on days or hours not included above, then the entire
        cost
        of supplying the same shall be borne by Subtenant in the amount of $50.00
        per
        hour, (which shall include all customary costs associated with such use as
        would
        be charged by a similarly situated building and an administrative fee due
        Sublandlord equal to ten (10%) percent of the cost of supplying the same)
        and
        shall be made available if, and to the extent that the system and equipment
        serving the Subleased Premises are capable of providing such service. Such
        sum
        for cooling shall be increased over the term of this Sublease to the extent
        Sublandlord’s cost for providing this service is increased including the cost of
        labor, utilities and supplies used in providing such service. Sublandlord
        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 Sublandlord for as
        long
        as may be reasonably required by reason thereof. The same shall be done with
        a
        minimum of inconvenience to Subtenant, and Sublandlord shall pursue the
        alteration with due diligence, in a workmanlike manner, with minimal
        interference, to the extent possible, with the Subtenant’s use and occupancy of
        the Subleased Premises.

       

      
        
          
          

        

        
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      (C)  Notwithstanding
        anything herein to the contrary, provided Subtenant complies with the provisions
        of Section 19 herein, Sublandlord shall allow Subtenant to tap into the
        Building’s condenser water HVAC supply and return lines at a one time charge of
        $2,000.00 per tap in. Subtenant shall be responsible for the costs incurred
        in
        connection with the tap-ins, inclusive of all plumbing and engineering charges.
        Subtenant shall cause to be installed all valves and controls as required
        by
        Sublandlord’s engineers. Should Sublandlord elect to tap in to the Building’s
        condenser water HVAC supply, Subtenant shall pay to Sublandlord an annual
        charge
        equal to $400.00 per ton, based on the tonnage installed by Subtenant. In
        the
        event Subtenant elects to install an air cooled air conditioning system that
        requires a vent to be installed through the exterior of the Building,
        Sublandlord shall not unreasonably withhold its consent to such installation
        provided that Subtenant complies with provisions of Section 19 herein, obtains
        all necessary consents and approvals as required by the Overlease and complies
        with all applicable rules, laws and regulations.

       

      (D)  Sublandlord
        shall deliver the HVAC system(s) affecting the Subleased Premises in working
        order and condition.

       

      
        
          
          

        

        
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      5.  NO
        BREACH OF OVERLEASE.
        Subtenant
        shall not do or permit to be done any act or thing (or fail to act in a manner),
        which may constitute a breach or violation of any term, covenant or condition
        of
        the Overlease by the tenant thereunder.

       

      6.  NO
        PRIVITY OF ESTATE.
        Nothing
        contained in this Sublease shall be construed to create privity of estate
        or
        contract between Subtenant and the Overlandlord.

       

      7.  INDEMNIFICATION
        BY SUBTENANT.
        Subtenant
        does hereby indemnify and hold harmless Sublandlord and Overlandlord from
        and
        against any and all losses, costs, damages, expenses, fees, charges, costs
        of
        settlement, and liabilities, including, without limitation, reasonable
        attorneys’ fees and disbursements, incurred or paid by Sublandlord or
        Overlandlord, and shall defend Sublandlord and Overlandlord against all claims,
        assertions, actions, proceedings and suits relating to: (i) the
        conduct of Subtenant’s business in, or use or occupancy of, the Subleased
        Premises; (ii) any
        accidents, damages or injuries to persons or property occurring in, on or
        about
        the Subleased Premises, other than accidents, damages or injuries caused
        by
        Sublandlord or Overlandlord or their respective officers, employees, agents
        or
        contractors; (iii) any
        breach or default by Subtenant in the observance or performance of the covenants
        and agreements contained herein, or the Overlease as incorporated herein
        by
        reference; (iv) any
        work done in or to the Subleased Premises by Subtenant or Subtenant’s
        contractors, agents or employees; (v) any
        act, omission or negligence on the part of Subtenant and/or its officers,
        employees, agents, customers, contractors or invitees, or any person claiming
        through or under Subtenant; or (vi) any
        losses of or damages to property, injuries to person, or claims of other
        Subtenants or occupants of Subtenant or of any other tenant or occupant of
        the
        Building, arising out of or in connection with any alterations, additions
        or
        improvements in or to the Subleased Premises by Subtenant or Subtenant’s
        contractors, agents or employees, or acts, omissions or negligence in connection
        herewith.

       

      8.  USE.
        Subtenant
        shall use and occupy the Subleased Premises for general, executive, and
        administrative office use and for no other purpose. Subtenant shall comply
        with
        the certificate of occupancy relating to the Subleased Premises and with
        all
        laws, statutes, ordinances, orders, codes, rules, regulations and requirements
        of all federal, state and municipal governments, or such board of fire
        underwriters or fire insurance rating organization, and the appropriate
        agencies, officers, departments, boards and commissions thereof (the “Government
        Regulations”), and the board of fire underwriters and/or the fire insurance
        rating organization or similar organization performing the same or similar
        functions, whether now or hereafter in force, applicable to the Subleased
        Premises, relating to Subtenant’s occupancy, use or manner of use of the
        Subleased Premises; but nothing contained herein shall require Subtenant
        to make
        any expenditures unless same is required in order to cause the Subleased
        Premises to comply with the Government Regulations and the reason for the
        non-compliance is due to (a) the
        particular manner of use of the Subleased Premises by Subtenant or its
        employees, agents, contractors or representatives (as distinguished from
        general, executive, and administrative offices), (b) a
        breach of, or default under, the terms and provisions of this Sublease by
        Subtenant, and/or (c) the
        acts or omissions of Subtenant. Subject to the terms of this Sublease and
        the
        Overlease (including, without limitation, rights of Overlandlord and/or
        Sublandlord to conduct repairs and the like), Subtenant and Subtenant’s
        employees shall have access to the Subleased Premises 24 hours a day, 7 days
        a
        week, 365 days a year.

       

      
        
          
          

        

        
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      9.  RENT.

       

      (A)  Fixed
        Rent.

       

      (i)  Subtenant
        shall pay to Sublandlord rent (herein called the “Fixed Rent”) (inclusive of
        electricity) for the period commencing on the Rent Commencement Date and
        ending
        on the Expiration Date, both dates inclusive, at the annual rates set forth
        below:

       

      From
        the
        Rent Commencement Date through and including the end of the twelfth
        (12th)
        month,
        the Fixed Annual Rent shall be Four Hundred Ten Thousand Two Hundred Twenty
        Dollars and No Cents ($410,220.00), payable in equal monthly installments
        of
        $34,185.00;

       

      From
        the
        beginning of the thirteenth (13th)
        month
        following the Rent Commencement Date through and including the end of the
        twenty
        fourth (24th)
        month,
        the Fixed Annual Rent shall be Four Hundred Twenty One Thousand Five Hundred
        Sixty Four Dollars and Fifty Cents ($421,564.50), payable in equal monthly
        installments of $35,130.38;

       

      From
        the
        beginning of the twenty fifth (25th)
        month
        following the Rent Commencement Date through and including the end of the
        thirty
        sixth (36th)
        month,
        the Fixed Annual Rent shall be Four Hundred Thirty Three Thousand Two Hundred
        Forty Nine Dollars and Thirty Four Cents ($433,249.34), payable in equal
        monthly
        installments of $36,104.11;

       

      From
        the
        beginning of the thirty seventh (37th)
        month
        following the Rent Commencement Date of this Lease through and including
        the end
        of the forty eighth (48th)
        month,
        the Fixed Annual Rent shall be Four Hundred Sixty Six Thousand Six Hundred
        Sixty
        Four Dollars and Seventy Two Cents ($466,664.72), payable in equal monthly
        installments of $38,888.73;

       

      From
        the
        beginning of the forty ninth (49th)
        month
        following the Rent Commencement Date of this Lease through and including
        the end
        of the sixtieth (60th)
        month,
        the Fixed Annual Rent shall be Four Hundred Seventy Nine Thousand Seven Hundred
        Two Dollars and Fifty Six Cents ($479,702.56), payable in equal monthly
        installments of $39,975.21;

       

      From
        the
        beginning of the sixty first (61st)
        month
        following the Rent Commencement Date of this Lease through and including
        the end
        of the seventy second (72nd)
        month,
        the Fixed Annual Rent shall be Four Hundred Ninety Three Thousand One Hundred
        Thirty One Dollars and Fifty Three Cents ($493,131.53), payable in equal
        monthly
        installments of $41,094.29;

       

      From
        the
        beginning of the seventy third (73rd)
        month
        following the Rent Commencement Date of this Lease through and including
        the end
        of the eighty fourth (84th)
        month,
        the Fixed Annual Rent shall be Five Hundred Six Thousand Nine Hundred Sixty
        Three Dollars and Thirty Eight Cents ($509,963.38), payable in equal monthly
        installments of $42,246.95;

       

      From
        the
        beginning of the eighty fifth (85th)
        month
        following the Rent Commencement Date of this Lease through and including
        the end
        of the ninety sixth (96th)
        month,
        the Fixed Annual Rent shall be Five Hundred Forty Two Thousand Five Hundred
        Ninety Dollars and Eighteen Cents ($542,590.18), payable in equal monthly
        installments of $45,215.85;

       

      
        
          
          

        

        
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      From
        the
        beginning of the ninety seventh (97th)
        month
        following the Rent Commencement Date of this Lease through and including
        the end
        of the one hundred eighth (108th)
        month,
        the Fixed Annual Rent shall be Five Hundred Fifty Seven Thousand Nine Hundred
        Five Dollars and Seventy Nine Cents ($557,905.79), payable in equal monthly
        installments of $46,492.15;

       

      From
        the
        beginning of the one hundred ninth (109th)
        month
        following the Rent Commencement Date of this Lease through and including
        the end
        of the one hundred twentieth (120th)
        month,
        the Fixed Annual Rent shall be Five Hundred Seventy Three Thousand Six Hundred
        Eighty Dollars and Eighty Six Cents ($573,680.86), payable in equal monthly
        installments of $47,806.74;

       

      From
        the
        beginning of the one hundred twenty first (121st)
        month
        following Rent Commencement Date of this Lease through and including the
        Expiration Date, the Fixed Annual Rent shall be Five Hundred Eighty Nine
        Thousand Nine Hundred Twenty Nine Dollars and Nineteen Cents ($589,929.19),
        payable in equal monthly installments of $49,160.77.

       

      Notwithstanding
        the foregoing, and provided that the Subtenant is not then in default, Subtenant
        is being provided an abatement (the “Concession Period Abatement”) and is being
        conditionally excused from the payment of Fixed Rent in an amount equal to
        Two
        Hundred Thirty Five Thousand Three Hundred Seventy Dollars and No Cents
        ($235,370.00) which represents and which shall be credited against, in the
        aggregate, the Fixed Rent, exclusive of electricity, for: the first five
        (5)
        months of this Sublease for 10,690 square feet of the Subleased Premises;
        the
        thirteenth (13th)
        and
        fourteenth (14th)
        months
        of this Sublease for 5,845 square feet of the Subleased Premises and which
        represents the 23rd floor portion of the Subleased Premises; the thirteenth
        (13th),
        fourteenth (14th)
        and
        fifteenth (15th)
        months
        of this Sublease for 4,845 square feet of the Subleased Premises and which
        represents the 24th
        floor
        portion of the Subleased Premises. The amount of the rent concession is
        calculated on the fixed rent per square foot applicable at such time as the
        abatement is due. If at any time prior to the expiration of the Term, this
        Sublease shall be terminated by Sublandlord in accordance with the terms
        of this
        Sublease and/or applicable law by reason of a Subtenant breach and/or default
        by
        Subtenant with regard to (x) any
        monetary covenant on its part to be complied with or performed (after expiration
        of applicable notice and/or grace periods), and/or (y) any
        non-monetary covenant, agreement or term on its part to be complied with
        or
        performed (after expiration of applicable notice and/or grace periods), then,
        upon the occurrence such termination, and only upon such termination (as
        opposed
        to default and/or breach not resulting in a termination of this Sublease),
        the
        unamortized portion of the Concession Period Abatement so conditionally excused
        shall become immediately due and payable by Subtenant to Sublandlord. A schedule
        of the Fixed Rent and the Concession Period Abatement are more fully set
        forth
        in Exhibit
        E.

       

      (ii)  The
        Fixed
        Rent shall be paid to Sublandlord in equal monthly installments in advance
        on or
        before the first day of each month during the term of this Sublease, except
        that
        the first month’s Fixed Rent shall be paid simultaneously with the execution
        hereof. Fixed Rent, Additional Rent (as hereinafter deemed) and other charges
        payable hereunder shall be paid promptly when due, without notice or demand
        therefore in the case of Fixed Rent (except where Additional Rent is due
        in
        fixed monthly payments and Subtenant has been provided with a notice of such
        monthly amount; in which event, monthly invoices on account of such Additional
        Rent items shall not be necessary), and without deduction, abatement,
        counterclaim or set off of any amount or for any reason whatsoever. Sublandlord
        shall give Subtenant notice of any change in Additional Rent or other charges
        payable hereunder; provided, however, that failure to give such notice shall
        not
        limit Sublandlord’s rights to collect Additional Rent or other charges due and
        payable hereunder retroactively after the giving of said notice and in no
        event
        shall failure to give such notice be deemed a waiver of Sublandlord’s rights to
        collect such Additional Rent or other charges payable hereunder. Sublandlord
        shall have the same remedies for a default in the payment of Additional Rent
        and
        other charges payable hereunder as it has for a default in the payment of
        Fixed
        Rent. If the Rent Commencement Date or Expiration Date shall occur on a date
        other than the first (1st) day of a calendar month, the Fixed Rent for such
        month shall be pro-rated based on the number of days in such calendar
        month.

       

      
        
          
          

        

        
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      (B)  Payment
        of Rent.
        Fixed
        Rent, Additional Rent and all other charges payable hereunder shall be paid
        to
        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 at the address of
        Sublandlord set forth at the head of this Sublease, or to such other person
        and/or at such other address as Sublandlord may from time to time designate
        by
        notice to Subtenant; or, by wire transfer to an account designated by
        Sublandlord in writing, from time to time. Notwithstanding the foregoing,
        from
        and after the Rent Commencement Date and until such time as Subtenant shall
        receive a notice to the contrary, the Sublandlord’s address for payment of Fixed
        Rent and Additional Rent shall be at 2000 West Loop South, Houston, Texas
        77207
        Attn: Controller - Accounting Department. No payment by Subtenant or receipt
        by
        Sublandlord of any lesser amount than the amount stipulated to be paid hereunder
        shall be deemed other than on account of the earliest stipulated Fixed Rent,
        Additional Rent or other charge; nor shall any endorsement or statement on
        any
        check or letter be deemed an accord and satisfaction, and Sublandlord may
        accept
        any check or payment from Subtenant or otherwise without prejudice to
        Sublandlord’s right to recover the balance due or to pursue any other remedy
        available to Sublandlord.

       

      10.  LATE
        CHARGES.
        If
        payment of any Fixed Rent, Additional Rent or other charge payable by Subtenant
        hereunder shall not have been paid within ten (10) days after notice that
        such
        amount was due and payable hereunder (or without notice in the case of payments
        of Fixed Rent), a late charge of one and one-half percent (1-1/2%) per month
        (or
        the then maximum lawful interest rate, whichever shall be less) of the unpaid
        amount due shall be added to the sum due and shall be deemed Additional Rent
        hereunder. If Subtenant shall issue a check to Sublandlord, which is returned
        unpaid for any reason (other than the fault of Sublandlord), Subtenant shall
        pay
        to Sublandlord an additional charge of $500.00 to defray Sublandlord’s expenses
        in connection therewith. Nothing in this Article contained and no acceptance
        of
        late rent by Sublandlord shall be deemed to extend or change the time for
        payment of Fixed Rent, Additional Rent or any other charge payable
        hereunder.

       

      11.  ADDITIONAL
        RENT.
        The
        following shall constitute “Additional Rent” hereunder:

       

      (A)  Electricity.

       

      
        
          
          

        

        
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      (1)  Subject
        to the provisions of this Section 11(A), Sublandlord agrees to furnish, or
        cause
        the Overlandlord to furnish, Subtenant with all electric current (including
        at
        least 6 watts per rentable square foot, exclusive of HVAC) and such other
        utilities and building operating services as reasonably required by Subtenant
        in
        connection with the permitted use and occupancy of the Subleased Premises.
        There
        shall be a charge to Subtenant for such electric current which shall be Three
        dollars ($3.00) per rentable square foot per annum for the Term (based upon
        10,690 rentable square feet), which amount is presently included in the Fixed
        Rent; provided that Sublandlord reserves the right, at its option, to change
        the
        manner in which electricity is charged to Subtenant, (x) by
        survey, in which case Subtenant shall pay an amount equal to its share of
        the
        total electrical charges for the Subleased Premises as determined by such
        survey, or, (y) by
        submeter so long as Sublandlord shall pay the cost to install such submeter,
        and
        Sublandlord shall charge Subtenant the same rate that Sublandlord pays without
        a
        markup; provided, however, if, solely as a result of any alteration or addition
        to Subtenant’s electrical equipment and/or appliances in the Subleased Premises,
        the cost of furnishing electric service to the Subleased Premises shall be
        increased, Subtenant shall be required to pay for such increased cost (and
        notwithstanding the foregoing, Subtenant shall pay the reasonable cost of
        installation of such submeter), upon a presentation of reasonable proof of
        such
        material increase to Subtenant. If Sublandlord shall elect to charge Subtenant
        by means of survey (conducted by an electrical engineer calculating relative
        usage and demand compared to that of a typical professional office tenant)
        or
        submeter as contemplated in the preceding sentence, then the Fixed Rent shall
        be
        reduced by an amount equal to Three dollars ($3.00) per square foot per annum
        (based upon 10,690 rentable square feet).

       

      (2)  At
        all
        times during the term of this Sublease, Subtenant will comply in the Subleased
        Premises with all present and future rules, regulations, terms and conditions
        applicable to service equipment, wiring and requirements in accordance with
        the
        regulations of the public utility company supplying electric current to the
        Building. Subtenant shall not use any electrical equipment, which, in the
        reasonable discretion of Sublandlord or the discretion of the Overlandlord,
        will
        overload such installations or interfere with the use thereof by the other
        occupants of the Building. Subtenant covenants and agrees that at all times
        its
        use of electric current shall never exceed the capacity of the then existing
        feeders to the Subleased Premises or the risers or wiring installation, nor
        shall Subtenant use or install any fixtures, equipment or machines the use
        of
        which in conjunction with other fixtures, equipment and machines in the Building
        would result in an overload of the electrical circuits servicing the Building.
        Nothing herein shall be deemed an assurance of the continued availability
        from
        the public utility company supplying electric current to the Building of
        sufficient current to the Subleased Premises or that the quantity or type
        of
        current is now or shall hereafter be adequate for Subtenant’s needs. Sublandlord
        shall in no way be liable or responsible to Subtenant for any loss or damage
        or
        expense which Subtenant may sustain or incur if either the quantity or character
        of electric service is changed or is no longer available or suitable for
        Subtenant’s requirements, except if due to the uninsurable acts or omissions of
        Sublandlord, it’s employees, agents, representatives or contractors. Subtenant
        shall furnish, install and replace, as required, all lighting tubes, lamps,
        bulbs and ballasts required in the Subleased Premises, at Subtenant’s sole cost
        and expense (or upon request by Subtenant, Sublandlord will furnish, install
        and
        replace same at Subtenant’s cost). All lighting tubes, lamps, bulbs and ballasts
        so installed shall become Sublandlord’s property upon the expiration or sooner
        termination of this Sublease.

       

      
        
          
          

        

        
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      (3)  If
        any
        taxes or charges are or shall be imposed upon Sublandlord or its agent in
        connection with the sale or resale of electrical energy to Subtenant pursuant
        to
        this Section 11(A), Subtenant covenants and agrees that, where permitted
        by law,
        such taxes or charges allocable to the Subleased Premises shall be passed
        on to
        Subtenant and paid by Subtenant to Sublandlord or its agent upon demand,
        as
        Additional Rent, without set-off or deduction. Sublandlord shall deliver
        a copy
        of the relevant tax bill upon written request by Subtenant.

       

      (B)  Real
        Estate Taxes.
        

       

      (1)  As
        Additional Rent hereunder, for each Tax Year (as hereinafter defined) commencing
        as of July 1, 2007 and continuing for the balance of the Term, Subtenant
        covenants and agrees to pay to Sublandlord, Subtenant’s Percentage (as
        hereinafter defined) of the amount by which Taxes (as defined in the Overlease,
        provided that Taxes for the Base Year and any other Tax Year shall be computed
        as if there was no exemption due to the Industrial Commercial Incentive Program
        (ICIP), exceeds Taxes for the time period from July 1, 2006 to and including
        June 30, 2007 (such time period referred to herein as the “Base Year”). As of
        the date of this Sublease the 2006/2007 taxable assessed value upon which
        the
        2006/2007 real estate taxes for the Building are based, net of ICIP exemption
        benefits, is $27,243,000. Should the Taxes payable during the Base Year be
        reduced by final determination of legal proceedings, settlement or otherwise,
        then, the Taxes payable during the Base Year shall be correspondingly revised,
        the Additional Rent theretofore paid or payable hereunder for all subsequent
        years shall be recomputed on the basis of such reduction, and Subtenant shall
        pay to Sublandlord as Additional Rent, within ten (10) days after being billed
        therefor, any deficiency between the amount of such Additional Rent as
        theretofore computed and the amount thereof due as the result of such
        recomputations. Should the Taxes payable during the Base Year be increased
        by
        such final determination of legal proceedings, settlement or otherwise, then
        appropriate recomputation and adjustment shall be made and the amount due
        by the
        Sublandlord to the Subtenant shall be paid within ten (10) days after the
        recomputation or credit to the next rent due. Should the Taxes paid during
        any
        subsequent year be increased or decreased by a final determination of legal
        proceedings, settlement or otherwise, then an appropriate recomputation and
        adjustment shall be made between the Sublandlord and Subtenant and any amount
        owed by the Subtenant shall be paid within ten (10) days after the Subtenant
        is
        billed therefor and be deemed Additional Rent, and any amount owed by the
        Sublandlord to the Subtenant shall be paid within ten (10) days after the
        recomputation or credit to the next rent due. For purposes of Section 11(B)
        of
        this Sublease, the term “Subtenant’s Percentage” shall mean with respect to
        Taxes, five and eleven one hundredths (5.11%) percent of such Taxes (net
        of
        Industrial Commercial Incentive Program benefits, if any).

       

      (2)  All
        amounts due to Sublandlord pursuant to Section 11(B)(1) shall be paid by
        Subtenant in the same manner based upon the same proof and shall otherwise
        be
        subject to the same provisions as set forth in the Overlease.

       

      (3)  If
        the
        Expiration Date shall occur on a date other than June 30, any Additional
        Rent
        due under this Section 11(B) for the Tax Year in which such Expiration Date
        shall occur shall be apportioned on a per diem basis. In the event of
        termination of this Sublease, any Additional Rent due under this
        Section 11(B) shall be paid or adjusted within thirty (30) days of
        Sublandlord’s statement to Subtenant. Subtenant shall be entitled to its
        proportionate share of any refunds (less its proportionate share of reasonable
        expenses), if any. For the purposes of this Sublease, “Tax Year” shall mean the
        fiscal year from July 1 to June 30. Sublandlord shall deliver a copy of the
        relevant statement of expenses upon written request by Subtenant; further,
        Sublandlord shall also provide Subtenant with reasonable proof of Base Year
        Taxes upon written request by Subtenant.

       

      
        
          
          

        

        
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      (C)  Additional
        Charges.

       

      (1)  Subtenant,
        at its sole cost and expense, shall pay any reasonable costs, charges, or
        other
        sums relating to, or incurred in connection with, Subtenant’s use of the
        Subleased Premises and the providing of services in respect thereof (other
        than
        those services to be provided as expressly set forth herein or incorporated
        by
        reference in this Sublease - i.e. by way of illustration but not limitation
        extraordinary cleaning requirements, use of freight elevator, overtime porter
        services), whether such sums are payable pursuant to the Overlease or the
        rules
        and regulations of the Building or otherwise. Any such additional charges
        shall
        be due and payable to Sublandlord within thirty (30) days of written demand
        from
        Sublandlord to Subtenant.

       

      (2)  Subtenant’s
        liability for the amounts due under this Article 11 with respect to the
        Term of this Sublease shall survive for a period not to exceed two (2) years
        from the expiration or sooner termination of this Sublease.

       

      (3)  In
        no
        event shall any adjustment of the payment made or to be made on account of
        the
        Additional Rent pursuant to Article 11 result in a decrease in Fixed Rent,
        it being agreed that the payment of Additional Rent is an obligation
        supplemental to the obligation to pay Fixed Rent.

       

      (4)  Sublandlord’s
        failure during the term of this Sublease to prepare and/or deliver, or any
        error
        made by Sublandlord in the preparation of, any statements or bills, or
        Sublandlord’s failure to make a demand, under this Article 11, or any other
        provision of this Sublease, shall not in any way be deemed to be a waiver
        of, or
        cause Sublandlord to forfeit or surrender, its rights to collect any portion
        of
        Additional Rent or other charges which may have become due pursuant to this
        Sublease during the term of this Sublease.

       

      (5)  Subtenant
        shall pay (or reimburse Sublandlord if the same are levied against Sublandlord)
        before delinquency, any occupancy or rent tax which is required by law to
        be
        paid by a “tenant” or “other occupant” with respect to this Sublease or the
        Subleased Premises. If Subtenant is not required to pay such occupancy or
        rent
        tax, Subtenant shall pay (or reimburse Sublandlord if the same are levied
        against Sublandlord) before delinquency, Subtenant’s Percentage of any occupancy
        or rent tax which Sublandlord is required to pay with respect to the Overlease
        or the Premises demised thereby, provided such amount payable is not in excess
        of the tax payable solely with respect to the Fixed Rent, Additional Rent
        and
        other charges payable under this Sublease. Subtenant shall also pay (or
        reimburse Sublandlord if the same are levied against Sublandlord) before
        delinquency, any and all ad valorem or other taxes, assessments, license
        fees
        and public charges levied or assessed against Subtenant’s business in the
        Subleased Premises, Subtenant’s fixtures, furnishings, furniture, equipment,
        supplies, signs, and any other personal property of Subtenant therein, if
        any.

       

      
        
          
          

        

        
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      (6)  Sublandlord
        shall provide central mail services in the Building for mail distribution
        throughout the Building including the Subleased Premises which costs are
        included in the Operating Expenses for the Building. All deliveries to Subtenant
        must be made through the delivery entrance as designated by Sublandlord and
        made
        in compliance with Sublandlord’s reasonable rules and regulations thereto. All
        deliveries and mail addressed to Subtenant shall be sorted and delivered
        in the
        Building’s central mailroom and delivered to Subtenant in accordance with
        Sublandlord’s normal mailroom practices and procedures. Subtenant shall be
        permitted to use the Buildings central mailroom for Subtenant’s outgoing mail
        and such actual postal charges shall be billed directly to Subtenant (unless
        previously stamped with postage upon deposit with mailroom).

       

      (7)  Subtenant
        shall make arrangements to be billed directly for all utilities servicing
        the
        Subleased Premises (with the exception of electricity, which is dealt with
        elsewhere in this Sublease, and water, heat, air conditioning and ventilation
        utilized during business hours).

       

      (8)  Subtenant
        shall be required to use the Sublandlord’s security system, at no cost or
        expense to Subtenant, except for reasonable processing costs for keycards
        and/or
        repairs and maintenance to the extent such repairs and/or maintenance are
        necessitated by the acts or omissions of the Subtenant, its employees, agents,
        representatives, contractors, clients, guests or invitees.

       

      (9)  Subtenant’s
        use of heating, ventilation and air conditioning during the business hours
        between 8:00 a.m. and 6:00 p.m. on Business Days shall be included in
        Subtenant’s Fixed Rent, provided, however, if Subtenant uses heating,
        ventilation and air conditioning at other times and/or other days, the direct
        costs thereof shall be Subtenant’s responsibility, as more particularly set
        forth in Section 4(b) herein. Sublandlord shall cause such services to be
        provided at times other than 8:00 a.m. to 6:00 p.m. on Business Days, provided
        Subtenant actually provides Sublandlord or a representative of Sublandlord
        designated for such purpose reasonable advance notice. If more than one
        tenant/subtenant requires and receives after-hours heating, ventilation and
        air
        conditioning, the costs of such services shall be shared pro-rata between
        Subtenant and such tenant/subtenant.

       

      12.  CONDITION
        OF SUBLEASED PREMISES.
        Subtenant
        acknowledges that it has had the opportunity to examine and inspect the Building
        and the building services and systems, the entire Subleased Premises and
        the
        furniture and fixtures therein and is fully familiar with the physical condition
        thereof. Subtenant agrees that Subtenant is leasing the Subleased Premises
        and
        the furniture (if any) and fixtures therein “as is”, and that Sublandlord is not
        required to perform any work or expend any monies in order to make the Subleased
        Premises ready for Subtenant’s occupancy. Notwithstanding the foregoing, the
        Sublandlord shall, at Sublandlord’s cost, as soon as reasonably practical after
        the Rent Commencement Date, cause a contractor to “box in” the existing internal
        staircase connecting the twenty second and twenty third floors of the Building
        in accordance with applicable legal requirements; provided however, for
        avoidance of doubt, in no event shall the Subtenant be entitled to any further
        abatement or concession in Fixed Rent on account of such work except as
        specifically set forth hereinabove in the calculation of Fixed Rent. In making
        and executing this Sublease, Subtenant acknowledges that Sublandlord has
        not
        made and does not make any representations or warranties as to the Building
        other than those specifically set forth in this Sublease, the building services
        and systems, the air quality of the Building or the Subleased Premises, the
        physical condition of the Subleased Premises or fixtures therein and that
        Subtenant has relied solely on such investigations, examinations and inspections
        as Subtenant has chosen to make or has made. Notwithstanding the foregoing,
        Sublandlord hereby represents and warrants that to the best of its knowledge
        the
        Subleased Premises are in compliance with all applicable laws, rules, and
        regulations.

       

      
        
          
          

        

        
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      13.  CONSENTS
        AND APPROVALS.
        In
        any
        instance when Sublandlord’s consent or approval is required under this Sublease,
        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 and, provided
        that Sublandlord shall otherwise be willing to grant such consent or approval,
        Sublandlord shall use reasonable efforts (which shall not include the
        requirement to pay costs, fees, expenses or expend sums, except to the extent
        specifically provided for in the Overlease; in which event, Subtenant shall
        pay
        same) to obtain the consent of the Overlandlord if such consent or approval
        is
        required under the Overlease. Sublandlord’s failure to notify Subtenant of
        whether it will or will not consent to or approve any such matter or thing
        within the applicable time limits, if any, will not be deemed unduly delayed
        if,
inter alia,
        such
        notification has not been received from the Overlandlord within such time
        limits. Except as expressly provided above, Sublandlord shall have no obligation
        to take any action or incur any cost or expense to compel the Overlandlord
        to
        consent to any matter or thing under the Overlease or as to this Sublease.
        In
        the event that Subtenant shall seek the approval by or consent of Sublandlord
        and Sublandlord shall fail or refuse to give such consent, except in instances
        wherein Sublandlord is adjudicated to have acted in bad faith (and such
        adjudication is final and no longer appealable), Subtenant shall not be entitled
        to any damages or abatement for any withholding or delay of such approval
        or
        consent by Sublandlord, it being agreed that 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 Sublandlord shall have expressly agreed in writing not to unreasonably
        withhold or delay its consent. Except in those instances in this Sublease
        wherein Sublandlord has expressly agreed not to unreasonably withhold or
        delay
        its consent, Sublandlord shall be entitled to grant or withhold its consent
        in
        its sole and absolute discretion.

       

      14.  NOTICES.
        All
        notices, consents, approvals, demands and requests (“Notices”) which are
        required or desired to be given by either party to the other hereunder shall
        be
        in writing and shall be either delivered by hand, sent by recognized national
        overnight mail or courier service for next business day, or sent by United
        States registered or certified mail and deposited in a United States post
        office, return receipt requested and postage prepaid. Notices which are served
        upon Sublandlord or Subtenant in the manner provided herein shall be deemed
        to
        have been given or served for all purposes hereunder (i) with
        respect to hand delivery, on the date delivered or delivery is refused,
(ii) with
        respect to recognized national overnight mail or courier service, on the
        next
        Business Day after the date deposited with the overnight mail service for
        next
        Business Day delivery and (iii) with
        respect to registered or certified U.S. mail, on the third Business Day after
        being mailed with adequate postage as aforesaid. All notices to be given
        to
        Subtenant before the Commencement Date shall be addressed to Subtenant at
        its
        address set forth at the head of this Sublease. All notices to be given to
        Subtenant on or after the Commencement Date shall be addressed to Subtenant
        c/o
        Chief Financial Officer at its address set forth at the head of this Sublease
        with a copy to Subtenant’s attorney: Pryor Cashman Sherman & Flynn LLP,
        410 Park Avenue, New York, New York 10022, Attn:
        David L. Auerbach, Esq. All notices to be given to Sublandlord from
        and after the Commencement Date shall be addressed to Sublandlord at c/o
        Live
        Nation, 2000 West Loop South, Suite 1300, Houston, TX 77027, Attn:
        James Tucker, Esq., Senior Counsel with a copy sent simultaneously to Live
        Nation, 9348 Civic Center Drive, Beverly Hills, CA 90210, Attention: Office
        of
        General Counsel. Each of Sublandlord and Subtenant may from time to time
        change
        the names and/or addresses to which notices to be given to them 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.

       

      
        
          
          

        

        
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      15.  TERMINATION
        OF OVERLEASE.
        If
        for
        any reason the term of the Overlease shall terminate prior to the expiration
        date of this Sublease, this Sublease shall thereupon be terminated and
        Sublandlord shall not be liable to Subtenant by reason thereof; provided,
        however, that Sublandlord shall have the right to terminate the Overlease
        only
        so long as the Overlandlord shall permit Subtenant to remain in occupancy
        of the
        Subleased Premises pursuant to the then-executory provisions of this Sublease.
        If for any other reason the term of the Overlease shall terminate prior to
        the
        expiration date of this Sublease, this Sublease shall thereupon be terminated
        and Sublandlord shall not be liable to Subtenant by reason thereof unless
        (i) this
        Sublease is in full force and effect, and (ii) said
        termination shall have been effected because of the breach or default of
        Sublandlord under the Overlease. If pursuant to any provision of the Overlease
        the tenant thereunder shall have the right to terminate the Overlease prior
        to
        the expiration date of this Sublease, then Subtenant shall not have the right
        to
        terminate this Sublease solely by reason of such provision incorporated by
        reference herein. If pursuant to any provision of the Overlease as presently
        in
        effect the landlord thereunder shall have the right to terminate the Overlease
        prior to the expiration date of this Sublease, then, unless the Overlandlord
        shall elect to terminate the Overlease pursuant to such provision, Sublandlord
        shall not have the right to terminate this Sublease by reason of such provision
        incorporated by reference herein. If the Overlandlord shall elect to terminate
        the Overlease pursuant to any such provision, Sublandlord shall promptly
        give
        notice thereof to Subtenant, and this Sublease shall thereupon terminate
        on the
        date set forth in such notice with the same effect as if such date were the
        last
        day of the term of this Sublease, except as hereinafter provided.
        Notwithstanding anything to the contrary contained in this Sublease, pursuant
        to
        Subsection 7.09(c) of the Overlease, in the event of termination, reentry
        or dispossess by Overlandlord under the Overlease, Overlandlord may, at its
        option take over all of the right, title and interest of Sublandlord under
        this
        Sublease and Subtenant shall, at Overlandlord’s option, attorn to Landlord
        pursuant to the then executory provisions of this Sublease, except that
        Overlandlord shall not be (i) liable for any previous act or omission of
        Sublandlord under this Sublease, (ii) subject to any credit, offset, claim,
        counterclaim, demand or defense which Subtenant may have against Sublandlord,
        (iii) bound by any previous modification of such Sublease unless consented
        to in writing by Overlandlord or by any previous payment of more than one.
        (1)
        month’s rent to the extent such payment was actually received by Overlandlord,
        (iv) bound by any covenant of Sublandlord to undertake or complete any
        construction of the Subleased Premises or any portion thereof, (v) required
        to account for any security deposit or the Subtenant other than any security
        deposit actually delivered to Overlandlord by Sublandlord, (vi) bound by
        any obligation to make any payment to Subtenant or grant any credits, except
        for
        services, repairs, maintenance and restoration provided under the Sublease
        to be
        performed after the date of such attornment, (vii) responsible for any
        monies owing by Overlandlord to the credit of Sublandlord or
        (viii) required to remove any person occupying the Subleased Premises or
        any part thereof.

       

      
        
          
          

        

        
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      16.  ASSIGNMENT
        AND SUBLETTING.

       

      (a)  Subtenant
        shall not, by operation of law or otherwise, assign, sell, mortgage, pledge
        or
        in any manner transfer this Sublease or any interest therein, or sublet the
        Subleased Premises or any part or parts thereof, or grant any concession
        or
        license or otherwise permit occupancy of all or any part of the Subleased
        Premises by any person other than Subtenant without the consent of Sublandlord.
        Notwithstanding the foregoing, subject to the applicable provisions of the
        Overlease, if any, without the consent of the Sublandlord but with 10 days
        prior
        written notice to Sublandlord before the effective date of such transaction,
        and
        provided that the assignee of this Sublease or a subtenant of all of the
        Subleased Premises or the successor by merger, shall have a tangible net
        worth
        (determined in accordance with GAAP) equal to or greater than the greater
        of
(x) $5,000,000.00
        or (y) the
        tangible net worth of the Subtenant as of the date of such request for an
        assignment, Subtenant may (i) assign
        this Sublease or Sublet the entire Subleased Premises to either a Tenant
        Affiliate or to the purchaser of all or substantially all of the assets or
        beneficial ownership interests in Subtenant, or (ii) merge
        with another entity. For purposes of this Sublease the term “Tenant Affiliate”
shall mean (i) a corporation into or with which Subtenant is merged or
        consolidated, (ii) corporation or partnership or LLC to which substantially
        all of Subtenant’s assets are transferred or (iii) corporation or partnership or
        LLC which controls, is controlled by or is under common control with Subtenant.
        For purposes hereof the term “control” shall mean, in the case of a corporation,
        ownership, directly or indirectly, of at least fifty (50%) percent of all
        the
        voting stock, and in case of a partnership or LLC, directly or indirectly,
        of at
        least fifty (50%) percent of all the interests therein. Notwithstanding the
        foregoing, in the event the Tenant Affiliate, as that term is defined in
        the
        Overlease, the purchaser of all or substantially all of the assets or beneficial
        ownership interest in Subtenant or an entity that Subtenant merges with does
        not
        have a tangible net worth of $5,000,000.00 Subtenant may still assign this
        Sublease or Sublet the entire Subleased Premises provided that Subtenant,
        its
        Tenant Affiliate, the purchaser of all or substantially all of the assets
        or
        beneficial interests in Subtenant or an entity that Subtenant merges with
        deposits with Sublandlord an amount equal to twelve (12) months of the Fixed
        Rent then due and payable pursuant to Section 9 of this Sublease as an
        additional security deposit which will be held in accordance with the provisions
        of Section 29 of this Sublease. No such assignment or sub-subletting shall
        serve to release the Subtenant, and no such assignment shall be deemed effective
        unless and until the assignee shall have executed and delivered a written
        assumption of the Subtenant’s obligations under this Sublease for the benefit of
        Sublandlord, which assumption shall be in form and substance reasonably
        acceptable to Sublandlord (in the case of a merger, Sublandlord may require
        a
        written acknowledgement that the successor by merger is obligated for all
        of
        Subtenant’s obligations hereunder by operation of law or
        otherwise).

       

      (b)  If
        Subtenant shall desire to assign its interest in this Sublease or to sub-sublet
        all or a portion of the Subleased Premises, Subtenant shall submit to
        Sublandlord a written request for Sublandlord’s consent to such assignment or
        subletting, which request shall be accompanied by the following information:
        (i) the
        name and address of the proposed assignee or sub-subtenant; (ii) the
        terms and conditions of the proposed assignment or sub-subletting; (iii) the
        nature and character of the business of the proposed assignee or sub-subtenant
        and its proposed use of the Subleased Premises; and (iv) current
        financial information and any other information Sublandlord may reasonably
        request with respect to the proposed assignee or sub-subtenant.

       

      
        
          
          

        

        
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      Should
        Subtenant request that Sublandlord consent to an assignment of this Sublease
        or
        sub-subletting of all or a portion of the Subleased Premises, Sublandlord
        shall
        have the right to terminate this Sublease as to all the Subleased Premises
        with
        regard to a requested assignment or with regard to a requested sub-subletting
        of
        all of the Subleased Premises; with regard to a sub-subletting of less than
        all
        of the Subleased Premises, Sublandlord at its sole option may terminate this
        sublease only as to the portion of this Subleased Premises to be covered
        by such
        sub-sublease or the whole of the Subleased Premises but only to the extent
        Sublandlord or any of its affiliates intends to occupy all or a portion of
        the
        Subleased Premises. Any such termination option shall be exercised by
        Sublandlord in writing within 20 days of receipt of Subtenant’s written request
        to assign or sub-sublet. If Sublandlord elects to exercise its option to
        terminate with regard to all or portion of the Subleased Premises, such
        termination shall be effective upon the proposed effective date of the
        assignment or sub-subletting (but not more than 60 days after the request);
        provided, if Subtenant’s proposed effective date is less than 30 days after
        delivery to Sublandlord of the written request to assign or sub-sublet, then
        the
        effective date for a termination if exercised by Sublandlord shall be 30
        days
        after delivery of Subtenant’s request. If Sublandlord shall exercise its option
        to recapture and terminate with regard to less than the entirety of the
        Subleased Premises, rent due from and after the termination shall be adjusted
        as
        follows: Fixed Rent shall be reduced by an amount equal to a fraction, the
        numerator of which is the rentable square footage of the space recaptured
        and
        the denominator of which is 10,690 square feet (or, if a portion of the
        Subleased Premises was previously recaptured, the rentable square foot area
        of
        the Subleased Premises at such time); and, payments of Additional Rent based
        upon “Subtenant’s Percentage” shall be adjusted to an amount equal to a
        fraction, the numerator of which is the difference between 10,690 square
        feet
        (or, if a portion of the Subleased Premises was previously recaptured, the
        rentable square foot area of the Subleased Premises at such time) and the
        rentable square footage recaptured, and the denominator of which is the entire
        rentable square footage of the Building with regard to Taxes. Notwithstanding
        the foregoing, the right of recapture provided for under this
        Subsection 16(b) shall not apply to a transaction for which Sublandlord’s
        consent is not necessary pursuant to the last sentence of Subsection 16(a)
        of this Sublease.

       

      (c)  In
        event
        Sublandlord does not exercise its right of recapture pursuant to
        Section 16(b) above, Sublandlord shall not unreasonably withhold, delay or
        condition its consent to a proposed assignment or sub-subletting for the
        use(s)
        permitted in this Sublease, provided that:

       

      (1)  Subtenant
        shall not then be in default hereunder beyond the expiration of any applicable
        notice and/or grace period;

       

      (2)  the
        proposed assignee or sub-subtenant shall have a financial standing, be of
        a
        character, be engaged in a business, and propose to use the Subleased Premises,
        in a manner in keeping with the standards of the Building and the terms and
        provisions of the Overlease;

       

      
        
          
          

        

        
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      (3)  the
        proposed assignee or sub-subtenant shall not then be a subtenant, sub-subtenant
        or assignee for any space in the Building, nor shall the proposed assignee
        or
        sub-subtenant be a person or entity with whom Sublandlord is then actively
        negotiating to sublease space in the Building provided that comparable space
        in
        the Building is not then available or will not become available within six
        months from the date of the proposed assignment or sub-subletting;

       

      (4)  the
        character of the business to be conducted in the Subleased Premises by the
        proposed assignee or sub-subtenant shall not be likely to substantially increase
        or burden the heating and ventilation system or other services or systems
        in the
        Building;

       

      (5)  in
        case
        of a sub-subletting, the sub-subtenant shall be expressly subject to all
        of the
        obligations of Subtenant under this Sublease and the further condition and
        restriction that such sublease shall not be assigned, encumbered or otherwise
        transferred or the Subleased Premises further sub-sublet by the sub-subtenant
        in
        whole or in part, or any part thereof suffered or permitted by the sub-subtenant
        to be used or occupied by others, without the prior written consent of
        Sublandlord in each instance subject to the other provisions of this
        Sublease;

       

      (6)  no
        subletting shall end later than one (1) day before the Expiration Date nor
        shall
        any subletting be for a term of less than one (1) year unless it commences
        less
        than one (1) year before the Expiration Date;

       

      (7)  in
        the
        reasonable judgment of Sublandlord, the proposed assignee or sub-subtenant
        shall
        have the financial ability to perform the terms of the Sublease or the proposed
        sub-sublease, as applicable;

       

      (8)  the
        proposed assignee or sub-subtenant shall not be a direct business competitor
        of
        the Sublandlord or its Affiliates; and

       

      (9)  Subtenant
        shall reimburse Sublandlord on demand for any reasonable out-of-pocket costs,
        including but not limited to reasonable attorneys’ fee, not to exceed $2,500.00,
        and disbursements that may be incurred by Sublandlord in connection with
        said
        assignment or sub-sublease.

       

      The
        failure of Sublandlord to reply to a request under this Subsection 16(c)
        within thirty (30) days (the “Initial 30 Day Period”) of Sublandlord’s receipt
        of a written request hereunder (“First Notice”) shall be deemed Sublandlord’s
        consent to such sub-sublease or assignment provided that Subtenant shall
        receive
        no response within three (3) Business Days of Sublandlord’s receipt of a second
        notice (the “Second Notice”), sent on or after the 26th
        day
        after Sublandlord’s receipt of the First Notice notifying Sublandlord that
        Subtenant has not received a response to the First Notice and the date that
        the
        Initial 30 Day Period expires , and making specific reference to this
        Subsection 16(c) and the fact that Sublandlord’s failure to respond within
        such three (3) Business Day period shall be deemed consent hereunder. Further,
        if within 10 days after receipt of a request hereunder, Sublandlord shall
        make a
        reasonable request for additional relevant information or proof or information
        that is otherwise required to be provided pursuant to the terms of this
        Subsection, but was not provided in full, such initial thirty (30) day period
        shall not be deemed to run until such additional information has been received
        by Sublandlord.

       

      
        
          
          

        

        
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      (d)  Subtenant
        shall deliver to Sublandlord a copy of each sub-sublease or assignment made
        hereunder within ten (10) days after the date of its complete execution and
        delivery. Subtenant shall remain fully liable for the performance of all
        of
        Subtenant’s obligations hereunder notwithstanding any sub-subletting or
        assignment provided for herein and, without limiting the generality of the
        foregoing, shall remain fully responsible and liable to Sublandlord for all
        acts
        and omissions of any sub-subtenant, assignee or anyone claiming by through
        or
        under any sub-subtenant or assignee which shall be in violation of any of
        the
        obligations of this Sublease, and any such violation shall be deemed to be
        a
        violation by Subtenant. Notwithstanding any assignment and assumption by
        the
        assignee of the obligations of Subtenant hereunder, Subtenant, and each
        immediate or remote successor in interest of Subtenant, shall remain liable
        jointly and severally (as a primary obligor) with its assignee and all
        subsequent assignees for the performance of Subtenant’s obligations hereunder,
        and shall remain fully and directly responsible and liable to Sublandlord
        for
        all acts and omissions on the part of any assignee subsequent to it in violation
        of any of the obligations of this Sublease.

       

      (e)  Notwithstanding
        anything to the contrary contained in this Sublease, no assignment of
        Subtenant’s interest in this Sublease shall be binding upon Sublandlord unless
        the assignee shall execute and deliver to Sublandlord an agreement whereby
        such
        assignee agrees unconditionally to be bound by and to perform all of the
        obligations of Subtenant hereunder from and after the effective date of such
        assignment and further expressly agrees that notwithstanding such assignment
        the
        provisions of this Section 16 shall continue to be binding upon such
        assignee with respect to all future assignments and transfers. Every
        sub-subletting hereunder is subject to the express condition, and by accepting
        a
        sub-sublease hereunder each sub-subtenant shall be conclusively deemed to
        have
        agreed, that if this Sublease should be terminated prior to the Expiration
        Date
        or if Sublandlord should succeed to Subtenant’s estate in the Subleased
        Premises, then at Sublandlord’s election such sub-subtenant shall either
        surrender the Subleased Premises to Sublandlord within thirty (30) days of
        Sublandlord’s request therefor, or shall attorn to and recognize Sublandlord as
        such sub-subtenant’s sub-sublandlord under such sub-sublease, and such
        sub-subtenant shall promptly execute and deliver any instrument Sublandlord
        may
        reasonably request to evidence such attornment.

       

      (f)  In
        the
        event that Subtenant fails to execute and deliver any assignment or sublease
        to
        which Sublandlord consented under the provisions of this Section 16 within
        sixty (60) days after the giving of such consent, then Subtenant shall again
        comply with all of the provisions of this Section 16 before assigning its
        interest in this Sublease or sub-subletting the Subleased Premises.

       

      (g)  The
        consent of Sublandlord to an assignment or a sub-subletting shall not relieve
        Subtenant from obtaining the express consent in writing of Sublandlord to
        any
        further assignment or sub-subletting; nor act in derogation of Sublandlord’s
        rights pursuant to Section 16(b) hereof.

       

      
        
          
          

        

        
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      (h)  If
        Subtenant’s interest in this Sublease be assigned, or if the Subleased Premises
        or any part thereof be sub-sublet or occupied by anyone other than Subtenant,
        Sublandlord may collect rent from the assignee, sub-subtenant or occupant
        and
        apply the net amount collected to all Fixed Rent and Additional Rent herein
        reserved, but no such assignment, sub-subletting, occupancy or collection
        shall
        be deemed a waiver of the provisions of this Section 16 or of any default
        hereunder or the acceptance of the assignee, sub-subtenant or occupant as
        Subtenant, or a release of Subtenant from the further observance or performance
        by Subtenant of all of the covenants, conditions, terms and provisions on
        the
        part of Subtenant to be performed or observed under and pursuant to this
        Sublease.

       

      (i)  When
        permitted hereunder (if at all) and/or after obtaining Sublandlord’s prior
        written consent, if Subtenant shall receive any consideration from its assignee,
        sub-subtenant or licensee for or in connection with the assignment of
        Subtenant’s interest in this Sublease or the sub-subletting or occupancy of all
        or any part of the Subleased Premises, as the case may be (excluding sums
        paid
        for the sale or rental of Subtenant’s equipment, furniture or other personal
        property to the extent such sale price or rental represents fair market value),
        or if Subtenant shall sub-sublet or otherwise permit occupancy of the Subleased
        Premises at a rental rate (including Additional Rent) or other periodic
        consideration which shall exceed the Fixed Rent and Additional Rent then
        payable
        hereunder, Subtenant shall pay to Sublandlord, at Sublandlord’s sole option, as
        additional rent hereunder, fifty (50%) percent of such excess consideration
        received by Subtenant or paid on its account. For the purpose of determining
        whether there is any excess consideration being paid with regard to any such
        assignment or sublet, Subtenant may deduct its reasonable out-of-pocket costs
        for commercially reasonable brokerage commissions, commercially reasonable
        costs
        of alterations, commercially reasonable free rent concessions, marketing
        and
        construction paid on account of such assignment or subletting and reasonable
        attorneys’ fees incurred in connection therewith as amortized over the term of
        the subject sub-sublease, or in the case of an assignment, over the balance
        of
        the term of this Sublease.

       

      (j)  In
        no
        event shall Subtenant publicly market and/or advertise the Subleased Premises
        for assignment or sub-sublease at rates lower than those then being offered
        by
        Sublandlord for comparable space in the Building.

       

      17.  INSURANCE.

       

      (A)  Insurance
        Policies.
        Subtenant shall maintain throughout the term of this Sublease commercial
        general
        liability insurance on an occurrence basis in respect of the Subleased Premises
        and the conduct and operation of business therein, with Sublandlord and the
        Overlandlord named as additional insured, with limits of Five Million and
        00/100
        ($5,000,000.00) Dollars combined single limit for bodily injury or death
        or for
        property damage, including water damage legal liability, arising out of any
        one
        occurrence or accident. Such insurance limits may be increased during the
        Term
        to such amount, as Sublandlord shall reasonably require consistent with
        insurance requirements imposed in similar midtown Manhattan office buildings.
        Subtenant shall also obtain casualty insurance covering all tenant improvements,
        furniture, fixtures, furnishings, business equipment and contents of the
        Subleased Premises. Subtenant shall deliver to Sublandlord a policy or
        certificate of insurance prior to the Commencement Date, and the Sublandlord
        and
        the Overlandlord shall be named as an additional insured with respect to
        the
        public liability insurance. Subtenant shall procure and pay for renewals
        of such
        insurance from time to time before the expiration thereof, and Subtenant
        shall
        deliver to Sublandlord and the Overlandlord such renewal policy or certificate
        of insurance at least thirty (30) days before the expiration of any existing
        policy. All such policies shall be issued by reputable companies licensed
        to do
        business in the State of New York which are reasonably acceptable to
        Sublandlord, and all such policies shall contain a provision whereby the
        same
        cannot be canceled unless Sublandlord and the Overlandlord are given at least
        thirty (30) days’ prior written notice of such cancellation or
        modification.

       

      
        
          
          

        

        
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      (B)  Releases.
        Subtenant hereby releases the Overlandlord or anyone claiming through or
        under
        the Overlandlord by way of subrogation or otherwise to the extent that
        Sublandlord released the Overlandlord and/or the Overlandlord was relieved
        of
        liability or responsibility pursuant to Section 9.04 of the Overlease, and
        Subtenant will cause its insurance carriers to include any clauses or
        endorsements in favor of the Overlandlord which Sublandlord is required to
        provide pursuant to the provisions of the Overlease.

       

      18.  ESTOPPEL
        CERTIFICATES.
        Subtenant
        and Sublandlord shall, within ten (10) days after each and every request
        by the
        other party, execute, acknowledge and deliver a statement in writing
(i) certifying
        that this 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), (ii) specifying
        the dates to which the Fixed Rent and Additional Rent have been paid, and
        (iii) stating
        whether or not, to its best knowledge, the other party is in default in
        performance or observance of its obligations under this Sublease, and, if
        so,
        specifying each such default. Any such statement delivered pursuant to this
        Section 18 may be relied upon by the requesting party and by any
        prospective assignee or transferee of the requesting party’s interests in the
        Premises or any part thereof.

       

      19.  ALTERATIONS.

       

      (a)  Subtenant
        shall not make or cause, suffer or permit the making of any non-structural
        alteration, addition, change, replacement, installation or addition in or
        to the
        Subleased Premises other than moving furniture and installing other furniture,
        furnishings and trade fixtures which are not affixed to the Subleased Premises
        or making cosmetic or decorative changes without obtaining the prior written
        consent of Sublandlord in each instance and, if required pursuant to the
        Overlease, the consent of the Overlandlord. Such consent by Sublandlord shall
        not be unreasonably withheld, conditioned or delayed. Subtenant shall not
        make
        or cause, suffer or permit the making of any structural or non-structural
        alteration, addition, change, replacement, installation or addition in or
        to the
        Subleased Premises at any time without the prior written consent of the
        Overlandlord and Sublandlord in each instance (which consent from Sublandlord
        shall be at its sole discretion). Provided Sublandlord shall have provided
        its
        consent to such alterations, Sublandlord shall use reasonable efforts to
        obtain
        the consent of the Overlandlord, if required, as determined by Sublandlord,
        at
        Subtenant’s sole reasonable cost and expense. Notwithstanding the foregoing,
        Subtenant may make non-structural alterations, changes, replacements
        installations or additions the cost of each of which do not exceed $50,000.00
        without the consent of Sublandlord. Any such alteration, addition, change,
        replacement, installation or addition shall be made only in strict accordance
        with the terms, conditions and provisions of the Overlease. Any such alteration,
        addition, change, replacement, installation or addition shall, upon
        installation, become the property of Sublandlord and shall be surrendered
        with
        the Subleased Premises upon the expiration or earlier termination of this
        Sublease, unless Sublandlord shall notify Subtenant to remove same; provided
        that Subtenant shall not be obligated to remove alterations done to the Building
        standard utilizing finishes and materials substantially similar to those
        existing in the Subleased Premises as of the date hereof, and with regard
        to
        those alterations which are not standard, Sublandlord must notify Subtenant
        as
        of the time of Sublandlord’s consent whether the same must be removed at the end
        of the Term or the earlier termination of this Sublease; provided, further,
        that
        Subtenant shall have the right to remove its movable furniture, fixtures,
        furnishings and equipment (excluding, however, all furniture, fixtures,
        furnishings and equipment and other personal property delivered with possession
        upon the Commencement Date) upon the expiration or earlier termination of
        this
        Sublease. Sublandlord reserves the right to charge Subtenant a reasonable
        supervisory fee associated with Subtenant’s alterations. In no event shall the
        Subtenant be entitled to tint the windows of the Subleased
        Premises.

       

      
        
          
          

        

        
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      (b)  Provided
        the requested alteration, addition, change, replacement, or installation
        is
        non-structural in nature and does not materially impact the Building systems,
        the failure of Sublandlord to reply to a request under Subsection 19(a)
        within thirty (30) days of Sublandlord’s receipt of a written request hereunder
        shall be deemed Sublandlord’s consent to such alteration, addition, change,
        replacement, or installation provided that Subtenant shall receive no response
        within three (3) Business Days of Sublandlord’s receipt of a second notice
        notifying Sublandlord that it has failed to timely respond within the initial
        thirty (30) day period, and making specific reference to this Subsection
        and the
        fact that Sublandlord’s failure to respond within such three (3) Business Day
        period shall be deemed consent hereunder. Further, if after receipt of a
        request
        hereunder, Sublandlord shall make a reasonable request for additional relevant
        information, or proof or information that is otherwise required to be provided
        pursuant to the terms of this Section, but was not provided in full, such
        initial thirty (30) day period shall not be deemed to run until such additional
        information has been received by Sublandlord.

       

      (c)  Subtenant
        has informed Sublandlord that Subtenant intends to initially improve the
        Subleased Premises by combining two (2) offices located on the 23rd
        floor of
        the Subleased Premises. (“Initial Alterations”). Such improvement has been
        approved by Sublandlord in accordance with the plans and specifications subject
        to the terms and conditions set forth in Section 19(d) below provided
        however that any such improvements shall be subject to therefor, (i) Subtenant’s
        compliance with the other provisions of this Section 19 and those
        provisions of the Overlease which are incorporated herein and applicable
        to such
        an alteration including but not limited to compliance with all applicable
        municipal laws, ordinances, codes, rules and regulations, (ii) such
        alterations being constructed consistent with or better quality than the
        Building standard utilizing finishes and materials substantially similar
        to
        those existing in the Subleased Premises as of the date hereof, (iii) such
        improvement shall not change, alter or affect any of the Building’s systems in
        an adverse manner, and (iv) reimbursement
        to Sublandlord of its reasonable and actual out-of-pocket costs and expenses
        for
        review of Subtenant’s plans and specifications for such alteration or its
        applications for permits including any review by outside
        professionals.

       

      (d)  Subtenant
        has provided Sublandlord, and Sublandlord has reviewed and hereby approves
        pursuant to the provisions of this Section 19, all plans and specifications
        with regard to its Initial Alterations, as identified on Exhibit
        D
        attached
        hereto and made a part hereof, subject to and conditioned upon Subtenant
        meeting, to Sublandlord’s reasonable satisfaction, the terms and conditions of
        Sublandlord’s architects.

       

      
        
          
          

        

        
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      20.  DEFAULT
        BY SUBTENANT.
        The
        following shall constitute a default by Subtenant hereunder: (i) any
        failure of Subtenant to pay any Fixed Rent, Additional Rent or other charges
        payable hereunder within three (3) Business Days after notice of such failure
        in
        payment shall have been given to Subtenant; or (ii) any
        failure of Subtenant to perform any other of the terms, covenants or conditions
        of this Sublease (including those incorporated herein by reference) to be
        observed or performed by Subtenant for more than twenty (20) days after written
        notice of such default shall have been served upon Subtenant, or any sooner
        time
        otherwise specifically set forth in any provision of this Sublease (including,
        without limitation, any provision incorporated by reference, as same may
        be
        modified by Article 3 hereof), or, if such default cannot reasonably be
        cured within such period of twenty (20) days, if Subtenant shall not have
        commenced the cure thereof within such period of time and shall not be
        proceeding with due diligence and good faith to cure same (so long as such
        default is cured before the event resulting in such default causes a default
        by
        the tenant under the Overlease and in any event within sixty (60) days);
        or
(iii) if
        Subtenant shall abandon the Subleased Premises for more than one hundred
        twenty
        (120) consecutive days; or (iv) if
        by operation of law or otherwise, and other than in accordance with this
        Sublease, any interest of Subtenant in or to the Subleased Premises or in
        or to
        this Sublease shall pass to another and not revert to Subtenant within twenty
        (20) days; or (v) if
        Subtenant shall make an assignment of all or a portion of its property for
        the
        benefit of creditors, or file a petition in bankruptcy or insolvency or for
        reorganization or arrangement or for the appointment of a receiver of all
        or a
        portion of its property; or if Subtenant shall have filed against it a petition
        in bankruptcy or insolvency or for reorganization or arrangement or for the
        appointment of a receiver of all or a portion of its property and such petition
        shall not be vacated or withdrawn within sixty (60) days after the date of
        filing thereof; or if a permanent receiver shall be appointed for all or
        a
        portion of the property of Subtenant. In case of any default hereunder, then,
        in
        addition to all other remedies (including those incorporated herein by
        reference) available to Sublandlord, Sublandlord shall have the right to
        terminate this Sublease on three (3) days’ prior written notice to Subtenant,
        upon which Sublandlord shall have the immediate right of re-entry and may
        remove
        all persons and property from the Subleased Premises by summary
        proceedings.

       

      21.  RIGHT
        TO CURE SUBTENANT’S DEFAULTS.
        If
        Subtenant shall at any time fail to make any payment or perform any other
        obligation of Subtenant hereunder, then Sublandlord shall have the right,
        but
        not the obligation, after the lesser of five (5) Business Days’ written notice
        to Subtenant or the time within which the Overlandlord may act on Sublandlord’s
        behalf under the Overlease, or without notice to Subtenant in the case of
        any
        emergency, and without waiving or releasing Subtenant from any obligations
        of
        Subtenant hereunder, to make such payment or perform such other obligation
        of
        Subtenant in such manner and to such extent as Sublandlord shall deem necessary,
        and in exercising any such right, to pay any reasonable incidental costs
        and
        expenses, employ attorneys, and incur and pay reasonable attorneys’ fees and
        disbursements. Subtenant shall pay to Sublandlord not more than twenty (2)
        days
        from written demand all sums so incurred and paid by Sublandlord and all
        necessary reasonable incidental costs and expenses of Sublandlord in connection
        therewith, together with interest thereon at the rate of one and one-half
        percent (1-1/2%) 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.

       

      
        
          
          

        

        
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      22.  BROKERAGE.
        Sublandlord
        and Subtenant represent to each other that they have dealt with no broker,
        finder or other similar person in bringing about this Sublease other than
        Newmark Knight Frank and Cushman & Wakefield (the “Brokers”). Sublandlord
        and Subtenant agree to indemnify, defend and hold harmless, the other from
        and
        against any claims made by any broker, finder or other person for a brokerage
        commission, finder’s fee, or similar compensation other than the Brokers, by
        reason of or in connection with this Sublease, and any loss, liability, damage,
        cost and expense (including, without limitation, reasonable attorneys’ fees and
        disbursements or the reasonable value of legal services rendered by Sublandlord
        on behalf of itself in connection with such claims) in the event the
        representation set forth above and made by such party shall be untrue.
        Sublandlord shall pay all fees or commissions due and owing to the
        Brokers.

       

      23.  LIABILITY
        OF SUBLANDLORD.
        Subtenant
        shall look only to Sublandlord’s estate and interest in the Building (or the
        proceeds thereof) for the satisfaction of Subtenant’s remedies or for the
        collection of any judgment (or other judicial process) in the event of any
        default by Sublandlord under this Sublease. Subtenant shall not look to any
        other property or assets of Sublandlord or the partners of Sublandlord, nor
        shall any of Sublandlord, its affiliates or the shareholders, officers or
        directors of Sublandlord be subject to levy, execution or other enforcement
        procedure for the satisfaction of Subtenant’s remedies under or with respect to
        this Sublease, the relationship of Sublandlord and Subtenant hereunder or
        Subtenant’s use and occupancy of the Subleased Premises, nor shall anything
        contained in this Sublease be construed to permit Subtenant to offset any
        claim
        or sum against any Fixed Rent, Additional Rent or other charge due
        hereunder.

       

      24.  WAIVER
        OF JURY TRIAL AND RIGHT TO COUNTERCLAIM.
        Subtenant
        and Sublandlord hereby waive all right to trial by jury in any summary or
        other
        action, proceeding or counterclaim arising out of or in any way connected
        with
(a) this
        Sublease, (b) the
        relationship of Sublandlord and Subtenant hereunder, (c) the
        Subleased Premises or the use and occupancy thereof, and (d) any
        claim of injury or damages in connection the Subleased Premises or the use
        and
        occupancy thereof Subtenant also hereby waives all rights to assert or interpose
        a counterclaim (excepting compulsory counterclaims) in any summary proceeding
        or
        other action or proceeding to recover or obtain possession of the Subleased
        Premises.

       

      25.  NO
        WAIVER.
        The
        failure of either party to insist in any one or more cases upon the strict
        performance or observance of any obligation of the other party hereunder
        or to
        exercise any right or option contained herein shall not be construed as a
        waiver
        or relinquishment for the future of any such obligation of the other party
        or
        any right or option of such party. Sublandlord’s receipt and acceptance of Fixed
        Rent or Additional Rent, or Sublandlord’s acceptance of performance of any other
        obligation by Subtenant, with knowledge of Subtenant’s breach of any provision
        of this Sublease, shall not be deemed a waiver of such breach. No waiver
        by
        Sublandlord or Subtenant of any term, covenant or condition of this Sublease
        shall be deemed to have been made unless expressed in writing and signed
        by the
        party making such waiver.

       

      
        
          
          

        

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

       

      27.  SUCCESSORS
        AND ASSIGNS.
        The
        provisions of this Sublease, except as herein otherwise specifically provided,
        shall extend to, bind and inure to the benefit of the parties hereto and
        their
        respective legal representatives and successors and permitted assigns. In
        the
        event of any assignment or transfer of Sublandlord’s interest under the
        Overlease, the transferor or assignor, as the case may be, shall be and hereby
        is entirely relieved and freed of all obligations under this Sublease, accruing
        from and after the date of such transfer, and provided that the assignee
        or
        transferee assumes all such obligations (in writing).

       

      28.  INTERPRETATION.
        Irrespective
        of the place of execution or performance, this Sublease shall be governed
        by and
        construed in accordance with the laws of the State of New York. If any provision
        of this Sublease or the application thereof to any person or circumstance
        shall,
        for any reason and to any extent, be invalid or unenforceable, the remainder
        of
        this 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 Sublease are solely for convenience of reference and shall not affect
        its interpretation. This Sublease shall be construed without regard to any
        presumption or other rule requiring construction against the party causing
        this
        Sublease to be drafted. If any words or phrases in this Sublease shall have
        been
        stricken out or otherwise eliminated, whether or not any other words or phrases
        have been added, this Sublease shall be construed as if the words or phrases
        so
        stricken out or otherwise eliminated were never included in this 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 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 Sublease unless otherwise
        expressly provided. All terms and words used in this 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 Sublease shall mean a natural person or persons, a partnership,
        a
        limited liability company, a corporation or any other form of business or
        legal
        association or entity.

       

      
        
          
          

        

        
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      29.  SECURITY.
        

       

      (a)  Subtenant
        has deposited with Sublandlord the sum of Six Hundred Twenty One Thousand
        Three
        Dollars and No Cents ($621,003.00) as security for the faithful performance
        and
        observance by Subtenant of the terms, provisions and conditions of this Sublease
        which shall be held by Sublandlord in a segregated interest bearing account
        (or
        sub-account) and in compliance with applicable laws (interest earned, after
        deduction of permitted statutory administration fees shall, provided Subtenant
        is not then in default under the terms of this Sublease, be paid to Subtenant
        not more frequently than annually after written demand therefore from Subtenant
        to Sublandlord). It is agreed that in the event Subtenant defaults (beyond
        any
        applicable notice and/or grace period) in respect of any of the terms,
        provisions and conditions of this Sublease, including, but not limited to,
        the
        payment of Fixed Rent and/or Additional Rent, Sublandlord may use, apply
        or
        retain the whole or any part of the security so deposited to the extent required
        for the payment of any Fixed Rent and/or Additional Rent and/or any other
        sum as
        to which Subtenant is in default (beyond any applicable notice and/or grace
        period) or for any sum which Sublandlord may expend and/or may be required
        to
        expend by reason of Subtenant’s default (beyond any applicable notice and/or
        grace period) in respect of any of the terms, covenants and conditions of
        this
        Sublease, including, but not limited to, any damages or deficiency in the
        re-letting of the Subleased Premises whether such damages or deficiency accrued
        before or after summary proceedings or other re-entry by Sublandlord and/or
        the
        reasonable costs of enforcement of this Sublease incurred by Sublandlord.
        In the
        event that the Sublandlord shall apply all or any part of the amount being
        held
        as security, then Subtenant shall, within ten (10) days of demand therefor,
        replenish the amount held by Sublandlord to the amount set forth above as
        the
        original security deposit. In the event that Subtenant shall fully and
        faithfully comply with all of the terms, provisions, covenants and conditions
        of
        this Sublease, the security shall be returned to Subtenant promptly after
        the
        date fixed as the end of the Sublease and after delivery of entire legal
        possession of the Subleased Premises (and the furniture and fixtures described
        in Section 35 of this Sublease) to Sublandlord in the condition required
        pursuant to the terms of this Sublease. In the event of a sale or other transfer
        of the interest of Sublandlord in the Overlease or the master leasing of
        the
        Building, of which the Subleased Premises form a part, Sublandlord shall
        transfer the security to the vendee or lessee and Sublandlord shall thereupon
        be
        released by Subtenant from all liability for the return of such security
        and
        Subtenant agrees to look to the new Sublandlord 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 Sublandlord. Subtenant
        further covenants that it will not assign or encumber or attempt to assign
        or
        encumber the monies deposited herein as security and that neither Sublandlord
        nor its successors or assigns shall be bound by any such assignment,
        encumbrance, attempted assignment or attempted encumbrance.

       

      (b)  In
        lieu
        of the cash security deposit provided for in Section 29(a) hereof,
        Subtenant may at any time during the Term or upon the execution and delivery
        of
        this Sublease by the parties hereto deliver to Sublandlord and shall thereafter,
        except as otherwise provided herein, maintain in effect at all times during
        the
        term hereof, a clean, irrevocable letter of credit, in form and substance
        reasonably satisfactory to Sublandlord, (provided that the form of such letter
        of credit shall be delivered to and approved by Sublandlord in draft form
        prior
        to its issuance), in the amount of the security required pursuant to this
        Section 29, issued by a commercial bank reasonably satisfactory to
        Sublandlord and having its principal place of business or its duly licensed
        branch or agency in the City of New York where drafts on the letter of credit
        may be presented for payment. Draws may be made under such letter of credit
        without any additional instruments or documentation other than a simple draft.
        Such letter of credit shall have an expiration date no earlier than the first
        anniversary of the date of issuance thereof and shall be automatically renewed
        from year to year unless terminated by the issuer thereof by notice to
        Sublandlord given by certified or registered mail, return receipt requested
        not
        less than thirty (30) days prior to the expiration thereof. Except as otherwise
        provided in this Section 29, Subtenant shall, throughout the term of this
        Sublease deliver to Sublandlord, in the event of the termination of any such
        letter of credit, replacement letters of credit in lieu thereof (each such
        letter of credit and such extensions or replacements thereof, as the case
        may
        be, is hereinafter referred, to as a “Security Letter”) no later than thirty
        (30) days prior to the expiration date of the preceding Security Letter.
        The
        term of each such Security Letter shall be not less than one (1) year and
        shall
        be automatically renewable from year to year as aforesaid. If Subtenant shall
        fail to obtain any replacements of a Security Letter within the time limits
        set
        forth in this Section 29(b), Sublandlord may draw down the full amount of
        the existing Security Letter and retain the same as security hereunder.
        Subtenant shall have the right to substitute for any Security Letter then
        being
        held by Sublandlord a substitute Security Letter which satisfies all of the
        requirements of this Section 29(b), provided that Sublandlord shall not be
        obligated to relinquish the Security Letter then being held by Sublandlord
        until
        such new Security Letter has been delivered to Sublandlord. Should Sublandlord
        be entitled to draw upon a Security Letter, the proceeds thereof may be applied
        to the same extent as if a cash security deposit had been posted. Should
        Sublandlord be entitled to draw upon a Security Letter, then within ten (10)
        days of demand therefor, Subtenant shall provide either cash, a new Security
        Letter or an amendment to the existing Security Letter so that the Sublandlord
        shall be holding in cash security or the undrawn amounts of Security Letters,
        the amount set forth above as the original security deposit.

       

      
        
          
          

        

        
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      (c)  In
        the
        event of a sale, transfer or assignment of the Overlease, Sublandlord shall
        have
        the right to require Subtenant to deliver a replacement Security Letter naming
        the new Sublandlord as beneficiary and, if Subtenant shall fail to timely
        deliver the same within ten (10) Business Days after written request therefor,
        to draw down the existing Security Letter and retain the proceeds as security
        hereunder until a replacement Security Letter is delivered. Subtenant hereby
        acknowledges and agrees that in connection with any transfer by Sublandlord
        or
        its successors or assigns hereunder of Sublandlord’s interest in the Security
        Letter, and the delivery of a replacement Security Letter as provided herein,
        Subtenant shall be solely liable to pay any transfer fees charged by the
        issuing
        bank to Sublandlord or the transferee in connection with any such transfer
        of
        the Security Letter, as Additional Rent hereunder, within twenty (20) days
        after
        delivery to Subtenant of an invoice therefor.

       

      (d)  Provided
        Subtenant is not then in default beyond the expiration of any applicable
        notice
        and cure period provided herein for the cure thereof (if any), and further
        provided that Subtenant has not been in default hereunder beyond the expiration
        of any applicable notice and cure period provided herein for the cure thereof
        (if any) at any time during the Term hereof, then, the amount of the Security
        Deposit shall be reduced to twelve months of the then Fixed Rent upon the
        earlier of (i) Subtenant
        achieving revenues in excess of twenty million dollars, annualized revenue,
        for
        four (4) consecutive quarters; or (ii) receipt
        by Sublandlord of twenty four (24) months of payment of Fixed Rent and
        Additional Rent.

       

      (e)  After
        the
        sixtieth (60th)
        month
        following the Rent Commencement Date and provided that: (i) Subtenant
        shall have annualized revenues exceeding Twenty Million Dollars
        ($20,000,000.00); (ii) Subtenant
        is not then in default beyond the expiration of any applicable notice and
        cure
        period provided herein for the cure thereof (if any); (iii) Subtenant
        has not been in default hereunder beyond the expiration of any applicable
        notice
        and cure period provided herein for the cure thereof (if any) at any time
        during
        the Term hereof, then, upon written request by Subtenant, the amount of the
        Security Deposit shall be reduced to nine (9) months of the then Fixed
        Rent.

       

      30.  POSSESSION.
        If
        Sublandlord is unable to give possession of the Subleased Premises on the
        Rent
        Commencement Date, Sublandlord shall not be subject to any liability for
        failure
        to give possession on said date and the validity of this Sublease shall not
        be
        impaired under such circumstances, nor shall the same be construed in any
        wise
        to extend the term of this Sublease, but, provided Subtenant is not responsible
        for the inability to obtain possession, the rent payable hereunder shall
        be
        abated until after Sublandlord shall have given written notice that the
        Sublandlord is able to deliver possession as required by the terms of this
        Sublease. The provisions of this Article are intended to constitute “an express
        agreement to the contrary” within the meaning of Section 223-a of the Real
        Property Law.

       

      
        
          
          

        

        
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      31.  INDEMNIFICATION
        OF SUBTENANT.
        Wherever
        in the Overlease it is provided that the Overlandlord shall indemnify and/or
        hold harmless the tenant thereunder, then, for purposes of incorporation
        by
        reference herein, Sublandlord shall indemnify and/or hold harmless Subtenant
        only if, as and when and to the extent Sublandlord shall actually receive
        any
        monies, deductions, abatements or setoffs from the Overlandlord by reason
        of
        such indemnity or hold harmless agreement, and then only after deducting
        the
        reasonable costs, including, without limitation, reasonable attorneys’ fees and
        disbursements (and/or the reasonable value of legal services rendered by
        Sublandlord on behalf of itself in the case where a sophisticated tenant
        would
        have incurred outside attorneys’ fees), incurred by Sublandlord in obtaining
        same, which net amounts shall be shared by Sublandlord, any other occupant
        of
        the Premises and Subtenant in proportion to each party’s actual damages incurred
        by each of them by reason of the act or omission giving rise to the payment
        of
        such monies, deductions, abatements or setoffs. The provisions of the foregoing
        sentence shall not be construed to limit or release Sublandlord’s liability
        under such indemnity provisions for the wrongful acts or omissions of
        Sublandlord and its officers, directors, agents, contractors and employees.
        Wherever in the Overlease it is provided that the landlord thereunder shall
        pay
        to the tenant thereunder any sums received by the landlord thereunder as
        proceeds of any insurance policies, then, for purposes of incorporation by
        reference herein, Sublandlord shall pay such proceeds to Subtenant only if,
        as
        and when and to the extent that Sublandlord shall actually receive such proceeds
        from the landlord under the Overlease, and then only after deducting the
        reasonable costs, including, without limitation, reasonable attorneys’ fees and
        disbursements (and/or the reasonable value of legal services rendered by
        Sublandlord on behalf of itself in the case where a sophisticated tenant
        would
        have incurred outside attorneys’ fees) incurred by Sublandlord in obtaining
        same, which net proceeds shall be shared by Sublandlord, any other occupant
        of
        the Premises and Subtenant in proportion to each party’s actual damages incurred
        by each of them by reason of the act or omission giving rise to such insurance
        proceeds. In all events no such monies, deductions, setoffs or insurance
        proceeds shall be paid to Subtenant in excess of the loss or damage actually
        incurred by Subtenant.

       

      32.  EXECUTION;
        COUNTERPARTS.
        This
        Sublease shall not become binding upon Sublandlord or Subtenant, and Subtenant
        shall have no rights with respect to the Subleased Premises for any period
        on or
        after the Commencement Date, either pursuant hereto or otherwise, unless
        and
        until Sublandlord and Subtenant shall each have executed and delivered a
        fully
        executed copy of this Sublease to each other. Notwithstanding the foregoing,
        this Sublease may be executed in multiple counterparts which, when taken
        together, shall be deemed to constitute one and the same
        instrument.

       

      
        
          
          

        

        
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      33.  STATUS
        OF SUBTENANT.
        Subtenant
        hereby represents and warrants to Sublandlord: (i) that
        it is a duly organized and validly existing corporation under the laws of
        the
        State of Delaware and it is qualified to do business in the State of New
        York;
(ii) the
        Subtenant’s financial statements provided to Sublandlord are true, complete,
        correct and accurate in all material respects; (iii) the
        obligations to be performed by Subtenant hereunder have been duly authorized
        by
        Subtenant by all requisite action and in accordance with its organizational
        documents and operating agreements; and (iv) this
        Sublease is valid and binding against the Subtenant in all respects. The
        individual signing this Sublease on behalf of Subtenant hereby represents
        and
        warrants to Sublandlord that such individual has the power and authority
        to bind
        Subtenant to all of the terms hereof. This Sublease shall be interpreted
        and
        enforced under the laws of the State of New York. Subtenant does hereby agree
        to
        be subject to the jurisdiction and to the venue of the courts of the State
        of
        New York or the federal district court for the Southern District of New York
        for
        any action, suit or proceeding relating to this Sublease, and that service
        may
        be made upon Subtenant in accordance with the Notice provisions of this
        Sublease.

       

      34.  INTENTIONALLY
        OMITTED.

       

      35.  FURNITURE.
        Subtenant
        acknowledges that Sublandlord shall deliver possession of Subleased Premises
        with the existing furniture in the Subleased Premises (excluding specifically,
        Sublandlord’s trade fixtures, business equipment, computer systems, and
        telephone system and employee’s furnishings, except as otherwise provided in
        this Sublease). The existing furniture will remain the property of Sublandlord
        at all times. Upon the Expiration Date, or the earlier termination of this
        Sublease, it shall be Subtenant’s obligation to remove Subtenant’s other
        furniture, fixtures, business equipment and employee possessions (i.e. other
        than the furniture and fixtures in the Subleased Premises as of the delivery
        of
        possession to Subtenant) from the Subleased Premises and to deliver the
        Subleased Premises and existing furniture in its present condition and repair
        subject to reasonable wear and tear (and damage by fire or other casualty
        excepted if Subtenant has properly insured same and provided the proceeds
        of
        such coverage are paid over the Sublandlord at the expiration or sooner
        termination of this Sublease, unless Subtenant has used such proceeds to
        replace
        such furniture), in broom clean condition, and free of other personal property
        and debris. Sublandlord has not and does not now make any representations
        or
        warranties, express or implied, with regard to such furniture and the Subtenant
        agrees to accept same in its present “as is” condition, subject to normal wear
        and tear between the date hereof and the Commencement Date. Subtenant shall
        not
        dismantle and/or remove the furniture provided hereunder except with
        Sublandlord’s consent (and if consent is so granted the same shall be stored and
        insured as reasonably required by Sublandlord at Subtenant’s cost and expense).
        Attached hereto as Exhibit
        B
        and made
        a part hereof is a furniture inventory identifying the furniture which is
        owned
        by Sublandlord and being made available to Subtenant pursuant to the terms
        of
        this Section 35.

       

      36.  SIGNAGE.
        Except
        to
        the extent provided to other subtenants of the Building (which presently
        includes a placard at the security desk), Subtenant shall not be entitled
        to
        signage in the Building lobby; provided, however, with the prior written
        consent
        of Sublandlord, not to be unreasonably withheld, conditioned or delayed,
        Subtenant may adorn the easterly entranceways to the Subleased Premises with
        a
        sign consistent with the character and finish of the Building’s interiors (which
        sign will be removed and any damage repaired at Subtenant’s sole cost and
        expense upon the Expiration Date or earlier termination of this Sublease).
        Notwithstanding the foregoing, if and to the extent other subtenants of the
        Building that are not Affiliates of Sublandlord are provided signage in the
        lobby, Subtenant will be provided with similar signage. Sublandlord shall
        provide a proportionate share of Sublandlord’s directory listings rights of the
        Building’s directory system.

       

      
        
          
          

        

        
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      37.  HOLDOVER.
        Supplementing
        and modifying Article 34 of the Overlease which is incorporated in this
        Sublease by reference pursuant to Section 3(a) of this Sublease, in
        addition to and not in limitation of any and all rights and remedies Sublandlord
        shall have in the event of a holdover by Subtenant beyond the Expiration
        Date or
        earlier termination of this Sublease, Subtenant shall be liable to Sublandlord
        for any direct consequential losses, damages, claims, costs, fees and/or
        expenses occasioned as a result of Subtenant remaining in
        possession.

       

      38.  RULES
        AND REGULATIONS.
        At
        any
        time and from time to time, Sublandlord shall have the right upon reasonable
        prior notice to Subtenant to institute reasonable rules and regulations
        governing the use and occupancy of the Subleased Premises and the common
        areas
        of the Building to which Subtenant has access, the use of the Building Systems
        and the use of vendors servicing Subtenant; provided all such rules shall
        be
        enforced in a non-discriminatory manner against all other subtenants of the
        Building who are not Affiliates of Sublandlord. Sublandlord covenants that
        the
        initial rules and regulations will be substantially comparable with those
        of
        other first class office buildings in the Times Square area (i.e. 3 and 5
        Times
        Square).

       

      39.  QUIET
        ENJOYMENT.
        Sublandlord
        covenants that during the term of this Sublease, Subtenant shall have quiet
        and
        peaceable possession of the Subleased Premises, without hindrance or molestation
        by Sublandlord or any person claiming through or under Sublandlord, subject
        to
        the terms, covenants, conditions and provisions of this Sublease, the Overlease,
        any Superior Lease (as defined in the Overlease), any Superior Mortgage (as
        defined in the Overlease), and all covenants, conditions, restrictions,
        easements, encumbrances, agreements, documents, and instruments now of
        record.

       

      40.  DAMAGE
        AND DESTRUCTION.
        Anything
        in this Sublease to the contrary notwithstanding, (a) in
        the event of damage or destruction to the Subleased Premises or the material
        services relating thereto (i.e., heat, air conditioning, elevator service,
        electricity and water) or the means of ingress or egress therefrom by fire
        or
        other casualty, whether to the Building or otherwise (collectively, “Casualty”)
        and Sublandlord or Overlandlord has not substantially completed its portion
        of
        the restoration of the affected portion of the Subleased Premises to
        substantially its condition immediately prior to the Casualty (excepting
        any
        leasehold improvements made by Subtenant) within 270 days from the occurrence
        of
        such Casualty (and provided access to the Subleased Premises is also restored),
        then the Subtenant may elect to terminate this Sublease on notice to the
        Sublandlord at any time after such 270 day period and before the completion
        of
        such restoration, or (b) if
        the Casualty shall occur in the last eighteen (18) months of the term of
        this
        Sublease, then, provided the Casualty was not caused by the uninsurable acts
        or
        omissions of Subtenant, its partners, officers, directors, employees, agents,
        contractors, representatives, invitees, permitted assigns, or affiliates,
        Subtenant may terminate this Sublease by written notice to Sublandlord within
        30
        days following the receipt of notice by Sublandlord that such restoration
        cannot
        be completed within the 270-day period. Such notice by Sublandlord shall
        be
        given within 45 days of the Casualty. If Subtenant elects to terminate under
        this provision, this Sublease shall terminate on the date of the occurrence
        of
        the Casualty as the effective date of termination. Within 30 days of the
        date
        that Subtenant has delivered the foregoing notice of termination, Subtenant
        shall vacate and surrender possession of the Subleased Premises, Fixed Rent,
        Additional Rent and other amounts payable under this Sublease shall be prorated
        as of such effective date and the parties shall have no further obligations
        hereunder. A determination as to the time necessary to substantially restore
        the
        Subleased Premises shall be made promptly after such occurrence by a licensed,
        reputable general contracting firm or architect, and if such contractor or
        architect shall determine that the Subleased Premises cannot be restored
        within
        such 270-day period, Subtenant may terminate this Sublease.

       

      
        
          
          

        

        
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      41.  NO
        RECORDING.
        Subtenant
        shall not record this Sublease or any memorandum of this Sublease. If Subtenant
        records this Sublease or any memorandum of this Sublease, the Subtenant shall
        be
        deemed at Sublandlord’s option to have committed an incurable default.
        Sublandlord may then record a “Notice of Termination” of this Sublease, which
        shall be effective without Tenant’s signature.

       

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        BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK

       

      
        
          
          

        

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

      
        	 	 	 
	 	SUBLANDLORD:
	 	 
	 	LIVE NATION WORLDWIDE, INC.
                f/k/a
	 	 
	 	SFX
                ENTERTAINMENT, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Kathy
                Willard
	 	
                
Name:
Kathy
                Willard
	 	Title: 
Executive
                Vice President and Chief Accounting
                Officer


      

       

      
        	 	 	 
	 	SUBTENANT:
	 	 
	 	
                FLAGSHIP
                  PATIENT ADVOCATES, INC.

              
	 
 	 
 	 
 
	 	By:  	/s/ Fred
                F.
                Nazem
	 	
                
Name:
Fred
                F. Nazem
	 	Title: Chairman and Chief Executive Officer


      

       

       

      
        
          
          

        

        
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