SURRENDER OF LEASE
AGREEMENT, made as of October 21, 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, with its property removed, as
afo
