LEASE AGREEMENT

Lease Agreement

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COMMUNITY PARTNERS BANCORP | STAVOLA LEASING, LLC | TWO RIVER COMMUNITY BANK

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Title: LEASE AGREEMENT
Governing Law: New Jersey Date: 11/10/2005

Exhibit 10.14

LEASE AGREEMENT

BY AND BETWEEN

STAVOLA LEASING, LLC

656 SHREWSBURY AVE.

TINTON FALLS

AND

TWO RIVER COMMUNITY BANK

APRIL , 2000

<PAGE>

TABLE OF CONTENTS

-----------------

Demised Premises 1

Article One Term 1

Article Two Payment Of Rent 2

Article Three Repairs And Care 3

Article Four Landlord's Responsibility For Repair & Care 4

Article Five Glass, etc. Damage Repairs 4

Article Six Alternations, Improvements 4

Article Seven Signs 5

Article Eight Compliance With Laws 6

Article Nine Liability Insurance 6

Article Ten Assignment 7

Article Eleven Restriction of Use 9

Article Twelve Mortgage Priority 9

Article Thirteen Condemnation, Eminent Domain 10

Article Fourteen Fire & Other Casualty 10

Article Fifteen Reimbursement of Landlord 11

Article Sixteen Inspection & Repair 11

Article Seventeen Right to Exhibit 12

Article Eighteen Increase of Insurance Rates 12

Article Nineteen Removal of Tenant's Property 13

Article Twenty Remedies Upon Tenant's Default 13

Article Twenty-One Termination on Default 14

Article Twenty-Two Non-Liability of Landlord 15

Article Twenty-Three Non-Waiver of Landlord 16

Article Twenty-Four Non-Performance by Landlord 16

Article Twenty-Five Validity of Lease 16

Article Twenty-Six Notices 16

Article Twenty-Seven Title & Quiet Enjoyment 17

Article Twenty-Eight Entire Contract 17

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Article Twenty-Nine Mechanic's Liens 17

Article Thirty Security 17

Article Thirty-One Due Date for Payment 18

Article Thirty-Two Habitual Late Payment Clause 18

Article Thirty-Three Non-Sufficient Funds Clause 18

Article Thirty-Four Late Fee 18

Article Thirty-Five Application of Minimum Rent 19

Article Thirty-Six Interest 19

Article Thirty-Seven Attorney's Fees 19

Article Thirty-Eight Refuse Removal 19

Article Thirty-Nine Operating Expenses (CAM Charges) 20

Article Forty H.V.A.C. 20

Article Forty-One Holdover 20

Article Forty-Two Parking of Business Use Vehicles 21

Article Forty-Three Liability 21

Article Forty-Four Surrender of Premises 21

Article Forty-Five Tenant's Compliance With Environmental, Health and

Safety Requirements 21

Article Forty-Six Conformity with Laws & Regulations 24

Article Forty-Seven Waiver of Trial by Jury 24

Article Forty-Eight Estoppel Certificate 24

Article Forty-Nine General Provisions 25

Article Fifty Broker 26

Signatures 26

<PAGE>

LEASE

-----

THIS LEASE, dated this -- day of April, 2000, by and between STAVOLA

LEASING, LLC, a New Jersey limited liability company, having an office at 175

Drift Road, Tinton Falls, New Jersey, 07724, (mailing address, P.O. Box #482,

Red Bank, New Jersey 07701), hereinafter referred to as "Landlord", and TWO

RIVER COMMUNITY BANK, a New Jersey banking corporation, with office located at

1250 Highway 35 South, Middletown, New Jersey 07748 hereinafter referred to as

"Tenant".

W I T N E S S E T H

- - - - - - - - - -

DEMISED PREMISES

In consideration of the rents and covenants herein set forth herein,

Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, the

premises containing approximately 3650 square feet, actual square footage to be

determined located at the 656 Shrewsbury Avenue, Tinton Falls, New Jersey, as

depicted on Schedule A (hereinafter called "Leased Premises" or "Demised

Premises") and other improvements thereon, hereinafter collectively called

"Building". This Lease shall be for the Term set forth below and subject to the

terms and conditions set forth in this Lease and the Schedules attached hereto.

It is understood and agreed that the architectural design, aesthetic

appeal and use of the Building is and shall remain always in the sole control of

Landlord. Notwithstanding anything to the contrary contained herein, Landlord

does hereby reserve the right from time to time or at any time to make changes

and additions, without restrictions, to the Building, improvements or other

areas, including without limitation, eliminating land, adding other lands,

decreasing or changing the Building, except the Demised Premises, which are

deemed desirable by Landlord, and the making of such changes or additions shall

not invalidate or affect this Lease or any rights hereunder nor constitute an

eviction of Tenant or a breach of this Lease, nor give rise to any claim for

damages.

ARTICLE ONE

TERM

The Term of this Lease shall commence August 1, 2000 ("Term

Commencement Date") and, except as may otherwise be provided herein, the Term

shall expire at the end of ten (10) years from the Term Commencement Date. The

Demised Premises shall be used and occupied only for and for no other purposes

than a retail bank and bank administrative offices to conduct any banking

activities permitted under the laws of the State of New Jersey and any other use

is a violation of this restriction. Rent shall commence thirty (30) days from

the Term Commencement Date (Rent Commencement Date). Landlord and Tenant agree

to execute a writing setting forth the Term Commencement Date, the Expiration

Date and Rent Commencement Date.

<PAGE>

ARTICLE TWO

PAYMENT OF RENT

2.01 Minimum Rent. Tenant covenants to pay to Landlord without

notice, demand, setoff, deduction or abatement at Landlord's address first above

set forth, or at such other place as may hereafter be designated in writing by

Landlord, on the days and in the manner herein prescribed for the payment

thereof, guaranteed minimum rent and additional rent for the Demised Premises as

set forth in this Article.

Tenant covenants to pay a fixed guaranteed minimum annual rent,

herein called "Minimum Rent", as follows:

YEAR 1: $26.00/SF $94,900.00/YEAR $7,908.33/MONTH

YEAR 2: $27.04/SF $98,700.00/YEAR $8,225.00/MONTH

YEAR 3: $28.12/SF $102,638.00/YEAR $8,553.17/MONTH

YEAR 4: $29.24/SF $106,725.00/YEAR $8,893.75/MONTH

YEAR 5: $30.41/SF $111,000.00/YEAR $9,250.00/MONTH

YEAR 6: $31.68/SF $115,440.00/YEAR $9,620.00/MONTH

YEAR 7: $32.90/SF $120,084.00/YEAR $10,007.00/MONTH

YEAR 8: $34.22/SF $125,000.00/YEAR $10,416.67/MONTH

YEAR 9: $35.59/SF $129,900.00/YEAR $10,825.00/MONTH

YEAR 10: $37.00/SF $135,050.04/YEAR $11,254.17/MONTH

The Minimum Rent shall be payable in the monthly amounts in advance on the first

day of each month throughout the Term of this Lease, however, the first month's

Minimum Rent shall be payable in advance upon execution of this Lease, and the

second month's Minimum Rent payable in advance on the first day of the month

following the Term Commencement Date. The Minimum Rent for a period of less than

one calendar month shall be prorated.

2.02 Additional Rent. In addition to the Minimum Rent stipulated

herein, Tenant covenants and agrees to pay to Landlord as additional rent,

hereafter "Additional Rent", all other sums and charges which are, pursuant to

the terms of this Lease, to be paid as Additional Rent by the Tenant. Except as

otherwise provided in this Lease, Additional Rent shall be due and payable on

the first day of the month following the date on which Tenant is given notice of

Additional Rent due.

2.03 Late Payment. In the event Tenant shall fail to pay any part of

Minimum Rent and/or Additional Rent when due in accordance with terms of this

Lease, and such default shall continue for 10 days then, in addition to the

Landlord's rights as contained in Article 20, interest shall at Landlord's

option accrue thereon at the rate of fifteen (15%) percent per annum from the

tenth day after the due date to the date of payment.

2.04 Option to Extend Term. So long as Tenant has not been in

default during the Term of this Lease or any previous option period, Tenant

shall have the option to renew the within Lease for two (2), five (5) year

periods. The First Option Period shall commence the day after the expiration of

the original Lease Term and end five years thereafter. The Second Option Period

shall commence the day after the expiration of the First Option Period and end

five (5) years thereafter. Tenant covenants to pay a fixed guaranteed Minimum

Rent for the First and Second Option Periods as follows:

<PAGE>

FIRST, FIVE (5) YEAR OPTION

YEAR 11: $38.48/SF $140,448.00/YEAR $11,704.00/MONTH

YEAR 12: $40.02/SF $146,073.00/YEAR $12,172.75/MONTH

YEAR 13: $41.62/SF $151,920.00/YEAR $12,660.00/MONTH

YEAR 14: $43.28/SF $157,980.00/YEAR $13,165,00/MONTH

YEAR 15: $45.00/SF $164,250.00/YEAR $13,687.50/MONTH

SECOND, FIVE (5) YEAR OPTION

YEAR 16 $46.80/SF $170,820.00/YEAR $14,235.00/MONTH

YEAR 17 $48.67/SF $177,648.00/YEAR $14,804.00/MONTH

YEAR 18: $50.62/SF $184,764.00/YEAR $15,397.00/MONTH

YEAR 19: $52.64/SF $192,132.00/YEAR $16,011.00/MONTH

YEAR 20: $54.75 SF $199,821.00/YEAR $16,651.80/MONTH

Tenant must exercise each renewal option in writing, by certified mail, return

receipt requested, to Landlord, no later than one hundred eighty (180) days

prior to the expiration date of original Lease Term or prior renewal term, as

applicable. Time is "of the essence" with respect to the exercising all renewal

options.

2.05 Utilities. Tenant shall pay when due all the rents or charges

for all utilities used by the Tenant, which are or may be assessed or imposed

upon the Leased Premises, or which are or may be charged to the Landlord by the

suppliers thereof during the Term hereof, and if not paid, such rents or charges

shall be added to and become payable as Additional Rent with the installment of

rent next due or within thirty (30) days of demand therefor, whichever occurs

sooner. If separately metered, Tenant shall register all utility accounts in its

own name.

ARTICLE THREE

REPAIRS AND CARE

Tenant has examined the Leased Premises and has entered into this

Lease without any representation on the part of the Landlord as to the condition

thereof. Landlord shall deliver Leased Premises to Tenant in "as-is" clean

condition, with all walls, partitions, lighting and other fit up, excluding

existing bank counters and bank equipment. Landlord shall make every effort to

provide the bank vault that is currently located in the Leased Premises,

provided however, in the event that the bank vault is removed, Landlord and

Tenant shall adjust the Minimum Rent to provide for the cost of a suitable vault

of the same standard and specification as the existing vault. The Tenant shall

take good care of the Leased Premises and shall, at the Tenant's own cost and

expense, make all repairs, including painting and decorating, and shall maintain

the Leased Premises in good condition and state of repair, and at the end or

other expiration of the Term hereof, shall deliver the Leased Premises in good

order and condition, wear and tear from a reasonable use thereof, and damage by

the elements not resulting from the neglect or fault of the Tenant, excepted.

The Tenant shall neither encumber nor obstruct the sidewalks, driveways, yards,

entrances, hallways and stairs, but shall keep and maintain the same in a clean

condition, free from debris, trash, refuse, snow and ice.

<PAGE>

ARTICLE FOUR

LANDLORD'S RESPONSIBILITY FOR REPAIR & CARE

Tenant stipulates and agrees that the only duty of Landlord for

repair and care of the Leased Premises is the duty to repair, care for and

maintain the structural elements of the Building housing the Leased Premises.

Interior and exterior doors provide access to or through the Leased Premises are

non-structural elements and any and all damage to such doors, no matter what the

cause may be, shall be the repair, replacement and maintenance responsibility of

the Tenant. Landlord shall maintain all other doors in the Common Areas of the

Building. Tenant is advised to protect all non-structural elements with proper

insurance. Any and all requests to Landlord from Tenant for repair must be sent

to Landlord by certified mail.

ARTICLE FIVE

GLASS, ETC. DAMAGE REPAIRS

In case of the destruction of, or any damage to, the glass in the

Leased Premises, or the destruction or damage of any kind whatsoever to the

Leased Premises, the Tenant shall repair the said damage or replace or restore

any destroyed parts of the Leased Premises, as speedily as possible, at the

Tenant's own cost and expense.

ARTICLE SIX

ALTERATIONS, IMPROVEMENTS

6.01 Tenant shall make no alterations, decorations, installations,

additions or improvements (hereinafter "Tenant Changes") in or to the Demised

Premises without in each instance obtaining the Landlord's prior written

consent, and then only by contractors or mechanics subject to Landlord's

approval, which shall not be unreasonably withheld and in conformance with

detailed plans and specifications previously submitted to the Landlord and

subject to the Landlord's prior written approval. All Tenant Changes shall be

done at Tenant's sole cost and expense and at such times and in such manner as

Landlord may from time to time designate. All Tenant Changes upon the Demised

Premises, made by either party (excepting only Tenant's movable trade fixtures)

shall, unless Landlord shall elect otherwise (which election may be made at any

time prior to expiration or other termination of this Lease), become the

property of Landlord, and shall remain upon, and be surrendered with, the

Demised Premises as a part thereof at the end of the Term. In the event Landlord

shall elect otherwise as to any Tenant Changes upon the Demised Premises, the

same shall be removed by Tenant and Tenant shall restore the Demised Premises to

the condition existing immediately prior to such Tenant Changes and such removal

and restoration shall be at Tenant's own cost and expense, which covenant shall

survive the termination of this Lease.

6.02 Tenant agrees that any Tenant Changes shall be done in a good

and workmanlike manner, in conformity with the plans and specifications approved

by Landlord, and shall comply with all laws, ordinances and regulations of all

public authorities having jurisdiction over the Tenant Changes. All salvage in

connection therewith shall be properly disposed of by the Tenant.

6.03 Tenant agrees that it will also procure all necessary permits

before making any Tenant Changes. Landlord agrees that, without cost or expense

to Landlord, it will cooperate

<PAGE>

with Tenant in obtaining such permits. Tenant agrees to pay when due the entire

cost of any work done by or for Tenant upon the Demised Premises so that the

Demised Premises shall at all times be free of liens for labor or materials.

Tenant agrees to require all contractors and materialmen to waive any and all

rights they may have to any mechanics notices of intention and mechanics liens.

Tenant also agrees to indemnify and save Landlord harmless from any and all

liens, and any and all injury, loss, claims, or damages to any person or

property occasioned by or in connection with any Tenant Changes.

6.04 Prior to the commencement of any Tenant Changes that involve

any structural elements of the Demised Premises, Tenant shall also, if

requested, furnish and deliver to the Landlord, at Tenant's sole cost and

expense, performance and payment bonds from a recognized surety licensed to do

business in the State of New Jersey for the performance and payment of Tenant's

Changes. Such bonds are subject to the Landlord's approval as to form and

amount. Tenant shall not be required to post bonds for nonstructural Tenant

Changes.

6.05 All Tenant Changes shall be performed in such manner as not to

interfere with the occupancy of any other tenant in the Building nor delay or

impose any additional expense upon Landlord in the construction, maintenance or

operation of the Building. Throughout the performance of Tenant Changes, Tenant,

at its expense, shall carry or cause to be carried, and duly maintained,

worker's compensation and employers liability insurance in statutory limits, and

general public liability insurance insuring the Landlord against any an all

liability or claims of liability arising out of the performance of the Tenant

Changes, occasioned by or resulting from any accident or otherwise in or about

the Leased Premises for injuries to any person or persons for limits not less

than $1,000,000.00 for injuries to one person and $3,000,000.00 for injuries to

more than one person, in any one accident or occurrence, and for loss or damage

to the property of any persons, for not less than $1,000,000.00, for any

occurrence in or about the Building, on which Landlord and its managing agent,

if any, shall be named as parties insured, with insurers reasonably satisfactory

to Landlord. Tenant shall furnish Landlord with evidence satisfactory to

Landlord that such insurance is in effect before the commencement of Tenant

Changes and, on request, at reasonable intervals thereafter during the

construction of Tenant's Changes.

ARTICLE SEVEN

SIGNS

Tenant shall not place nor allow to be placed any flashing lights,

sound devices, advertisements or signs of any kind whatsoever upon, in or about

the Leased Premises or any part thereof, except for a design and structure and

in or at such places as may be indicated and consented to by Landlord in

writing. In the case the Landlord or the Landlord's agents, employees or

representatives shall deem it necessary to remove any such signs in order to

paint or make any repairs, alterations or improvements in or upon the Leased

Premises, or any part thereof, they may be so removed. Any signs permitted by

the Landlord shall, at all times, conform with all municipal ordinances or other

laws and regulations applicable thereto. Tenant recognizes and stipulates that a

violation of this covenant is a material and substantial breach of the terms and

grounds for termination and eviction, for which Landlord may institute summary

dispossess action in a court of competent jurisdiction. Tenant shall have the

right to seek

<PAGE>

approval of a time and temperature sign to be placed at a location to be

approved by Landlord. Tenant shall secure all necessary governmental approvals

for such signage.

If Tenant's sign is in undesirable condition and/or disrepair,

Landlord may require Tenant to repair/replace sign immediately upon written

notice from Landlord, which notice will state the conditions found to be in

disrepair. If Tenant does not repair or replace such sign, Landlord may remove

sign at Tenant's expense.

ARTICLE EIGHT

COMPLIANCE WITH LAWS

Tenant shall promptly comply with all laws, ordinances, rules,

regulations, requirements and directives of the federal, state and municipal

governments or public authorities and of all their departments, bureaus and

subdivisions applicable to and affecting the Demised Premises, their use and

occupancy, the correction, prevention and abatement or nuisances, violations or

other grievances in, upon or connected with the Demised Premises, during the

Term hereof, and shall promptly comply with all orders, regulations,

requirements and directives of the Board of Fire Underwriters or similar

authority and of any insurance companies which have issued or are about to issue

policies of insurance covering the Demised Premises and its contents, for the

prevention of fire or other casualty, damage or injury, at the Tenant's own cost

and expense.

ARTICLE NINE

LIABILITY INSURANCE

9.01 Tenant, at Tenant's own cost and expense, shall obtain or

provide and keep in full force for the benefit of the Landlord, during the Term

hereof, general public liability insurance insuring the Landlord against any and

all liability or claims of liability arising out of, occasioned by or resulting

from any accident or otherwise in or about the Leased Premises for injuries to

any person or persons for limits not less than $1,000,000.00 for injuries to one

person and $3,000,000.00 for injuries to more than one person, in any one

accident or occurrence, and for loss or damage to the property of any persons,

for not less than $1,000,000.00. The policy or policies of insurance shall be of

a company or companies authorized to do business in New Jersey and shall be

delivered to the Landlord, together with evidence of the payment of the premiums

therefor, not less than fifteen days prior to the commencement of the Term

hereof or of the date when the Tenant shall enter into possession, whichever

occurs sooner. At least thirty (30) days prior to the expiration or termination

date of any policy, the Tenant shall deliver a renewal or replacement policy

with proof of the payment of the premium therefor. The Tenant also agrees to and

shall save, hold and keep harmless and indemnify Landlord from and for any and

all payments, expenses, costs, attorney fees and from and for any and all claims

and liability for losses or damage to the property or injuries to persons

occasioned wholly or in part by or resulting from any acts or omissions by the

Tenant or the Tenant's agents, employees, guests, licensees, invitees,

subtenants, assignees or successors, or for any cause or reason whatsoever

arising out of or by reason of the occupancy by the Tenant and the conduct of

Tenant's business.

In the event that at any time during the Term or any Renewal Term of

this Lease, Landlord shall be advised by its insurance representatives that

increases in one or more insurance

<PAGE>

coverages are reasonably necessary to comply with insurance company

recommendations, Tenant shall secure such increases in coverage to the extent

that such coverages are available.

9.02 All of the aforesaid insurance and any other insurance policies

of the Tenant shall be considered primary insurance, and except for workers

compensation, shall be issued in the name of Tenant and Landlord and any

designees and/or mortgagees of Landlord, as additional insureds, and shall be

written by one or more qualified, licensed insurance companies satisfactory to

Landlord and in form satisfactory to Landlord, which approval shall not be

unreasonably withheld; all such insurance policies shall contain endorsements

providing for at least thirty (30) days prior written notice to Landlord of any

material change in or cancellation of such policy or coverage.

9.03 Tenant shall be solely responsible for payment of premiums and

Landlord (or its designee) shall not be required to pay any premium for such

insurance. Tenant shall deliver to Landlord at least thirty (30) days prior to

the time such insurance is first required to be carried by Tenant, and

thereafter at least forty-five (45) days prior to the expiration of such policy,

either a duplicate original or certificate of insurance and true copy of all

policies procured by Tenant in compliance with obligations hereunder, together

with satisfactory evidence of the payment of the premiums therefor, it being the

intention of the parties hereto that the insurance required under the terms

hereof shall be continuous during the entire term of this lease and renewal, if

any, and any other period of time during which, pursuant to the term hereof,

said insurance is required.

9.04 With respect to the Demised Premises and the contents,

improvements, and betterments therein, Landlord shall not be liable for any

damage by fire or other peril includable in the coverage afforded by the

standard form of all risk property coverage insurance policy (whether or not

such coverage is in effect), no matter how caused, it being understood that the

Tenant will look solely to Tenant's insurer for reimbursement.

9.05 If as a result of the failure of Tenant to comply with the

foregoing provisions, Landlord is adjudged a co-insurer by its insurance

carrier, then any loss or damage Landlord shall sustain by reason thereof shall

be borne by Tenant and shall be immediately paid by Tenant upon demand as

Additional Rent.

ARTICLE TEN

ASSIGNMENT

10.01 Tenant shall not assign, mortgage, hypothecate, pledge, or in

any manner, transfer this Lease or any estate or interest hereunder whether by

operation of law or otherwise (collectively "assign") and shall not sublet the

Demised Premises or any part or parts thereof ("sublet") without the previous

written consent of Landlord in each instance. If Tenant violates the provisions

of this Article 10, Landlord may, in addition to any remedies it has under this

Lease, accept from any assignee, licensee, concessionaire or anyone who claims a

right to any part of the interest of Tenant under this Lease (collectively

"assignee"), or anyone who occupies any part or the whole of the Demised

Premises ("sublessee"), the payment of Minimum Rent and Additional Rent and/or

the performance of any of the other obligations of Tenant under this Lease, but

acceptance shall not be deemed to be a waiver by Landlord of the breach by

Tenant of the provisions of this Article 10, nor a recognition by Landlord that

any such assignee or

<PAGE>

sublessee has succeeded to the rights of Tenant hereunder, nor a release by

Landlord of Tenant from further performance by Tenant of the covenants on

Tenant's part to be performed under this Lease; provided, however, that the net

amount of rent actually collected from any such assignee or sublessee shall be

applied by Landlord to the rent to be paid hereunder. Any consent by Landlord to

any such assignment, transfer, mortgage license or concession or other matter or

thing contained in this Article 10 (collectively "assignment") or subletting

shall not in any way be construed to relieve Tenant from obtaining the prior

written consent of Landlord to any other or future assignment or subletting.

10.02 In the event of a merger or consolidation, or if at any time

during the Term of this Lease, (i) if the Tenant is a corporation and there

shall occur any change in the ownership of, or power to vote, the majority of

the outstanding capital stock of Tenant, or (ii) if the Tenant is a partnership

and/or joint venture and the partners and/or joint venturers, owners, or members

of any such partnership and/or joint venture change in any manner, the Landlord

shall thereafter have the right, at its option, to terminate this Lease by

notice to Tenant. If such option is exercised, the Term of this Lease shall in

no event be earlier than the end of the calendar month in which occurs the

thirtieth (30th) day after the giving of such notice. In any such event, the

collection of rent and/or acceptance by Landlord of the performance of any of

the obligations of Tenant under this Lease shall not be deemed to be a waiver by

Landlord of any of its rights under the provisions of this Section 10.02. This

Section 10.02 shall not be applicable to any corporation in which all of the

outstanding voting stock is, on the date of this Lease, listed on a national

securities exchange (as defined in the Securities Exchange Act of 1934, as

amended), or if sixty percent (60%) or more of the outstanding shares of such

voting stock is on such date owned by any fifty (50) or more shareholders.

10.03 If Landlord consents in writing to an assignment or

subletting, then such consent to an assignment or subletting shall (unless

expressed clearly to the contrary in said consent) be deemed conditioned upon

Tenant's further compliance with the following provisions:

(a) At Landlord's option, the assignment and/or subletting must be,

respectively, of all of Tenant's leasehold interest and of the entire Demised

Premises and, in the case of assignment, shall also transfer to the assignee all

of the Tenant's rights in, and interest under, this Lease including the

security, if any, deposited hereunder. However, notwithstanding anything to the

contrary in this Lease, Tenant, and the guarantor, if any, shall continue to

remain liable, jointly and severally, with any such assignee or subtenant for

all of the obligations of "Tenant" under this Lease.

(b) At the time of such assignment and/or subletting, this Lease

must be in full force and effect without any breach or default thereunder on the

part of the Tenant.

instrument, in form and content satisfactory to Landlord, the due performance of

all of Tenant's obligations under this Lease, including any accrued obligations

at the time of the assignment or subletting.

(d) A copy of the assignment or sublease and the original assumption

agreement (both in form and content satisfactory to the Landlord) fully executed

and acknowledged by the assignee and/or sublessee together with a certified copy

of properly executed corporate resolutions authorizing such documents, shall be

delivered to the Landlord within five (5) days from the effective date of such

assignment or subletting.

<PAGE>

(e) Any permitted sublease or assignment shall be on similar terms

as this Lease insofar as compliance with laws and regulations and permitted uses

are concerned.

(f) Tenant shall reimburse Landlord's reasonable attorney's fees for

examination of and/or preparation of any documents in connection with such

assignment and/or subletting.

(g) Landlord may, as a condition of consenting to any assignment or

subletting, require Tenant and any assignee or sublessee of Tenant to pay to

Landlord as Additional Rent any and all consideration payable to Tenant in

excess of the Minimum Rent required hereunder for the area involved for any

assignment or subletting, as and when such consideration is payable pursuant to

the assignment or sublease. Said consideration to be computed on the basis of

average square foot rent for the gross square footage Tenant has assigned or

sublet.

If this Lease is assigned or if the Demised Premises or any part

thereof be subleased or occupied by anybody other than Tenant, whether with or

without Landlord's consent, Landlord may collect from the assignee, sublessee,

occupant, licensee or concessionaire, any rental or other charges payable by

Tenant under this Lease, and apply the amount collected to the rental and other

charges herein reserved, but such collection by Landlord shall not be deemed an

acceptance of the assignee, sublessee, occupant, licensee or concessionaire as

tenant nor a release of Tenant from the performance by Tenant of this Lease.

ARTICLE ELEVEN

RESTRICTION OF USE

The Tenant shall not occupy or use the Leased Premises or any part

thereof, nor permit or suffer the same to be occupied or used for any purposes

other than as herein limited, nor for any purpose deemed unlawful, disreputable,

or extra hazardous, on account of fire or other casualty.

ARTICLE TWELVE

MORTGAGE PRIORITY

This Lease shall not be a lien against the Leased Premises in

respect to any first mortgage that may hereafter be placed upon said Leased

Premises. The recording of such mortgage shall have preference and precedence

and be superior and prior in lien to this Lease, irrespective of the date of

recording and the Tenant agrees to execute any instruments, without cost, which

may be deemed necessary or desirable, to further effect the subordination of

this Lease to any such mortgage. A refusal by the Tenant to execute such

instruments shall entitle the Landlord to the option of canceling this Lease,

and the term hereof is hereby expressly limited accordingly.

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ARTICLE THIRTEEN

CONDEMNATION, EMINENT DOMAIN

If the land and premises leased herein or of which the Leased

Premises are a part or any portion thereof, shall be taken under eminent domain

or condemnation proceedings, or if suit or other action shall be instituted for

the taking or condemnation thereof, or if in lieu of any formal condemnation

proceedings or actions, the Landlord shall grant an option to purchase and or

shall sell and convey said premises or any portion thereof, to the governmental

or other public authority, agency, body or public utility, seeking to take said

land and premises or any portion thereof, then this Lease, at the option of the

Landlord, shall terminate, and the Term hereof shall end as of such date as the

Landlord shall fix by notice in writing and the Tenant shall have no claim or

right to claim or be entitled to any portion of any amount which may be awarded

as damages or paid as the result of such condemnation proceedings or paid as the

purchase price for such option, sale or conveyance in lieu of formal

condemnation proceedings and all rights of the Tenant to damages, if any, are

hereby assigned to the Landlord. The Tenant agrees to execute and deliver any

instruments at the expense of the Landlord, as may be deemed necessary or

required to expedite

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