<PAGE>
Exhibit 10.77
SURRENDER OF LEASE
AGREEMENT, made as of October 21st, 2005 between MACK-CALI SO.
WEST
REALTY ASSOCIATES L.L.C., a New York limited liability company,
having its
principal place of business at 100 Clearbrook Road, Elmsford, New
York 10523
("Owner"), and OPTICARE ACQUISITION CORP., a corporation, having an
office at 4
Executive Plaza, Yonkers, New York ("Tenant").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, Owner and Tenant's predecessor-in interest, Wise
Optical
Vision Group, Inc. f/k/a Wise/Contact US Optical Corporation,
entered into a
written Lease Agreement dated August 11, 2000, as amended by
commencement date
letter dated February 26, 2002, First Amendment dated August 1,
2001, and
commencement date letter dated January 21, 2002 (collectively the
"Lease"),
whereby Owner currently leases to Tenant approximately 27,725
square feet in the
building known as 4 Executive Plaza, Yonkers, New York, for a term
which
currently expires on September 30, 2011; and
WHEREAS, Tenant has represented and warranted to Owner that all
its
business operations have been discontinued or disposed of and that
Tenant is not
in a position to continue with the Lease, and
WHEREAS, based upon said representation and in order to avoid
protracted litigation, the parties desire to terminate the Lease
and to release
each other from their respective obligations, upon the terms and
conditions set
forth herein,
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, each to the
other in hand
paid, IT IS AGREED as follows:
1. The Lease is hereby terminated, and the term demised brought to
an end as of
December 31, 2005 ("Cancellation Date") with the same effect as if
the term of
the Lease were, in and by the provisions of it, fixed to expire on
the
Cancellation Date, and not on September 30, 2011. Notwithstanding
anything
herein to the contrary, at Owner's election, in the event Owner
enters into a
lease with a third party for the demised premises, Owner may, upon
fifteen (15)
days notice to Tenant, recapture the demised premises at any time
prior to the
Cancellation Date and in such event the Cancellation Date shall be
such earlier
date on which Owner elects to recapture the demised premises.
2. Tenant shall surrender the demised premises to Owner in vacant,
broom clean
condition, with all of Tenant's furniture, fixtures and personal
property
removed from the demised premises on or before the Cancellation
Date or such
earlier time, as may be required pursuant to Paragraph 1
hereinabove. Provided
Tenant delivers the demised premises (including the loading dock
area) in
vacant, broom clean condition, wit
