O F F I C E L E A S E A G R E E M E N T BY AND BETWEEN: METROPLEX ASSOCIATES, a New Jersey partnership,

 

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                                                                   EXHIBIT 10.17

 

                    O F F I C E   L E A S E   A G R E E M E N T

 

BY AND BETWEEN:       METROPLEX ASSOCIATES,

                     a New Jersey partnership,

 

                                        as "Landlord"

 

                                     -and-

 

                     HanoverTrade, INC.

                     a Maryland corporation,

 

                                       as "Tenant"

 

PREMISES:             Metroplex Corporate Center II

                     200 Metroplex Drive

                     Township of Edison

                     Middlesex County, New Jersey   08817

 

DATED:                August 3, 2005

 

PREPARED BY:          RICHARD C. STEWART, ESQ.

 

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                                TABLE OF CONTENTS

 

<TABLE>

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                                                       Page

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<S>                <C>                                   <C>

ARTICLE    1         TERM

 

ARTICLE    2        FIXED RENT

 

ARTICLE    3        PROPORTIONATE SHARE

 

ARTICLE    4        INSURANCE

 

ARTICLE    5        COMMON AREAS AND PARKING

 

ARTICLE    6        REPAIRS

 

ARTICLE    7        COMPLIANCE WITH LAW

 

ARTICLE    8        ALTERATIONS AND IMPROVEMENTS

 

ARTICLE    9        CONSTRUCTION LIENS

 

ARTICLE   10        WASTE

 

ARTICLE   11        INSPECTION BY LANDLORD

 

ARTICLE   12        ASSIGNMENT AND SUBLETTING

 

ARTICLE   13        HOLD HARMLESS AND INDEMNIFICATION

 

ARTICLE   14        CASUALTY

 

ARTICLE   15         CONDEMNATION/EMINENT DOMAIN

 

ARTICLE   16        BANKRUPTCY/INSOLVENCY AND

                  DEFAULT OF TENANT

 

ARTICLE   17        SERVICES FURNISHED BY LANDLORD

 

ARTICLE   18        ADDITIONAL RENT

 

ARTICLE   19        ELECTRIC CHARGES

 

ARTICLE   20        NOTICES

 

ARTICLE   21        LESSER AMOUNT OF RENT

 

ARTICLE   22        QUIET ENJOYMENT

 

ARTICLE   23        ARBITRATION

 

ARTICLE   24        LIMITATION OF LANDLORD'S LIABILITY

 

ARTICLE   25        ESTOPPEL NOTICES

 

ARTICLE   26        REMEDIES

 

ARTICLE   27        BROKERAGE COMMISSION

</TABLE>

 

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<TABLE>

<S>                <C>

ARTICLE   28        UNAVOIDABLE DELAYS

 

ARTICLE   29        SUBORDINATION

 

ARTICLE   30        SIGNS

 

ARTICLE   31        NOTICES OF DEFAULT

 

ARTICLE   32        USE

 

ARTICLE   33        LANDLORD'S RIGHT TO MODIFY

 

ARTICLE   34        LATE CHARGES

 

ARTICLE   35        LANDLORD'S RULES AND REGULATIONS

 

ARTICLE   36        CONDITION OF PREMISES

 

ARTICLE   37        ENVIRONMENTAL LAWS

 

ARTICLE   38        INITIAL LEASEHOLD IMPROVEMENTS

 

ARTICLE   39        SECURITY DEPOSIT

 

ARTICLE   40        INTENTIONALLY DELETED

 

ARTICLE   41        HOLDING OVER

 

ARTICLE   42        AUTHORITY OF LEASE SIGNATORIES

 

ARTICLE   43        RIGHT OF FIRST NOTIFICATION

 

ARTICLE 44         MISCELLANEOUS

 

EXHIBIT   A         DIAGRAM OF PREMISES

 

EXHIBIT   B         BUILDING RULES AND REGULATIONS

 

EXHIBIT   C         HVAC PERFORMANCE STANDARDS

 

EXHIBIT   D         CLEANING MAINTENANCE SERVICES

 

EXHIBIT   E         HOLIDAY SCHEDULE

 

EXHIBIT   F         THE dbi PLAN

</TABLE>

 

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                                 LEASE SUMMARY

 

Any reference in this Lease to the following subjects shall incorporate the data

below stated.

 

LANDLORD:                        METROPLEX ASSOCIATES,

                                  a New Jersey partnership

 

LANDLORD'S ADDRESS:              c/o Atlantic Realty Development Corporation

                                90 Woodbridge Center Drive

                                Woodbridge, New Jersey 07095

 

TENANT:                           HanoverTrade, Inc.,

                                a Maryland corporation

 

TENANT'S ADDRESS:                379 Thornall Street

                                Edison, New Jersey 08837

 

PREMISES:                        A portion of the 1st floor of the Building

                                known as Metroplex Corporate Center II

 

GROSS RENTABLE AREA

OF PREMISES:                     10,128 square feet, subject to final measurement

 

LEASE TERM:                      Five (5) "lease years" (as defined in Article 1)

 

OPTION TO RENEW:                 One (1) five (5) year option to renew

 

ANNUAL BASE RENT:                See Article 2 - Fixed Rent

 

TENANT'S PROPORTIONATE SHARE:    8.05%, subject to adjustment as set forth in

                                 Article 3

 

PERMITTED USE:                   General offices

 

BUILDING ADDRESS:                200 Metroplex Drive

                                Edison, New Jersey   08817

 

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                             OFFICE LEASE AGREEMENT

 

            THIS AGREEMENT, made this 3 day of August, 2005 by and between:

 

            METROPLEX ASSOCIATES, a New Jersey partnership, with offices at c/o

            Atlantic Realty Development Corporation, 90 Woodbridge Center Drive,

            Woodbridge, New Jersey 07095 (hereinafter referred to as

            "Landlord"),

 

and

 

            HanoverTrade, INC., a Maryland corporation, with offices at 379

            Thornall Street, Edison, New Jersey 08837 (hereinafter referred to

            as "Tenant").

 

                              W I T N E S S E T H:

 

            THAT Landlord, for and in consideration of the rentals, covenants

and agreements hereinafter reserved, mentioned and contained on the part of

Tenant, its successors and assigns to be paid, kept and performed, has demised

and leased, and by these presents does demise and lease, unto Tenant, and Tenant

does hereby take and hire from Landlord upon and subject to the conditions

hereinafter set forth, the certain premises (the "Premises") constituting a

portion of the 1st floor of the building (the "Building") known as Metroplex

Corporate Center II, 200 Metroplex Drive, Edison, New Jersey 08817. The Building

contains 125,812 square feet of gross rentable area and is located on certain

land (the "Lot") designated as Lot 21 in Block 4A on the Tax Map of Edison, New

Jersey. The Premises have a gross rentable area of approximately 10,128 square

feet of floor area. In addition, Tenant and its agents, employees and invitees

shall have the right, in common with Landlord and other tenants of the Building,

and their respective agents, employees and invitees, to use the common areas and

facilities located at the Building and Lot as provided in Article 5 of this

Lease. A diagram of the Premises is annexed hereto as Exhibit A.

 

            The parties acknowledge that there are multiple methods of computing

rentable area and hereby agree for the purposes of this Lease that the square

footage of the Premises and the Building shall be as set forth hereinabove.

Notwithstanding anything to the contrary contained in this Lease, the recital

herein of the square footage of the Premises is for descriptive purposes only

and Tenant shall have no right to terminate this Lease or receive any adjustment

or rebate of any Fixed Rent or additional rent (as said terms are hereinafter

defined in Article 2) payable hereunder if said recital is incorrect. Tenant

agrees to pay the full Fixed Rent and additional rent set forth herein in

consideration for the use and occupancy of the Premises, regardless of the

actual number of square feet contained therein.

 

            TO HAVE AND TO HOLD the Premises unto Tenant, its successors and

assigns, for a term of five (5) lease years commencing on the Commencement Date

and expiring on the Expiration Date as provided in Article 1 hereof.

 

            IT IS FURTHER understood and agreed by and between the parties

hereto as follows:

 

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                                A R T I C L E 1.

 

                                      TERM

 

            Section 1. The term hereof shall commence on the date (the

"Commencement Date"), which is the later of: (i) October 1, 2005, or (ii) the

date Landlord delivers possession of the Premises and a temporary or permanent

Certificate of Occupancy therefor (the "Certificate of Occupancy") to Tenant

with the "Work" (as hereinafter defined in Article 38), exclusive of so-called

"punch list" items, substantially completed. As used herein, the term

"substantially completed" shall mean that time when the only items of Work to be

completed are those which do not substantially interfere with Tenant's use and

occupancy of the Premises. Should Landlord be delayed in delivering possession

of the Premises or the Certificate of Occupancy to Tenant, or in substantially

completing the Work, by reason of (i) Tenant's failure to complete any work

which it may be performing, (ii) Tenant's failure to prepare and submit plans

required hereunder in a timely manner, (iii) changes in the Work requested by

Tenant, (iv) the unavailability of materials or improvements selected by Tenant,

or (v) any other act or omission of Tenant, the term of this Lease shall

nonetheless commence on the date which is the earlier of (i) the date when

Landlord substantially completes the Work and delivers possession of the

Premises and the Certificate of Occupancy to Tenant as herein provided, or (ii)

the date when Landlord would have substantially completed the Work and delivered

possession of the Premises and the Certificate of Occupancy to Tenant but for

the occurrence of any event of Tenant delay referred to above. The said term

shall expire at 6:00 p.m. on the date (the "Expiration Date") which shall be

five (5) lease years after the Commencement Date.

 

            Section 2. Tenant shall have, and is hereby granted, one (1) option

to renew and extend the term of the Lease from the date upon which it would

otherwise expire, for one (1) renewal term which shall be for a period of five

(5) years (the "Renewal Term"). The Renewal Term shall follow consecutively upon

the expiration of the initial term as hereinabove provided and such Renewal Term

shall, upon commencement thereof, be deemed included in references to "the term

of the Lease" and "the full term of the Lease". Tenant's said option with

respect to the Renewal Term shall be exercised by Tenant giving written notice

to Landlord of Tenant's exercise of same not later than nine (9) months prior to

the expiration date of the initial term. Time is of the essence with respect to

such notice, and failure of Tenant to give such notice within the aforesaid time

period shall constitute a binding and conclusive waiver of Tenant's option with

respect to such Renewal Term. The option to renew and extend the term of the

Lease as hereinabove provided shall not be deemed validly exercised unless

Tenant shall not be in default at the time of either the exercise of such

renewal option or the commencement of the Renewal Term. If Tenant elects to

exercise said renewal option, the full term of the Lease shall be automatically

extended for the Renewal Term without the need for the execution of an extension

or renewal lease. The Renewal Term shall be on all of the same terms and

conditions as are in effect hereunder immediately preceding the commencement

date of the Renewal Term, except that the Fixed Rent during the Renewal Term

shall be as provided in Section 2 of Article 2 hereinbelow. All provisions for

the payment of additional rent shall continue to apply without limitation.

Tenant shall have no further right or option to renew the term of the Lease

after the expiration of the Renewal Term.

 

            Section 3. The first "lease year" shall be the period commencing on

the Commencement Date and ending twelve (12) calendar months thereafter,

provided, however, that if the Commencement Date is not the first day of the

month, the first lease year shall commence on the Commencement Date and end

twelve (12) calendar months from the last day of the month in which the

Commencement Date occurs. Each succeeding twelve (12) calendar month period

thereafter shall be a lease year.

 

            Section 4. Within ten (10) days after either party's request

therefor, the other party shall execute and deliver to such party a written

confirmation of the Commencement Date and the Expiration Date of this Lease.

 

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                                A R T I C L E 2.

 

                                   FIXED RENT

 

            Section 1. Tenant covenants to pay to Landlord for and during the

first and second lease years of the term hereof a minimum annual basic rental

(hereinafter referred to as the "Fixed Rent") in the aggregate amount of Three

Hundred Fifty-Five Thousand Four Hundred Ninety-Two and 80/100 ($355,492.80)

Dollars, at the rate of One Hundred Seventy-Seven Thousand Seven Hundred

Forty-Six and 40/100 ($177,746.40) Dollars per annum, Fourteen Thousand Eight

Hundred Twelve and 20/100 ($14,812.20) Dollars per month. Tenant covenants to

pay to Landlord for and during the third, fourth and fifth lease years of the

term hereof Fixed Rent in the aggregate amount of Five Hundred Forty-Eight

Thousand Four Hundred Thirty-One and 20/100 ($548,431.20) Dollars, at the rate

of One Hundred Eighty-Two Thousand Eight Hundred Ten and 40/100 ($182,810.40)

Dollars per annum, Fifteen Thousand Two Hundred Thirty-Four and 20/100

($15,234.20) Dollars per month.

 

            Section 2. If Tenant exercises its option to renew the term of this

Lease for the Renewal Term, Tenant covenants to pay to Landlord for and during

each lease year of the Renewal Term Fixed Rent in an amount equal to the "Fair

Market Rental Value" of the Premises for and during the Renewal Term determined

as provided in Section 3 of this Article 2.

 

            Section 3. Within ten (10) days after receipt by Landlord of

Tenant's notice exercising Tenant's option to renew the term of the Lease for

the Renewal Term, Landlord shall notify Tenant of Landlord's determination of

the Fair Market Rental Value of the Premises for the Renewal Term. Said Fair

Market Rental Value may be different for each lease year during said Renewal

Term. Within ten (10) days after receipt of Landlord's notice, time being of the

essence with respect thereto, Tenant shall advise Landlord that (a) it accepts

Landlord's determination of the Fair Market Rental Value of the Premises, or (b)

it rejects Landlord's determination of the Fair Market Rental Value of the

Premises. If Tenant fails to advise Landlord within said ten (10) day period,

Tenant shall be deemed to have accepted the Fair Market Rental Value determined

by Landlord. If Tenant rejects Landlord's determination of the Fair Market

Rental Value of the Premises, Tenant shall, at its cost and expense, engage the

services of an independent real estate appraiser, having an MAI designation,

with knowledge and experience of rental values of similar properties in the area

to perform an appraisal to determine the Fair Market Rental Value of the

Premises for the Renewal Term. Such appraiser shall render his or her appraisal

report to Landlord and Tenant not later than thirty (30) days after the date of

Tenant's notice to Landlord rejecting Landlord's determination of the Fair

Market Rental Value of the Premises. If such appraiser shall fail to render such

report within such thirty (30) day period (time being of the essence), Tenant's

rejection of Landlord's determination of the Fair Market Rental Value of the

Premises shall conclusively be deemed to have been waived and the rental for the

Renewal Term shall be as originally determined by Landlord. If the appraiser

shall render his or her report within such thirty (30) day period and the Fair

Market Rental Value so determined shall not be acceptable to Landlord, Landlord

shall have the right, at its cost and expense, to engage the services of an

appraiser, having similar qualifications as those set forth above, to determine

the Fair Market Rental Value of the Premises for the Renewal Term. In the event

that Landlord's appraiser shall determine a Fair Market Rental Value which shall

not differ by more than ten (10%) percent from the Fair Market Rental Value

determined by Tenant's appraiser, the Fair Market Rental Value of the Premises

shall be deemed to be the average of the Fair Market Rental Value determinations

made by Landlord's appraiser and Tenant's appraiser. If Landlord's appraiser

shall determine a Fair Market Rental Value which shall differ more than ten

(10%) percent from the Fair Market Rental Value determined by Tenant's

appraiser, then the two appraisers shall select a third appraiser, having

similar qualifications as those set forth above, and Landlord and Tenant shall

engage the services of such third appraiser to perform an appraisal to determine

the Fair Market Rental Value of the Premises, with Landlord and Tenant each to

pay one-half of the cost of such third appraiser. The appraiser for Landlord and

the appraiser for Tenant shall select such third appraiser within ten (10) days

after Landlord notifies Tenant that such third appraiser is required. Such third

appraiser shall be instructed to render an appraisal report to Landlord and

Tenant not later than thirty days (30) after the date of his or her engagement.

The Fair Market Rental Value of the Premises for the Renewal Term shall be the

Fair Market Rental Value determination of the appraiser selected by Landlord or

Tenant whose determination is closer to the determination of the third

appraiser. The Fair Market Rental Value

 

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of the Premises, as agreed upon by the parties or as determined as hereinabove

provided, shall be final and binding upon both Landlord and Tenant.

Notwithstanding anything to the contrary herein, in no event, shall the Fixed

Rent for any lease year during the Renewal Term be less than the Fixed Rent for

the immediately preceding lease year.

 

            Section 4. Fixed Rent shall be payable in equal monthly

installments, as aforesaid, in advance on the first day of each and every

calendar month of the term hereof in lawful money of the United States of

America at the office of Landlord or at such other place as may hereafter be

designated by Landlord. Fixed Rent for a partial month shall be prorated. If the

Commencement Date shall be other than the first day of a calendar month, Tenant

shall pay, on the Commencement Date, the proportionate amount of Fixed Rent for

the balance of such month. One full monthly installment of Fixed Rent shall be

due and payable upon execution of this Lease by Tenant. Fixed Rent shall be paid

to Landlord without notice or demand and without deduction, set-off or other

charge therefrom or against the same.

 

            Section 5. All sums other than Fixed Rent payable by Tenant under

this Lease shall be deemed to be additional rent regardless of to whom such sums

may be payable. Landlord shall have the same rights and remedies against Tenant

with respect to the nonpayment of additional rent as it has with respect to the

nonpayment of Fixed Rent. The term "rent" in this Lease means Fixed Rent and

additional rent.

 

                                A R T I C L E 3.

 

                              PROPORTIONATE SHARE

 

                        Wherever this Lease shall require Tenant to pay "its

Proportionate Share" of any item of expenditure or of any sum, Tenant's

Proportionate Share shall be deemed to be 8.05% of the total amount of such item

or sum applicable to the Building or the Lot, which Proportionate Share reflects

the agreed upon ratio of the gross rentable area of the Premises to the total

gross rentable area of the Building as set forth herein. Tenant's Proportionate

Share shall be adjusted (i) from time to time if Landlord shall make additions

to or subtractions from the square footage of the floor area of the Building or

the Premises, and (ii) if Landlord shall construct additional buildings on the

Lot or (iii) as set forth in Article 33 hereof.

 

                                A R T I C L E 4.

 

                                   INSURANCE

 

            Section 1. Tenant at its own cost and expense, throughout the term

of this Lease, for its own benefit and for the benefit of Landlord as an

additional named insured thereunder, shall maintain (or reimburse Landlord for

maintaining, if such be the case) general public liability insurance against

claims for personal injury, death, or property damage occurring upon, in or

about the Premises, the Building, or in or about the adjoining streets,

sidewalks, parking areas and passageways, such insurance to afford protection to

the limit of not less than One Million ($1,000,000.00) Dollars in respect to

injury or death to a single person, and to the limit of not less than One

Million ($1,000,000.00) Dollars in respect to any one accident, and to the limit

of not less than One Million ($1,000,000.00) Dollars in respect to property

damage. Such policies shall name Landlord as an additional insured and shall be

primary and non-contributing with any other insurance carried by Landlord.

 

            Section 2. In addition to the insurance required to be carried by

Tenant pursuant to Section 1 of this Article 4, Tenant shall provide Landlord,

at its own cost and expense, and keep in force during the term of this Lease,

(i) fire and casualty insurance with broad form extended coverage, including,

but not limited to, coverage for vandalism and malicious mischief in the amount

of the full replacement cost, from time to time, of Tenant's trade fixtures,

equipment, inventory and other contents of the Premises, and (ii) Worker's

Compensation insurance in accordance with the requirements of the State of New

Jersey.

 

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            Section 3. In the event that Tenant fails to provide any insurance

policy or coverage as required or provided for in this Article 4 and Landlord

elects to obtain same, Tenant shall immediately upon demand reimburse Landlord

for the cost thereof and shall thereafter pay to Landlord in equal monthly

installments in advance together with regularly accruing installments of Fixed

Rent, one-twelfth (1/12) of the estimated annual cost of the premium(s) for such

insurance coverage required to be paid by Tenant, which sums shall be payable by

Tenant to Landlord as additional rent. The monthly sums required to be paid by

Tenant to Landlord thereafter as provided in this Section 3, shall be employed

by Landlord as a fund to replace such insurance policies as same expire.

 

            Section 4. All policies of insurance obtained by Tenant with respect

to the Premises and its use and occupancy thereof and all policies of insurance

required by this Lease shall be written by reputable companies authorized to do

business in New Jersey and shall be acceptable to Landlord and to Landlord's

mortgagee. Such policies shall, if same are procured by Tenant, be delivered to

Landlord and endorsed "premium paid" by the company or agency issuing the same

or shall be accompanied by other evidence satisfactory to Landlord that the

premiums thereon have been paid not less than thirty (30) days prior to the

expiration of any then current policy. All policies obtained by Tenant shall

provide that none of same shall be cancelable unless Landlord shall have

received at least thirty (30) days prior written notice of such cancellation. It

is the intention of the parties that Landlord shall at all times during the term

of this Lease be in possession of paid up policies of insurance which are in

full force and effect.

 

            Section 5. Neither Landlord, its servants, agents or employees, nor

any mortgagee of the Premises shall be liable or responsible for, and Tenant

hereby releases Landlord, its servants, agents or employees and any such

mortgagee of the Premises from, all liability and responsibility to Tenant and

any person claiming by, through or under Tenant, by way of subrogation or

otherwise, for any injury, loss or damage to any person or property in or around

the Premises or to Tenant's business irrespective of the cause of such injury,

loss or damage, and Tenant shall require its insurers to include in all of

Tenant's insurance policies which could give rise to a right of subrogation

against Landlord, its servants, agents or employees, or any mortgagee of the

Premises a clause or endorsement whereby the insurer waives any rights of

subrogation against Landlord, its servants, agents or employees and any such

mortgagee of the Premises or permits the insured, prior to any loss, to agree

with a third party to waive any claim it may have against said third party

without invalidating the coverage under the insurance policy. If such waiver of

subrogation shall not be, or shall cease to be, obtainable without additional

charge or at all, the Tenant shall so notify Landlord promptly after learning

thereof. In such case, if the Landlord shall so elect and shall pay the

insurer's additional charge therefor, such waiver of subrogation shall be

included in the policy.

 

            Section 6. Landlord shall throughout the term of this Lease maintain

fire insurance policies with full extended coverage provisions with respect to

the Building, which insurance coverage shall be in such amounts as shall be

required by Landlord's first mortgagee.

 

                                A R T I C L E 5.

 

                            COMMON AREAS AND PARKING

 

            Section 1. Tenant shall have the nonexclusive right to use, in

common with Landlord and other tenants of the Building (subject to reasonable

rules from time to time made by Landlord), the common lobbies, entrances, exits,

restrooms, elevators of the Building and the parking areas, walkways, sidewalks

and driveways constructed on the Lot (the "Common Areas"). Attached hereto as

Exhibit B are the current Rules and Regulations applicable to the Premises and

the Building.

 

            Section 2. Landlord reserves the following rights in and to the

Common Areas, the Building and the Premises: (a) the right to install, use,

maintain, remove, repair, and replace pipes, ducts, conduits, wires and

appurtenant meters and equipment (hereinafter collectively "Pipes") serving any

part of the Building to be located above ceiling surfaces, below floor surfaces,

within walls, or in central core areas. Landlord reserves the right to relocate

any Pipes whether located within or outside of the Premises; (b) the right to

alter or relocate any of the

 

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Common Areas and to make such changes in, alterations of or deletions from the

Common Areas as Landlord may determine to do, provided, that no such alteration,

relocation or change shall unreasonably interfere with Tenant's use of the

Premises; and (c) the right to use and grant easements on, over or under the Lot

and to dedicate for public use portions thereof without Tenant's consent,

provided that no such grant or dedication shall unreasonably interfere with

Tenant's use of the Premises.

 

            Section 3. Tenant shall also have the non-exclusive right to use in

common with Landlord and other tenants of the Building and their employees and

invitees, on a first come first serve basis, the parking area provided by

Landlord for the parking of passenger automobiles other than parking spaces

designated as "Handicapped Parking", "Loading Area" or as may be otherwise

reserved or allocated (the "Excluded Parking Areas"). Without limiting the

foregoing, a total of four (4) non-designated parking spaces for every 1,000

square feet of gross rentable area contained within the Premises (the "Parking

Ratio") shall be allocated for Tenant's use in the parking area. Landlord may

issue parking permits, install a gate system, and impose any other system as

Landlord deems necessary for the use of the parking area. Tenant agrees that it

and its employees and invitees shall not park their automobiles in any Excluded

Parking Areas, and shall comply with such rules and regulations for use of the

parking area as Landlord may from time to time prescribe. Tenant further agrees

that use of the parking area by Tenant, its employees, customers or invitees

shall not exceed the Parking Ratio. Landlord shall not be responsible for any

damage or theft of any vehicle in the parking area, and shall not be required to

keep parking spaces clear of unauthorized vehicles or to otherwise supervise the

use of the parking area. Landlord reserves the right to change any existing or

future parking area, roads or driveways, or increase or decrease the size

thereof and make any repairs or alterations it deems necessary to the parking

area, roads and driveways and to temporarily revoke or modify the parking rights

granted to Tenant hereunder.

 

                                 A R T I C L E 6.

 

                                    REPAIRS

 

            Section 1. Tenant shall take good care of the Premises and fixtures

and appurtenances therein, and at its own cost and expense make all

non-structural repairs thereto as and when needed to preserve them in good

working order and condition, reasonable wear and tear and damage from the

elements and casualty excepted. Notwithstanding the foregoing, all damage or

injury to the Premises or to any other part of the Building or the Lot, or to

its fixtures or appurtenances, whether requiring structural or non-structural

repairs, caused by the negligence or improper conduct of Tenant, or its

employees, invitees, licensees or agents, shall be repaired promptly by Tenant

at its sole cost and expense or, at Landlord's election, may be repaired by

Landlord in which event Tenant shall, promptly upon demand, reimburse Landlord

for any costs and expenses incurred.

 

            Section 2. All alterations, changes, additions or improvements to

the Premises installed by Tenant (or by Landlord at Tenant's request) shall be

preserved in good working order and repair (and replaced as required) by Tenant

at its sole cost and expense.

 

            Section 3. All repairs and replacements and all other property

attached to the Premises or the Building by or on behalf of Tenant shall,

immediately upon the expiration or earlier termination of the term hereof, be

and become the property of Landlord without payment therefor by Landlord and

shall be surrendered to Landlord upon the expiration or earlier termination of

the term hereof. Upon the expiration or earlier termination of the term hereof,

Tenant shall surrender the Premises to Landlord in good order, condition and

repair, subject to reasonable wear and tear resulting from the Permitted Use.

 

                                       10

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                                A R T I C L E 7.

 

                              COMPLIANCE WITH LAW

 

            Section 1. Tenant covenants throughout the term of this Lease at

Tenant's sole cost and expense, promptly to comply with all laws and ordinances

and the orders, rules, regulations and requirements of all federal, state and

municipal governments and appropriate departments, commissions, boards and

offices thereof and the orders, rules and regulations of any Board of Fire

Underwriters or similar body or agency where the Premises are situated, or any

body, now or hereafter constituted, exercising similar functions, foreseen or

unforeseen, ordinary or extraordinary, relating to Tenant's use and occupancy of

the Premises.

 

            Section 2. Tenant will observe and comply with the requirements of

the carriers of any policy of insurance respecting the Premises and/or the

Building and the requirements of all policies of public liability, fire,

casualty and all other policies of insurance at any time in force with respect

to the Premises and/or the Building and the equipment and contents thereof.

Tenant shall not do, or permit anything to be done in the Premises, or bring or

keep anything therein, which shall, in any way, increase the cost of fire

insurance covering the Premises and/or the Building.

 

            Section 3. In the event that Tenant shall fail or neglect to comply

with the aforesaid laws, ordinances, rules, orders, regulations and

requirements, or any of them, or in case Tenant shall fail or neglect to make

any necessary repairs as and to the extent required of Tenant pursuant to this

Lease, then Landlord or its agents may, without any obligation so to do, enter

the Premises and make said repairs and comply with any and all of the said laws,

ordinances, rules, orders, regulations and requirements at the cost and expense

of Tenant, and in case of Tenant's failure to pay therefor, the said cost and

expense shall be added to the next month's rent, together with interest at 15%

per annum, (or the maximum amount permitted by law, whichever shall be less) and

shall be due and payable as such.

 

                                A R T I C L E 8.

 

                          ALTERATIONS AND IMPROVEMENTS

 

            Section 1. Tenant shall make no structural alterations, changes or

improvements, in, to or about the Premises, without the prior written consent of

Landlord which shall not be unreasonably withheld. Tenant may, at Tenant's

expense, without Landlord's consent but otherwise subject to the provisions of

this Article, make alterations, changes or improvements to the Premises which

are non-structural and which do not affect utility service or plumbing or

electrical lines. In making any alterations, changes or improvements, Tenant

shall, subject to Section 2 of this Article, use contractors or mechanics first

approved in writing by Landlord. If Landlord shall consent to any structural

alteration, change or improvement, working drawings for all work shall be

submitted to Landlord for approval before any such work is performed. Promptly

after completion of any alteration, change or improvement (structural or

non-structural), Tenant shall provide to Landlord "as built" plans showing all

work performed. Without limiting the foregoing, all alterations, changes and

improvements when completed shall be of such a character so that same shall not:

(i) adversely affect the value of the Premises; or (ii) reduce the size of the

Premises or the cubic content thereof; or (iii) change the character of the

Premises. No alteration, change, or improvement shall be undertaken until Tenant

shall have procured and paid for, so far as the same may be required from time

to time, all permits and authorizations of the various governmental agencies

having jurisdiction thereover, and Landlord agrees to join in the application

for such permits or authorizations whenever such action is necessary.

 

            Section 2. Landlord hereby reserves the right, itself, to make or to

cause to be made all alterations, changes or improvements required by Tenant, on

behalf of Tenant, and, with respect to all such alterations, changes or

improvements other than those which are part of the Work, Tenant shall pay

Landlord the actual cost thereof together with ten (10%) percent for overhead

and ten (10%) percent for profit. If Tenant is permitted to perform the work on

its own behalf Landlord shall be entitled to receive ten (10%) percent of the

cost thereof for general

 

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<PAGE>

 

supervision. All alterations, changes or improvements (other than Tenant's trade

fixtures) installed in the Premises shall be and become the property of Landlord

without payment therefor by Landlord, and shall be surrendered to Landlord upon

the expiration or sooner termination of the term of this Lease. Landlord shall

have the right, however, by notice to Tenant prior to the expiration of the term

hereof, to require Tenant to remove any or all of such alterations, changes and

improvements (except those which are part of the Work), in which event the same

shall be removed from the Premises by Tenant, at its expense, prior to the

expiration or sooner termination of the Lease, and Tenant shall restore the

Premises to the condition it was in prior to the installation of the said

alteration, change or improvement. Provided that Tenant shall not be in default

of any of its obligations hereunder, and that all prior defaults shall have been

fully cured at the termination of the term hereof, Tenant shall have the right

to remove its trade fixtures and personal property from the Premises; provided,

however, that Tenant shall, at its own cost and expense, repair any damage

caused by such removal and shall restore the Premises to the condition that it

was in prior to the installation of Tenant's said trade fixtures and personal

property.

 

            Section 3. Except as above specifically contemplated, Tenant shall

not in any manner make or suffer to be made any alterations, changes, additions

or improvements to or of the Premises or the Building.

 

                                A R T I C L E 9.

 

                               CONSTRUCTION LIENS

 

            Tenant shall not suffer or permit any liens, construction liens,

claims, notices of unpaid balance and right to file lien, or the like to be

filed against the Premises or the Building or any part thereof by reason of

work, labor, services, equipment or materials supplied or claimed to have been

supplied to or on behalf of Tenant or anyone holding the Premises or the

Building or any part thereof through Tenant. If any such liens, construction

liens, claims, notices of unpaid balance and right to file lien, or the like

shall at any time be filed against the Premises or the Building, Tenant shall

cause the same to be discharged of record within ten (10) days after being given

written notice of the filing of the same, or, Tenant may, in lieu of discharging

same within said ten (10) days, post an insurance company surety bond providing

for and securing due payment thereof and saving Landlord harmless and

indemnifying it with respect thereto. Tenant shall not have any right whatsoever

to subject the interests of Landlord in the Premises or the Building or in the

fee simple title thereto to any construction liens or other liens whatsoever and

nothing contained in this Lease shall be deemed to operate as an express or

implied consent to Tenant to subject the interests of Landlord to any such lien

or liens. All work performed by or on behalf of Tenant shall be performed solely

upon Tenant's credit.

 

                               A R T I C L E 10.

 

                                     WASTE

 

            Tenant covenants not to permit the Premises to fall into disrepair

or to do or suffer any waste or damage, disfigurement or injury to the Premises,

the Building or the Lot, or the fixtures and equipment thereof, or permit or

suffer any stationary overloading of the floors thereof.

 

                                A R T I C L E 11.

 

                             INSPECTION BY LANDLORD

 

            Section 1. Tenant agrees to permit Landlord and the authorized

representatives of Landlord to enter the Premises at all reasonable times for

the purpose of inspecting the same, for the purpose of performing cleaning

services and making electrical surveys, and if Landlord so elects, but without

any obligation so to do, for the purpose of making any necessary repairs to the

Premises or the Building and performing any work therein that may be necessary

to comply with

 

                                       12

<PAGE>

 

any laws, ordinances, rules, regulations or requirements of any public authority

or of the Board of Fire Underwriters or any similar body, or which Landlord may

deem necessary to prevent waste or deterioration in connection with the Premises

or the Building or for the purpose of performing any work required to be

performed in connection with any provision of this Lease. Nothing herein shall

imply any duty upon the part of Landlord to do any work which, under any

provision of this Lease, Tenant may be required to perform, and the performance

thereof by Landlord shall not constitute a waiver by Landlord of Tenant's

default in failing to perform the same. Landlord may, during the progress of any

work in the Premises or the Building, keep and store upon the Premises all

necessary materials, tools and equipment. Landlord shall not in any event be

liable for inconvenience, annoyance, disturbance, loss of business or other

damage to Tenant by reason of making repairs or the performance of any work in

the Premises or the Building, or on account of bringing materials, supplies and

equipment into or through the Premises during the course thereof, and the

obligations of Tenant under this Lease shall not thereby be affected in any

manner whatsoever.

 

            Section 2. Landlord is hereby given the right at any time during

usual business hours to enter the Premises and to exhibit the same for the

purposes of sale, lease or mortgage and during the final six (6) months of the

term Landlord shall be entitled to display on the Premises in such manner as not

unreasonably to interfere with Tenant's business the usual "For Sale" or "To

Let" signs and Tenant agrees that such signs may remain, unmolested, upon the

Premises.

 

                               A R T I C L E 12.

 

                           ASSIGNMENT AND SUBLETTING

 

            Section 1. Provided that this Lease shall be in good standing and

that Tenant shall not be in default of any of its obligations hereunder, Tenant

may, without Landlord's consent, assign this Lease to (a) any corporation or

entity resulting from a merger or consolidation of the Tenant entity, provided

that the total assets and net worth of such assignee, after such consolidation

or merger, shall be at least equal to that of Tenant immediately prior to such

consolidation or merger; or (b) to Tenant's parent company, or to any wholly

owned subsidiary of Tenant or Tenant's parent company; and provided further that

such successor shall execute an instrument in writing reasonably satisfactory to

Landlord's counsel fully assuming all of the obligations and liabilities imposed

upon Tenant hereunder and shall deliver the same to Landlord. No such assignment

shall operate to relieve Tenant from any liability hereunder.

 

            Section 2. Except as set forth in Section 1 above, Tenant shall not,

either voluntarily or involuntarily, directly or indirectly, by operation of law

or otherwise, assign, transfer, mortgage or otherwise encumber this Lease, or

sublet the whole or any part of the Premises, or permit the Premises or any part

thereof to be used or occupied by others, without the prior written consent of

Landlord, which consent shall not be unreasonably withheld or delayed. The

giving of such consent by Landlord shall apply only to the specific transaction

thereby authorized, and shall not be construed to relieve Tenant from obtaining

Landlord's consent to any other or subsequent such assignment, transfer,

mortgage or other encumbrance, subletting, use or occupancy, or as modifying or

limiting Landlord's rights under this Article 12.

 

            Section 3. Notwithstanding the occurrence of any transaction

contemplated by Section 1 or 2 of this Article, Tenant shall, nevertheless,

remain primarily liable to perform all covenants and conditions of this Lease.

In addition, Tenant shall not be released or discharged from such liability by

reason of any modification, amendment or supplement of this Lease agreed to by

Landlord and any assignee or subtenant or by reason of Landlord's failure to

enforce any of its rights or remedies hereunder against any such assignee or

subtenant. At least ten (10) days prior to the effective date thereof, Tenant

shall furnish Landlord with a conformed copy of any such assignment or sublease,

together with an agreement in writing executed by any such assignee or subtenant

to assume the obligations imposed by this Lease upon the Tenant and to perform

the same in accordance with the terms hereof, and pursuant to which any

subtenant agrees that if this Lease shall be terminated by reason of Tenant's

default hereunder or otherwise, at Landlord's option, to be exercised by notice

to the subtenant, such sublease shall continue in full force and effect and the

subtenant will attorn to Landlord. If this Lease be assigned, or if the

 

                                       13

<PAGE>

 

Premises or any part thereof be sublet, used or occupied by anybody other than

Tenant, Landlord may collect Fixed Rent and additional rent from the assignee,

subtenant or occupant, and apply the net amount collected to the Fixed Rent

and/or additional rent reserved hereunder, but no such collection shall be

deemed a waiver of this covenant, or the acceptance of the assignee, subtenant

or occupant as tenant, or a release of Tenant from the further performance by

Tenant of the terms, covenants and conditions of this Lease on the part of the

Tenant to be performed. Any violation of any provision of this Lease, whether by

act or omission, by any assignee, subtenant or occupant, shall be deemed a

violation of such provision by Tenant, it being the intention and meaning of the

parties hereto that Tenant shall assume and be liable to Landlord for any and

all acts and omissions of any and all assignees, subtenants and/or other

occupants.

 

            Section 4. Notwithstanding, and without limiting, any other

provisions of this Article, in the event that Tenant shall request Landlord's

consent to an assignment of this Lease or a subletting of all or any portion of

the Premises, Landlord shall have the option, in lieu of granting or refusing

any such consent, to cancel and terminate this Lease, such option to cancel and

terminate to be exercised not later than sixty (60) days after Landlord receives

from Tenant a notice containing Tenant's request for Landlord's consent to an

assignment or subletting. Any such notice containing a request for consent shall

contain the following information: (1) the name and business address of the

proposed assignee or subtenant; (2) the consideration to be paid by the proposed

assignee or sublessee to Tenant for such assignment or subletting; (3) all other

business terms and conditions of the proposed assignment or subletting

transaction; and (4) such further and additional information as Landlord may

request. If Landlord shall exercise its said option to cancel and terminate this

Lease, Fixed Rent, additional rent and all other amounts payable by Tenant to

Landlord shall be adjusted as of the date any such assignee or sublessee enters

into a direct lease with Landlord, accepts possession of the Premises and

thereafter commences the payment of rent.

 

            Section 5. Without limiting the foregoing, in the event that this

Lease shall be assigned or all or any portion of the Premises shall be sublet,

then and in that event, one hundred (100%) percent of the net proceeds, avails

and profits of any such assignment and/or sublease shall be paid by Tenant and

shall constitute the sole and exclusive property of Landlord. In calculating the

net proceeds, avails and profits of any sublease of less than the entire

Premises hereof, the rentals payable pursuant hereto and the rentals payable

pursuant to any such sublease shall be equitably allocated to the portion of the

Premises so being sublet and the net proceeds, avails and profits shall be

determined accordingly. In connection with any assignment of this Lease, the

said net proceeds, avails and profits shall include any amounts paid to Tenant

as the purchase price or other consideration for the transfer of any of Tenant's

trade fixtures, equipment or inventory in excess of the then reasonable fair

market value thereof. Nothing herein shall be construed as relieving Tenant, in

the event of an assignment of this Lease or a subletting of all or a portion of

the Premises, of the primary liability to Landlord for the full and faithful

performance of the covenants and agreements contained in this Lease.

 

            Section 6. In the event Tenant requests Landlord to approve any

assignment of this Lease, or subletting (or other form of occupancy by a third

party) of the Premises, Tenant shall pay Landlord a reasonable fee to cover

Landlord's costs for the preparation and/or review of said assignment or

sublease, or documents ancillary thereto, credit checks, business checks and

other like items.

 

            Section 7. Notwithstanding anything to the contrary contained

herein, under no circumstances shall Tenant assign this Lease or sublet all or

any portion of the Premises to any then existing tenant of the Building, without

Landlord's prior written consent, which consent Landlord may withhold in its

sole discretion.

 

                               A R T I C L E 13.

 

                       HOLD HARMLESS AND INDEMNIFICATION

 

            Section 1. This Lease is made upon the express condition that Tenant

agrees to and shall keep, save and hold Landlord free and harmless from and

indemnify it against all liability, penalties, losses, damages, costs, expenses,

causes of action, claims and/or judgments

 

                                       14

<PAGE>

 

arising by reason of any injury in or about the Premises to any person or

persons, including without limitation, Tenant, its servants, agents and

employees, and damage in or about the Premises to any property of any kind

whatsoever, and to whomsoever belonging, including without limitation, damage to

property of Tenant, its servants, agents and employees, and other parties, which

such injury to persons or damage to property occurs as a result of or from any

cause or causes whatsoever, including, without limitation, damage from water

and/or steam leakage into or upon the Premises (or from the Premises), or its

appurtenances, or damage or injury occurring on or about the common areas,

sidewalks or parking areas adjacent thereto, during the term of this Lease or

any occupancy hereunder. Tenant hereby covenants and agrees to indemnify,

protect and save Landlord harmless from all liability, judgments, claims, loss,

costs and obligations on account of or arising out of any such injuries and

damages however occurring, except to the extent occasioned by Landlord's wilful

misconduct or gross negligence, provided always, however, that if and to the

extent that Tenant receives any proceeds from applicable policies of insurance

with respect to same, then the amount of such proceeds shall be credited against

any amounts payable by Landlord to Tenant hereunder.

 

            Section 2. Tenant, as a material part of the consideration to be

rendered to Landlord, hereby waives all claims against Landlord for damages to

goods, equipment, improvements, wares and merchandise in, upon or about the

Premises and for injuries to Tenant, its servants, agents, employees or third

persons in or about the Premises from any cause arising at any time, except to

the extent occasioned by Landlord's wilful misconduct or gross negligence,

provided always, however, that if and to the extent that Tenant receives any

proceeds from applicable policies of insurance with respect to same, then the

amount of such proceeds shall be credited against any amounts payable by

Landlord to Tenant hereunder.

 

            Section 3. Except as otherwise specifically set forth in this Lease,

each party shall bear the cost of its own counsel incurred in connection with

this Lease and Tenant's use and occupancy of the Premises.

 

                               A R T I C L E 14.

 

                                    CASUALTY

 

            Section 1. In case of any damage to the Building on the Lot by fire

or other casualty occurring during the term of this Lease or previous thereto,

which renders the Premises wholly untenantable so that the same cannot be

repaired within one hundred twenty (120) days from the happening of such damage,

then the term hereby created shall, at the option of Landlord, terminate from

the date of such damage. In the event Landlord elects to terminate the Lease for

any reason which is due to the inability to restore the same within the one

hundred twenty (120) day period, Landlord shall so notify Tenant within thirty

(30) days of the happening of the fire or casualty, and in such event Tenant

shall immediately surrender the Premises and shall pay rent only to the time of

such damage and Landlord may re-enter and repossess the Premises free and clear

of any rights of Tenant under this Lease. In the event Landlord can restore the

Premises within one hundred twenty (120) days, it shall so notify Tenant within

thirty (30) days after the happening of the fire or casualty and the Lease shall

remain in full force and effect during the period of Landlord's restoration,

except that rent shall abate while the repairs and restoration are being made,

but the rent shall recommence upon restoration of the Premises and delivery of

the same by Landlord to Tenant. Landlord agrees that it will undertake

reconstruction and restoration of the damaged Premises with due diligence and

reasonable speed and dispatch.

 

            Section 2. If the Building shall be damaged, but the damage is

repairable in Landlord's estimation, within one hundred twenty (120) days,

Landlord agrees to repair the same with reasonable promptness. In such event,

the rent accrued and accruing shall not abate, except for that portion of the

Premises that has been rendered untenantable and as to that portion the rent

shall abate based on equitable adjustments as reasonably determined by Landlord.

If any damage to the Building is not repairable in Landlord's estimation within

one hundred twenty (120) days, or if the cost to repair same shall exceed 15% of

the replacement of the Building, Landlord may at its option terminate this Lease

upon serving written notice of such election upon Tenant. Notwithstanding

anything in this Lease to the contrary, Landlord shall have the option

 

                                       15

<PAGE>

 

of terminating this Lease, and shall not be required to repair any damage caused

by any fire or other casualty, if said fire or other casualty occurs during the

last year of the term hereof.

 

             Section 3. In connection with Landlord's restoration as hereinafter

referred to, in determining what constitutes reasonable promptness consideration

shall be given to delays caused by acts of God, strikes, and other causes of

Force Majeure beyond the Landlord's control.

 

            Section 4. Tenant shall immediately notify Landlord in case of fire

or other damage to the Premises.

 

            Section 5. Notwithstanding anything contained in this Article 14, if

repairs are not completed within one hundred fifty (150) days of the date of

damage, subject to delays due to Force Majeure, Tenant shall have the right

prior to the completion of such work or Tenant's taking possession of the

Premises to terminate this Lease, in which event Landlord and Tenant shall

thereupon be released of liability one to the other (with the exception,

however, of any unpaid Fixed Rent and/or additional rent accrued through the

date of termination, which shall remain the responsibility of Tenant), and the

within Lease shall be deemed null and void.

 

            Section 6. Anything contained in the within Lease Agreement to the

contrary notwithstanding, it is understood and agreed by and between the parties

hereto that in no event shall Landlord be obligated to expend any funds in

connection with any repair or restoration work in excess of the proceeds of

insurance policy payments which are made available to Landlord by insurance

carriers and by any mortgagee of the Premises and the Building. Landlord's

obligations in connection with such repair and/or restoration work shall and are

hereby strictly limited to the replacement of the basic Building area as demised

by Landlord to Tenant as of the Commencement Date of the term hereof (including

the Work) and in no event shall Landlord be obligated to replace, repair or

restore any improvements to the Premises or alterations thereof installed

therein by or on behalf of Tenant nor shall Landlord be obligated in any event

whatsoever to replace, repair or restore Tenant's leasehold improvements,

personal property, furniture, fixtures, equipment or the like.

 

                               A R T I C L E 15.

 

                          CONDEMNATION/EMINENT DOMAIN

 

            Section 1. This Lease and the term hereof shall terminate: (1) if

the entire Premises shall be taken by condemnation or eminent domain; or (2) at

the option of Tenant (exercisable by notice given to Landlord within thirty (30)

days after the date after formal institution of the taking proceedings by the

filing of a Complaint or Declaration of Taking) if a material part of the

Premises shall be taken in any condemnation or eminent domain proceeding(s). A

taking of a "material part of the Premises", as such quoted words are used

herein, shall mean the condemnation or taking by eminent domain of so much of

the Premises, in excess of 15% of the area thereof, as shall materially and

adversely prevent Tenant from operating its business in the Premises for the

purposes for which the Premises were leased to Tenant or for the purposes for

which the Premises were being used at the date of such taking; or (3) at the

option of Landlord (exercisable by notice given to Tenant within three (3)

months after the date of taking), if more than 15% of the Lot or if more than

15% of the Building shall be taken by condemnation or eminent domain.

 

            Section 2. Any termination of this Lease Agreement pursuant to the

provisions of this Article shall be effective upon the date of transfer of

possession in connection with the taking proceedings, and, upon such

termination, Tenant shall be liable only for the payment of Fixed Rent,

additional rent, impositions and other charges herein, pro-rated to the date of

such termination, and Landlord shall refund any payment in excess thereof to

Tenant. Tenant may, if permitted by law, make any independent application by

separate proceedings apart from the proceeding in which Landlord shall be

prosecuting its claim, to any condemning authority, for any award which might be

independently payable to it in connection with Tenant's moving expenses,

business dislocation damages or for the taking of Tenant's leasehold

improvements, provided that no such application or any award rendered pursuant

thereto shall operate to diminish any award which would otherwise be payable to

Landlord. Tenant waives its right to

 

                                       16

<PAGE>

 

and agrees that it shall not (i) make any claim in or with respect to any

condemnation or eminent domain proceedings whatsoever or otherwise except as

hereinabove specifically provided, or (ii) make any claim against Landlord in

any other action for the value of the unexpired portion of this Lease or the

term hereof. Except as above specifically provided, the total amount of all

condemnation awards shall be the sole and exclusive property of the Landlord,

and Tenant shall not participate therein or in the negotiation thereof or have

any rights whatsoever with respect to the awards or the proceeds of any such

proceedings.

 

            Section 3. In the event that any part of the Premises is taken in

any condemnation or eminent domain proceedings and this Lease is not terminated

pursuant to Section 1 hereof, then this Lease shall remain in full force and

effect as to such remaining portion, except that from and after the effective

date of any such taking, Tenant shall be entitled to an equitable reduction in

the Fixed Rent required to be paid hereunder in accordance with the value of the

leasehold before and after any such condemnation, due regard being given to any

reduction in square foot area of the Premises caused by such taking, the

location of the areas which were taken in such proceedings, and the uses to

which the Premises might reasonably be put subsequent to the date of such

taking. If Landlord and Tenant do not agree on the amount of such reduced rent,

the same shall be determined by arbitration as herein provided. Subject to the

approval and consent of any then mortgagee of the Premises and the Building and

to the terms and conditions of any mortgage upon the Premises and the Building

and subject to the availability of the proceeds of any award for reconstruction

and restoration and the agreement of any mortgagee to make such proceeds

available, Landlord shall promptly reconstruct and restore the portion of the

Premises remaining after such taking to a complete architectural unit. Except as

set forth herein, any rebuilding or restoration by Landlord shall be strictly

limited to the basic building structure as initially demised hereunder. In no

event shall Landlord be obligated to expend any sums for such rebuilding or

restoration in excess of the amount of money actually paid to and received by

Landlord, net of all expenses, from any condemning authority and/or from any

mortgagee of the Premises and the Building to whom any such award may have been

paid by such condemning authority. The payment of any award by any condemning

authority to Landlord's mortgagee and the application of such payment on account

of Landlord's mortgage shall not be deemed to constitute receipt or constructive

receipt of payment by Landlord. All condemnation proceeds shall be subject to

the requirements of any mortgagee of the Premises and the Building that same be

applied in reduction of such mortgage balance (in which event Landlord shall not

be obligated to restore the Premises) and the remaining portion of any award, if

any, not so applied shall at all times be available to Landlord for construction

and restoration purposes and shall be the sole and exclusive property of

Landlord. The balance of any such proceeds shall, after completion of

restoration and reconstruction, be retained by Landlord. Monies paid "into

Court" shall not be deemed to constitute payment of such award to Landlord until

Landlord agrees to accept the same and until such monies are physically

delivered to Landlord by the condemning authority and by Landlord's mortgagee,

if any.

 

                               A R T I C L E 16.

 

                  BANKRUPTCY/INSOLVENCY AND DEFAULT OF TENANT

 

            Section 1. If during the term of this Lease, (a) Tenant shall make

an assignment for the benefit of creditors, or (b) a voluntary petition be filed

by Tenant under any law having for its purpose the adjudication of Tenant a

bankrupt, or the extension of time of payment, composition, adjustment,

modification, settlement or satisfaction of the liabilities of Tenant or the

reorganization or liquidation of Tenant, or (c) a receiver be appointed for the

property of Tenant by reason of the insolvency or alleged insolvency of Tenant,

or if (d) any department of the state or federal government or any officer

thereof or duly authorized Trustee or Receiver shall take possession of the

business or property of Tenant by reason of the insolvency or alleged insolvency

of Tenant, or if (e) an involuntary petition be filed against Tenant under any

law having for its purpose the adjudication of Tenant a bankrupt, or for the

liquidation of Tenant; and except with respect to items (a) and (b), supra, of

this Section 1, which shall be non-curable events of default, if Tenant shall

not within sixty (60) days thereafter, remove, have dismissed and/or cure any of

the foregoing, then Landlord may give Tenant notice of a default under this

Lease and if, within thirty (30) days after such notice, Tenant shall still have

not removed and/or cured any of the foregoing; or if (f) any

Debtor-in-Possession ("so-called"), Receiver or Trustee

 

                                       17

<PAGE>

 

pursuant to any bankruptcy or insolvency law whether Federal or State shall

attempt to assign this Lease to any party or attempt to sublet all or any part

of the Premises, then the occurrence of any such event shall be deemed a breach

of this Lease and this Lease shall, ipso facto, upon the happening of any of

said events and at the election of Landlord, be terminated and the same shall

expire as if the day of the happening of such event were the date herein

specifically fixed for the expiration of the term, and Tenant (or such

Debtor-in-Possession, Receiver or Trustee as the case may be) will then quit and

surrender the Premises to Landlord, but Tenant shall r