EX-1

ADDENDUM TO INSTRUCTIVISION ANNUAL REPORT 10-KSB
------------------------------------------------
Commission File Number  0-14411
AS OF SEPTEMBER 30, 2001

LEASE AGREEMENT
---------------
by and between
First Industrial, L.P., a Delaware Limited Partnership, "Landlord"
and
Instructivision, Inc., a New Jersey corporation, "Tenant"

Premises:    16 Chapin Road, Unit 904, Pine Brook, New Jersey 07058
Dated:       May 7th, 2001
Prepared by: Robert K. Brown, Esq.

Table of Contents:
1. Basic Terms -----------------------------------------  1
2. Lease of Premises, Rent -----------------------------  2
2.1 Lease of Premises for Lease Term -------------------  2
2.2 Type of Rental Payments ----------------------------  2
2.3 Covenants Concerning Rental Payments ---------------  2
3. Operating Expenses-----------------------------------  3
3.1 Definitional Terms Relating to Additl.Rent----------  3
3.1.1 Operating Expenses--------------------------------  3
3.1.2. Taxes--------------------------------------------  4
3.1.3 Operating Year -----------------------------------  4
3.2 Payment of Operating Expenses-----------------------  4
3.3 Payment of Additional Rent--------------------------  5
4. Use of Premises & Common Areas: Security Deposit-----  5
4.1 Use of Premises and Property -----------------------  5
4.2 Use of Common Areas --------------------------------  6
4.3 Signage---------------------------------------------  6
4.4 Security Deposit -----------------------------------  8
5.1 Subordination --------------------------------------  8
5.2 Delay in Commencement ------------------------------  8
6. Subordination: Notices to Superior Lessors and
Mortgagees; Attornment ---------------------------------  9
6.1 Subordination---------------------------------------  9
6.2 Estoppel Certificates ------------------------------  9
6.3 Transfer by Landlord -------------------------------  9
7. Quiet Enjoyment -------------------------------------  9
8. Assignment, Subletting and Mortgaging --------------- 10
8.1 Prohibition ---------------------------------------- 10
8.2 Rights of Landlord --------------------------------- 11
8.3 Permitted Transfers--------------------------------- 11
8.4.Landlord's Right of Recapture ---------------------- 11
8.5 Option to Renew Personal --------------------------- 12
9.1. Compliance with Laws ------------------------------ 12
9.2 (a) Hazardous Materials----------------------------- 13
10. Insurance ------------------------------------------ 16
10.1 Insurance to be Maintained by Landlord ------------ 16
10.2 Insurance to be Maintained by Tenant -------------- 16
10.2.1 General Liability and Auto Insurance ------------ 16
10.2.2 Property and Workers' Compensation Insurance ---- 17
10.3 Waiver of Subrogation ----------------------------- 17
11. Alterations ---------------------------------------- 17
11.1 Procedural Requirements --------------------------- 17
11.2 Performance of Alterations ------------------------ 18
11.3. Lien Prohibition --------------------------------- 19
12. Landlord's and Tenant's Property-------------------- 19
12.1 Landlord's Property ------------------------------- 19
12.2 Tenant's Property --------------------------------- 20
13. Repairs and Maintenance ---------------------------- 20
13.1 Tenant Repairs and Maintenance -------------------- 20
13.2 Landlord Repairs ---------------------------------- 21
14. Utilities ------------------------------------------ 22
15. Involuntary Cessation of Services ------------------ 22
16. Landlord's Rights ---------------------------------- 22
17. Non-Liability and Indemnification ------------------ 23
17.1 Non-Liability-------------------------------------- 23
17.2 Indemnification ----------------------------------- 24
17.2.1 Tenant Indemnification -------------------------- 24
17.2.2 Landlord Indemnification ------------------------ 25
17.3 Force Majeure ------------------------------------- 26
18. Damage or Destruction ------------------------------ 26
18.1 Notification and Repair --------------------------- 26
18.2 Rental Abatement ---------------------------------- 26
18.3 Total Destruction --------------------------------- 27
18.4 Insurance Proceeds -------------------------------- 28
19. Eminent Domain ------------------------------------- 28
20. Surrender and Holdover ----------------------------- 28
21 Events of Default ----------------------------------- 29
21.1 Bankruptcy of Tenant ------------------------------ 29
21.2 Default Provision --------------------------------- 30
22. Rights and Remedies -------------------------------- 30
22.1 Landlord's Cure Rights upon Default of Tenant------ 30
22.2 Landlord's Remedies ------------------------------- 30
22.3 Additional Rights of Landlord --------------------- 31
22.4 Event of Bankruptcy ------------------------------- 32
23. Broker --------------------------------------------- 33
24. Tenant's Financial Information --------------------- 33
25. Miscellaneous -------------------------------------- 33
25.1 Merger -------------------------------------------- 33
25.2 Notices ------------------------------------------- 33
25.3 Non-Waiver ---------------------------------------- 33
25.4 Legal Costs --------------------------------------- 34
25.5 Parties Bound ------------------------------------- 35
25.6 Recordation of Lease------------------------------- 35
25.7 Survival of Obligations --------------------------- 35
25.8 Governing Law; Construction ----------------------- 35
25.9 Time ---------------------------------------------- 36
25.10 Authority of Tenant ------------------------------ 36
25.11 Waiver of Trial by Jury -------------------------- 36
25.12 Relocation --------------------------------------- 36
25.13 Submission of Lease ------------------------------ 36
25.14 Joint and Several Liability ---------------------- 37
25.15 Riders ------------------------------------------- 37
25.16 Tenancy Approval --------------------------------- 37
26. Option to Renew ------------------------------------ 37


FIRST INDUSTRIAL, L.P.
STANDARD FORM
INDUSTRIAL BUILDING LEASE (Multi-Tenant)
1. Basic Terms. This Section 1 contains the Basic Terms of this lease between
Landlord and Tenant, named below. Other Sections of the Lease referred to in
this Section 1 explain and define the Basic Terms and are to be read in
conjunction with the Basic Terms.
1.1 Date of Lease May 7th, 2001
1.2 Landlord: First Industrial L.P., a Delaware limited partnership.
1.3 Tenant: Instructivision Inc., a New Jersey corporation.
1.4 Premises: Unit 904, containing approximately 5,500 rentable square feet
in the building commonly known as 16 Chapin Road, Pine Brook, New Jersey
07058 (the "Building").
1.5 Property: See Exhibit A
1.6 Lease Term: Five (5) years ("Term"), commencing June 1, 2001
("Commencement Date" and ending May 31, 2006 ("Expiration Date"), subject to
the provisions of Section 2.3 hereof.
1.7 Permitted Uses: (See Section 4) Office and Warehouse.
1.8 Tenant's Guarantor: none
1.9 Brokers: (See Section 23)
(A) Tenant's Broker: Galesi Realty Corporation.
(B) Landlord's Broker: none
1.10 Security Deposit: (See Section 4) $15,358.74
1.11 Base Rent payable by Tenant is: (a) During the first and second years
of the Term $54,505.00 per annum, $4,542.08 per month, (c) during the third
year of the term $56,155.00 per annum, $4,679.58 per month and (d) during
the fourth and fifth years of the Term, $57,860 per annum, $4,821.67 per
month.
1.12 Initial Estimated Additional Rent Payable by Tenant: $1,320.00 per
month.
1.13 Tenant's Proportionate Share: 9%
1.14 Riders to Lease: The following riders are attached to and made part of
this lease:      none
2. Lease of Premises: Rent
2.1 Lease of Premises for Lease Term. Landlord hereby leases the Premises
to Tenant, and Tenant hereby rents the Premises from Landlord, for the Term
and subject to the conditions of this Lease.
2.2 Types of Rental Payments: Tenant shall pay rents of (a) net base rent
payable in monthly installments as set forth in Section 1.11 hereof, in
advance, on the first day of each and every calendar month during the Term
of this lease (the "Base Rent"); and (b) Tenant's Proportionate Share of
Operating Expenses (defined below) and any other amounts owed by Tenant
hereunder (collectively, "Additional Rent"); and (c) in the event any
monthly installment of Base Rent or Additional Rent, or both is not paid
within 5 business days of the date when due, a late charge in an amount
equal to 8% of the then delinquent installment of Base Rent and/or
Additional Rent (the "Late Charge"' the Late Charge, Base Rent and
Additional Rent shall collectively be referred to as "Rent"). The Rent
shall be sent by Tenant to First Industrial, L.P. c/o First Industrial,
L.P., P.O.Box 33168 Newark, New Jersey 07188-0168, or if sent by overnight
courier, Bank One National Processing Corporation, 3rd Floor, 300 Harmon
Meadow Blvd., Secaucus, New Jersey 07084, Attention: First Industrial
L.P., Lockbox #33168, or pursuant to such other directions as Landlord
shall designate in this Lease or otherwise in writing. Simultaneously
with the execution hereof, the Tenant has delivered to the Landlord the
first monthly installment of Base Rent payable hereunder, the first
month's Estimated Additional Rent and the Security Deposit referred to
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in Section 1.10.
2.3 Covenants Concerning Rental Payments. Tenant shall pay the Rent
promptly when due, without notice or demand, and without any abatement,
deduction or setoff, except as may otherwise be expressly and specifically
provided in this Lease. No payment by Tenant or receipt or acceptance by
Landlord, of a lesser amount than the correct Rent shall be deemed to be
other than a payment on account, nor shall any endorsement or statement
on any check or letter accompanying any payment be deemed an accord or
satisfaction, and Landlord may accept such payment without prejudice to
its right to recover the balance due or to pursue any other remedy
available to Landlord. Notwithstanding the Commencement Date, Landlord
shall deliver the Premises to Tenant upon receipt of tenancy approval
and a certificate of occupancy for the Premises. Tenant shall not be
responsible for the payment of Base Rent or Additional Rent (except for
utility charges, which shall be Tenant's responsibility) from the date
of such delivery until the Commencement Date. All other terms and
conditions of this Lease, however, shall apply to such prior occupancy
of the Premises by Tenant.
3. Operating Expenses.
3.1 Definitional Terms Relating to Additional Rent. For purposes of this
Section and other relevant provisions of the Lease:
3.1.1 Operating Expenses. The term "Operating Expenses" shall mean all
costs and expenses paid or incurred with respect to the ownership, repair,
replacement, restoration, management, maintenance and operation of the
Property, including, without limitation, the following: (i) all costs,
wages and benefits of employees or other agents of Landlord engaged in
the operation, management, maintenance or rendition of other services to
or for the Property; (ii) to the extent not separately metered, billed
or furnished, all charges for utilities and services furnished to either
or both of the Property and the Premises (including, without limitation,
the Common Areas [as hereinafter defined]), together with any taxes on
such utilities; (iii) all premiums for casualty, workers' compensation,
liability, boiler, flood and all other types of insurance provided by
Landlord and relating to the Property, all third party administrative
costs incurred in connection with the procurement and implementation
of such insurance policies, and all deductibles paid by Landlord
pursuant to insurance policies required to be maintained by Landlord
under this Lease; (iv) the cost of all supplies, tools, materials and
equipment utilized in the ownership and operation of the Property, and
sales and other taxes thereon; (v) amounts charged (including, without
limitation, those costs and expenses set forth in Section 13.2(i) below)
by any or all of contractors, material men and suppliers for services,
materials and supplies furnished in connection with any or all of the
operation, management, repair and maintenance of any part of the
Property, including, without limitation, the structural elements of the
Property and the Common Areas: (vi) any capital improvements made by,
or on behalf of, Landlord to the Property that are either or both (a)
designed to reduce Operating Expenses and (b) required to keep the
Property in compliance with all governmental laws, rules and regulations
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(enacted from and after the date of this Lease) applicable thereto, from
time to time; (vii) all reasonable professional fees incurred in
connection with the operation, management and maintenance of the
Property; and (viii) Taxes, as hereinafter defined. Operating Expenses
shall not include repairs made to the Building, the need for which is
caused by the negligence or willful misconduct of Landlord or any other
tenants in the Building.
3.1.2 Taxes. The term "Taxes," as referred to in Section 3.1.1 (viii)
above shall mean (i) all governmental taxes, assessments, fees and
charges of every kind or nature (other than Landlord's income taxes),
whether genera, special, ordinary or extraordinary, due at any time or
from time to time, during the Term and any extensions thereof, in
connection with the ownership, leasing, or operation of the Property,
or of the personal property and equipment located therein or used in
connection therewith; and (ii) any reasonable expenses incurred by
Landlord in contesting such taxes or assessments and/or the assessed
value of the Property. In the event of any special assessment,
Landlord shall pay the same over the longest period of time permitted
by law, and only those installments of such assessment which are
applicable to the Term and any extension thereof, shall be included
within the term "Taxes." For purposes hereof, Taxes for any year shall be
Taxes that are due for payment or paid in that year rather than Taxes that
are assessed, become a lien, or accrue during such year. Tenant shall have
no right to conduct a tax appeal affecting the Property.
3.1.3 Operating Year. The term "Operating Year" shall mean the calendar
year commencing January 1 of each year (including the calendar year within
which the Commencement Date occurs) during the Term.
3.2 Payment of Operating Expenses.  Tenant shall pay, as Additional Rent
and in accordance with the requirements of Section 3.3, its Proportionate
Share of the Operating Expenses as set forth in Section 3.3. Additional
Rent commences to accrue upon the Commencement Date. The Tenant's
Proportionate Share of Operating Expenses payable hereunder for the
Operating Years in which the Term begins and ends shall be prorated to
correspond to that portion of said Operating and any other sums due and
payable under this Lease shall be adjusted upon receipt of the actual bills
therefor, and the obligations of this Section 3 shall survive the
termination or expiration of the Lease.
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3.3 Payment of Additional Rent. Landlord shall have the right to
reasonably estimate the Operating Expenses for each Operating Year.
Tenant shall pay, on the first day of each month during that Operating
Year, an amount (the "Estimated Additional Rent") equal to the estimate
of the Tenant's Proportionate Share of Operating Expenses divided by
12 (or the fractional portion of the Operating Year remaining for that
Operating Year). If the aggregate amount of Estimated Additional Rent
actually paid by Tenant during any Operating Year is less than Tenant's
actual ultimate liability for Operating Expenses for that particular
Operating Year, Tenant shall pay the deficiency within 30 days of
Landlord's written demand, which demand shall be accompanied by a
statement setting forth such Operating Expenses. Landlord shall deliver
backup documentation for such statement upon Tenant's written request.
If the aggregate amount of Estimated Additional Rent actually paid by
Tenant during a given Operating Year exceeds Tenant's actual liability
for such Operating Year, the excess shall be credited against the
Estimated Additional Rent next due from Tenant during the immediately
subsequent Operating Year, except that in the event that such excess
is paid by Tenant during the final Lease Year, then upon the expiration
of the Term, Landlord shall pay Tenant the then-applicable excess
promptly after determination thereof, provided that there are no other
amounts due and owing by Tenant to Landlord. No interest shall be
payable to Tenant on account of such payments of Estimated Additional
Rent and such payments may be commingled. In the event that any item
of operating Expenses has not been included in Tenant's Estimated
Additional Rent payments, Landlord shall have the right to bill Tenant
for any such cost, which incurred, and Tenant shall pay to the Landlord
the invoiced amount within thirty days of Landlord's written demand
therefor.
4. Use of Premises and Common Areas; Security Deposit.
4.1 Use of Premises and Property. The Premises shall be used by Tenant
for the purpose(s) set forth in Section 1.7 above and for no other
purpose whatsoever. Tenant shall not, at any time, use or occupy, or
suffer or permit anyone to use or occupy, the Premises, or do or permit
anything to be done in the Premises or the Property, in any manner that
may (a) violate any Certificate of Occupancy for the Premises or the
Property; (b) cause, or be liable to cause, injury to, or in any way
Page 5
impair the proper utilization of, all or any portion of the Property
(including, but not limited to, the structural elements of the Property)
or any equipment, facilities or systems herein; (c) constitute a
violation of the laws and requirements of any public authority or the
requirements of insurance bodies or the rules and regulations of the
Property, including any covenant, condition or restriction affecting
the Property; (d) exceed the load bearing capacity of the floor of the
Premises; (e) impair or tend to impair the character, reputation or
appearance of the Property; or (f) unreasonably annoy, inconvenience,
or disrupt the operations or tenancies of other tenants or users of
the Property. Tenant may not utilize any portion of the Property
outside of the Premises for outside storage of any equipment, raw
materials, pallet storage or staging, finished products or any other
personal property of Tenant.
4.2 Use of Common Areas. As used herein, "Common Areas" shall mean all
areas within the Property that are available for the common use of
tenants of the Property and that are not leased or held for the
exclusive use of Tenant or other tenants or licensees, including, but
not limited to, parking areas, driveways, sidewalks, loading areas,
access roads, corridors, landscaping and planted areas. Tenant shall
have the nonexclusive right to use the Common areas for the purposes
intended, subject to such reasonable rules an regulations as Landlord
may uniformly establish from time to time. Landlord reserves the right
to allocate designated parking spaces, if Landlord so chooses;
Landlord shall provide five parking spaces for Tenant's exclusive use.
Tenant shall not interfere with the rights of any or all of Landlord,
other tenants or licensees, or any other person entitled to use the
Common Areas. Landlord, from time to time, may change any or all of
the size, location, nature and use of any of the Common Areas although
such changes may result in inconvenience to Tenant, so long as such
changes do not materially and adversely affect Tenant's use of the
Premises. In addition to the foregoing, Landlord may, at any time,
close or suspend access to any Common Areas to perform any acts in
the Common Areas as, in Landlord's reasonable judgment, are desirable
to improve or maintain either or both of the Premises and the Property,
or are required in order to satisfy Landlord's obligations under
either or both of Sections 13.2 and 18; provided, however, that
Landlord shall use reasonable efforts not to disrupt Tenant's use
and operation of the Premises in connection herewith.
4.3 Signage. Tenant shall not affix any sign of any size or character
to any portion of the Property, without prior written approval of
Page 6
Landlord, which approval shall not be unreasonably withheld or de-
layed. Tenant shall have the right to place a sign on the front door
of the Premises, and on the facade of the Building, at Tenant's sole
cost and expense, subject to Landlord's approval and to the
applicable rules and regulations of all governmental boards and
bureaus having jurisdiction over t he Property. Any other signs
placed on the Property by Tenant, after approval by Landlord, shall
be installed by Landlord's designated sign company in accordance
with Landlord's building standard signage. Tenant shall remove all
signs of Tenant upon the expiration or earlier termination of this
Lease and immediately repair any damage to either or both of the
Property and the Premises caused by, or resulting from, such removal.
4.4 Security Deposit. Simultaneously with the execution and delivery
of this Lease, Tenant shall deposit with Landlord the sum set forth
in Section 1.10 above, in cash (the "Security"), representing security
for the performance by Tenant of the covenants and obligations
hereunder. The Security shall be held by Landlord, without interest,
in favor of Tenant; provided however, that no trust relationship
shall be deemed created thereby and the Security may be commingled
with other asses of Landlord. If Tenant defaults in the performance
of any of its covenants hereunder, Landlord may, without notice to
Tenant, apply all or any part of the Security, to the extent required
for the payment of any Rent or other sums due from Tenant hereunder,
in addition to any other remedies available to Landlord. If such
application occurs, Landlord shall make a reasonable effort to so
advise Tenant, in writing, promptly following such application. In
the event the Security is so applied, Tenant shall, upon demand,
immediately deposit with Landlord a sum equal to the amount so used,
by certified or bank cashiers check. If Tenant fully and faithfully
complies with all the covenants hereunder, the Security (or any
balance thereof) shall be returned to Tenant within 30 days after
the last to occur of (i) the date the Term expires or terminates,
(ii) delivery to Landlord of possession of the Premises in accordance
with the terms of this Lease, or (iii) delivery to Landlord of evidence
of compliance with ISRA, as hereinafter defined. Landlord may deliver
the Security to any purchaser of Landlord's interest in the Premises
[or any Successor Landlord (defined below), if applicable], and
upon written notice of such delivery to Tenant, Landlord shall be
discharged from any further liability with respect to the Security.
Page 7
5. Condition and Delivery of Premises.
5.1 Condition of Premises (i) Tenant agrees that Tenant is familiar
with the condition of both the Premises and the Property, and Tenant
hereby accepts the foregoing on an "AS IS," WHERE-IS" basis. Tenant
acknowledges that neither Landlord, nor any representative of Landlord
has made any representation as to the condition of the foregoing or
the suitability of the foregoing for Tenant's intended use. Tenant
represents and warrants that Tenant has made its own inspection of
the foregoing. Landlord shall not be obligated to make any repairs,
replacements or improvements (whether structural or otherwise) of
any kind or nature to the foregoing in connection with, or in
consideration of, this Lease, except (a) as set forth in Section
13.2 and 18 and (b) with respect to all (if any) repairs and
improvements expressly and specifically described in Exhibit B
attached hereto ("Work Items"). Landlord agrees to make reasonable
effort to enforce, upon Tenant's request, all manufacturer's or
contractor's warranties, if any, issued in connection with any of
the Work Items.
(ii) Anything hereinabove contained to the contrary, it is expressly
understood and agreed that the Landlord's construction obligation
shall be limited to the Work Items hereinabove set forth in Section 5.1(i).
In the event that any changes or additions are required to the work to be
performed by Landlord (including any modification to the fire suppression
system serving the Premises) by any governmental or quasi-governmental
entity having jurisdiction over the Tenant or its use and occupancy of the
Premises, any such changes or additions shall be performed by the Landlord
at the Tenant's sole cost and expense. In addition, in the event that the
performance of any such changes or additions shall delay the Commencement
Date hereunder, the Commencement Date shall be established as of the date
that the Premises would otherwise have been substantially completed by the
Landlord, but for such additional requirements which are applicable to the
Tenant. (iii) Landlord represents that it is the Owner of the fee simple
interest in the Property.
5.2 Delay in Commencement. Landlord shall not be liable to Tenant if
Landlord does not deliver possession of the Premises to Tenant on the
anticipated Commencement Date. The obligations of Tenant under the Lease
shall not be affected thereby, except that the Commencement Date shall be
Page 8
delayed until Landlord delivers possession of the Premises to Tenant.
6. Subordination: Notices to Superior Lessors and Mortgagees: Attornment:
6.1 Subordination. This Lease shall be subject and subordinate at all
times to (a) all ground leases or underlying leases that may now exist
or hereafter be executed affecting either or both of the Premises and
the Property and (b) any mortgage or deed of trust that may now exist or
hereafter be placed upon, and encumber, any or all of (x) the Property,
(y) any ground leases or underlying leases for the benefit of the Property,
and (z) all or any portion of Landlord's interest or estate in any of said
items. Notwithstanding the foregoing, Landlord shall have the right to
subordinate or cause to be subordinated any such ground leases or under-
lying leases that benefit the Property or any such mortgage or deed of
trust liens to this Lease. Tenant shall execute and deliver, upon demand
by Landlord and in the form reasonably requested by Landlord, any
additional documents evidencing the priority or subordination of this
Lease with respect to any such ground leases or underlying leases for the
benefit of the Property or any such mortgage or deed of trust.
6.2 Estoppel Certificates. Tenant agrees, from time to time and within 10
days after request by Landlord, to deliver to Landlord, or Landlord's
designee, an estoppel certificate stating such matters pertaining to this
Lease as may be reasonably requested by Landlord. Failure by Tenant to
timely execute and deliver such certificate shall constitute an acceptance
of the Premises and acknowledgment by Tenant that the statements included
therein are true and correct without exception. Landlord and Tenant intend
that any statement delivered pursuant to this section may be relied upon
y any prospective purchaser or mortgagee of the Property or of any interest
therein or any other Landlord designee.
6.3 Transfer by Landlord. In the event of a sale or conveyance by the
Landlord of the Property, the same shall operate to release Landlord from
any future liability for any of the covenants or conditions, express or
implied, herein contained in favor of Tenant, and in such event Tenant
agrees to look solely to Landlord's successor in interest with respect
thereto and agrees to attorn to such successor.
7. Quiet Enjoyment. Subject to the provisions of this Lease, so long as
Tenant pays all of the Rent and performs all of its other obligations
hereunder, Tenant shall not be disturbed in its possession of the
Page 9
Premises by Landlord or any other person lawfully claiming through or
under Landlord. This covenant shall be construed as a covenant running
with the Property and is not a person covenant of Landlord. Notwithstanding
the foregoing, however, Tenant acknowledge and agrees that Landlord shall
have the unfettered and unilateral right to use portions of the Common
Areas (inclusive of the roof of the Building) for such purposes and uses
as Landlord may desire; provided, however, that in all events and under
all circumstances, Landlord's use of any portion of the Common Areas shall
not interfere, in any material respect, with any or all of (a) Tenant's
rights to occupy and use the Common Areas (in the manner and for the
purposes contemplated hereunder); (b) Tenant's right to utilize the
vehicular parking areas located on the Common Areas; and (c)  Tenant's
right of access, ingress and egress to and from the Common Areas.
8. Assignment, subletting and Mortgaging.
8.1 Prohibition. Tenant acknowledges that this Lease and the Rent due
under this Lease have been agreed to by Landlord in reliance upon
Tenant's reputation and creditworthiness and upon the continued
operation of the Premises by Tenant for the particular use described
in Section 4 above, therefore, Tenant shall not, whether voluntary, or
by operation of law, or otherwise (a) assign or otherwise transfer this
Lease; (b) sublet the Premises or any part thereof, or allow the same
to be used or occupied by anyone other than Tenant; or (c) mortgage,
pledge, encumber, or otherwise hypothecate this Lease or the Premises,
or any part thereof, in any manner whatsoever, without in each instance
obtaining the prior written consent of Landlord, which consent may be
given or withheld in Landlord's sole, but reasonable, discretion. Any
purported assignment, mortgage, transfer, pledge or sublease made
without the prior written consent of Landlord shall be absolutely null
and void. No assignment of this Lease shall be effective and valid unless
and until the assignee executes and delivers to Landlord any and all
documentation reasonably required by Landlord in order to evidence
assignee's assumption of all obligations of Tenant hereunder. Any
consent by Landlord to a particular assignment, sublease or mortgage,
and Landlord's written approval shall be required in all such instances.
No consent by Landlord to any assignment or sublease shall be deemed to
release Tenant from its obligations hereunder and Tenant shall remain
fully liable for performance of all obligations under this Lease.
Page 10
8.2 Rights of Landlord. If this Lease is assigned, or if the Premises
(or any part thereof) are sublet or used or occupied by anyone other
than Tenant, whether or not in violation of this Lease, Landlord may,
(without prejudice to, or waiver of its rights), collect Rent from the
assignee, subtenant or occupant. Landlord may apply the net amount
collected to the Rent herein reserved, but no such assignment, sub-
letting, occupancy or collection shall be deemed a waiver of any of the
provision of this Section 8. Wit hrespect to the allocable portion of the
Premises sublet, in the event that the total rent and any other
considerations received under any sublease by Tenant is greater than the
total Rent required to be paid, from time to time, under this Lease, Tenant
shall pay to Landlord any such excess as received from any subtenant and
such amount shall be deemed a component of the Additional Rent.
8.3 Permitted Transfers. The provisions of Section 8.1.(a) shall apply
to a transfer of a majority (i.e. grater than 50% interest) of the voting
stock of Tenant or to any other change in voting control of Tenant (if
Tenant is a corporation), or to a transfer of a majority of the general
partnership or membership interests in Tenant (if Tenant is a partnership
or a limited liability company) or to a change in the managerial control of
Tenant, or to any comparable transaction involving any other form of
business entity, whether effectuated in one or more transactions, as if such
transfer were an assignment of this lease; but said provisions shall not
apply to such a transfer, provided, in any of such events, the successor to
Tenant (or any party remaining liable for the obligations of Tenant
hereunder): (i) has a net worth at lease equal to the net worth of Tenant
as of the Commencement Date or (ii) is capable of satisfying Tenant's
obligations hereunder, in Landlord's reasonable judgment. Any such
permitted transferee shall execute and deliver to Landlord any and all
documentation reasonably required by Landlord in order to evidence
assignee's assumption of all obligations of Tenant hereunder. Notwith-
standing anything to the contrary contained in this Section 8.3, in no
event may Tenant assign, mortgage, transfer, pledge or sublease this Lease
to any entity whatsoever if, at the time of such assignment, mortgage,
transfer, pledge or sublease, Tenant is in default under this Lease.
8.4 Landlord's Right of Recapture. Notwithstanding anything hereinabove
set forth, any request by Tenant for Landlord's consent to an assignment
of the lease or a sublease of any portion of the Premises shall clearly
Page 11
set forth the proposed terms of such proposed assignment or sublease
and shall constitute Tenant's offer to cancel this Lease. Landlord may
accept such offer by notice to Tenant within ninety days after Landlord's
receipt thereof, in which event, this Lease shall terminate as of the
end of the month following the month in which such notice is sent (with
the same effect as if such date were the date fixed herein for the
natural expiration of the Term), Base Rent and Additional Rent shall be
apportioned to such date, Tenant shall surrender the Premises on such
date as herein provided, and subject to payment of required lease
adjustments, the parties shall thereafter have no further liability one
to the other. If Landlord fails to send such notice, Tenant within
twenty days after the expiration of such ninety day period, may assign this
this Lease or sublet the applicable portion of the Premises to the proposed
assignee or subtenant and upon the terms specified in such request.
8.5 Option to Renew Personal. It is expressly understood and agreed that
the Tenant's Option to Renew, as hereinafter set forth in Section 26,
shall be personal to Tenant only, and may not be exercised by any permitted
assignee or subtenant hereunder. It is understood and agreed that Tenant's
Option to Renew shall be null and void in the event that fifty percent or
more of the Premises have been sublet by the Tenant prior to the date set
for the exercise by Tenant of the Option to Renew hereinafter set forth.
9. Compliance with Laws.
9.1 Compliance with Law. Tenant shall, at its sole expense (regardless of
the cost hereof), comply with all local, state and federal laws, rules,
regulations and requirements now or hereafter in force and all judicial
and administrative decisions pertaining thereto (collectively, "Laws"),
pertaining to either or both of the Premises and Tenant's business in the
Premises, Tenant, at its expense, shall procure such license prior to the
Commencement Date, and shall maintain such license or permit in good
standing throughout the Term. Tenant shall give prompt notice to Landlord
of any written notice it receives of the alleged violation of any law or
requirement of any governmental or administrative authority with respect
to either or both of the Premises and the use or occupation thereof. The
judgment of any court of competent jurisdiction, or the admission of
Tenant in any action or proceeding against Tenant, whether Landlord is a
Page 12
party thereto or not, that any such Law pertaining to the Premises has been
violated, shall be conclusive of that fact as between Landlord and Tenant.
9.2 (a) Hazardous Materials. If, at any time or from time to time during
the Term (or any extension thereof), any Hazardous Material (defined
below) is generated, transported, stored, used, treated or disposed of at,
to, from, on or in either or both of the Premises and the Property by, or
as a result of any act or omission of, any or all of Tenant and any or all
of Tenant's Parties (defined below): (i) Tenant shall, at its own cost, at
all times comply (and cause all others to comply) with all laws (federal,
state or local) relating to Hazardous Materials, including, but not limited
to, all Environmental Laws (defined below), and Tenant shall further, at
its own cost, obtain and maintain in full force and effect at all times all
permits and other approvals required in connection therewith; (ii) Tenant
shall promptly provide Landlord with complete copies of all communications,
permits or agreements with, from or issued  by any governmental authority or
agency (federal, state or local) or any private entity relating in any way
to the presence, release, threat of release, or placement of Hazardous
Materials on or in the Premises or any portion of the Property, or the
generation, transportation, storage, use, treatment, or disposal at, on, in
or from the Premises, of any Hazardous Materials, (iii) Landlord and
Landlord's agents and employees shall have the right to either or both (x)
enter the Premises and (y) conduct appropriate tests for the purposes of
ascertaining Tenant's compliance with all applicable laws (including
Environmental Laws), rules or permits relating in any way to the generation,
transport, storage, use, treatment, disposal or presence of Hazardous
Materials on, at, in or from all or any portion of either or both of the
Premises and the Property; and (iv) upon written request by Landlord, Tenant
shall provide Landlord with the results of reasonably appropriate tests of
air, water or soil to demonstrate that Tenant complies with all applicable
laws, rules or permits relating in any way to the generation, transport,
storage, use, treatment, disposal or presence of Hazardous Materials on,
at, in or from all or any portion of either or both of the Premises and the
Property. This Section 9.2 does not authorize the generation, trans-
portation, storage, use, treatment or disposal of any Hazardous Materials
at, to, from, on or in the Premises, without Landlord's prior written
consent, which consent Landlord may withhold in its sole discretion.
Tenant covenants to investigate, clean up and otherwise remediate, at
Tenant's sole expense, any release of Hazardous Materials caused,
Page 13
contributed to, or created by any or all of (A) Tenant and (B) any or
all of Tenant's officers, directors, members, managers, partners, invitees,
agents, employees, contractors or representatives ("Tenant Parties")
during the Term. Such investigation and remediation shall be performed
only after Tenant has obtained Landlord's prior written consent; provided,
however, that Tenant shall be entitled to respond immediately to an
emergency without first obtaining such consent. All remediation shall be
performed ins strict compliance with Environmental Laws and to the
reasonable satisfaction of Landlord. Tenant shall be liable for any and
all conditions covered hereby, and for the all costs relating thereto,
that are caused or created by Tenant and any or all of Tenant's Parties.
Tenant shall not enter into any settlement agreement, consent decree or
other compromise with respect to any claims relating to any Hazardous
Materials in any way connected to the Premises without first obtaining
Landlord's written consent (which consent may be given or withheld in
Landlord's sole, but reasonable, discretion) and affording Landlord the
reasonable opportunity to participate in any such proceedings. As used
herein, the term (x) "Environmental Laws" shall mean any and all laws
pertaining to Hazardous Materials or that otherwise deal with, or relate
to, air or water quality, air emissions, soil or ground conditions or
other environmental matters of any kind; and (y) "Hazardous Materials"
shall mean any waste, material or substance (whether in the form of
liquids, solids or gases, and whether or not airborne) that is or may be
deemed to be or include a pesticide, petroleum, asbestos, polychlorinate
biphenyl, radioactive material, urea formaldehyde or any other pollutant
or contaminant that is or may be deemed to be hazardous, toxic, ignitable,
reactive, corrosive, dangerous, harmful or injurious, or that presents a
risk to public health or to the environment, and that is or becomes
regulated by any Environmental Law.  The undertakings, covenants and
obligations imposed on Tenant under this Section 9.2 shall survive the
termination or expiration of this Lease.
9.2 (b) ISRA. Without limiting anything hereinabove contained in this
Section 9.2, Tenant expressly covenants and agrees to fully comply with the
provisions of the New Jersey Industrial Site Recovery Act (N.J.S.A 13:1K-6,
et seq.) hereinafter referred to as "ISRA", and all regulations promulgated
thereto (or under its predecessor statute, the New Jersey Environmental
Cleanup Responsibility Act) prior to the expiration or earlier termination
of this Lease or at any time that any action of Tenant triggers the
Page 14
applicability of ISRA. In particular, Tenant agrees that it shall comply
with the provisions of ISRA in the event of any "closing, terminating or
transferring" of Tenant's operations, as defined by and in accordance with
the regulations which have been promulgated pursuant to ISRA. In the event
evidence of such compliance is not delivered to Landlord prior to surrender
of the Premises by Tenant to Landlord, it is understood and agreed that
the Tenant shall be liable to pay to the Landlord an amount equal to two
times the annual Base Rent then in effect, prorated on a monthly basis,
together with the applicable Additional Rent from the date of such
surrender until such time as evidence of compliance with ISRA has been
delivered to Landlord, and together with any costs and expenses incurred by
Landlord in enforcing Tenant's obligations under this Section 9.2(b).
Evidence of compliance, as used herein, shall mean a "letter of non-
applicability" issued by the New Jersey Department of Environmental
Protection, hereinafter referred to as "NJDEP", or an approved "no further
action letter" or a "remediation action work-plan" which has been fully
implemented and approved by NJDEP. Evidence of compliance shall be
delivered to Landlord, together with copies of all submissions made to,
and received from, the NJDEP, including all environmental reports, test
results and other supporting documentation. In addition to the above,
Tenant hereby agrees that it shall cooperate with Landlord in the event of
the termination or expiration of any other lease affecting the Property, or
a transfer of any portion of the Property, or any interest herein, which
triggers the provisions of ISRA. In such case, Tenant agrees that it shall
fully cooperate with Landlord in connection with any information or
documentation which may be requested by the NJDEP. In the event that any
remediation of the Property is required in connection with the conduct by
Tenant of its business in the Premises, Tenant expressly covenants and
agrees that it shall be responsible for that portion of said remediation
which is attributable to the Tenant's use and occupancy thereof. Tenant
hereby represents and warrants that its Standard Industrial Classification
No. is 2741 and that Tenant shall not generate, manufacture, refine,
transport, treat, store, handle or dispose of Hazardous Materials, as above
defined. Tenant hereby agrees that it shall promptly inform Landlord of
any change in its SIC number or the nature of the business to be conducted
in the Premises. The within covenants shall survive the expiration or
earlier termination of the Term.
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10.Insurance
10.1 Insurance to be Maintained by Landlord. Landlord shall maintain (a)
"all risk" property insurance covering the Property (at its full replacement
cost), but excluding Tenant's Property (defined below), and (b) commercial
general public liability insurance covering Landlord for claims arising
out of liability for bodily injury, death, personal injury, advertising
injury and property damage occurring in and about the Property and other-
wise resulting from any acts and operations of Landlord, its agents and
employees, and (c) rent loss insurance (collectively, "Landlord's
Policies"), all of the above with limits that are required by any lender(s)
of Landlord, or as are otherwise reasonably determined by Landlord.
10.2 Insurance to be Maintained by Tenant. Tenant shall purchase, at its
own expense, and keep in force at all times during this Lease the policies
of insurance set forth below in Sections 10.2.1 and 10.2.2 (collectively,
"Tenant's Policies"). All Tenant's Policies shall (a) be issued by an
insurance company with a Best rating of A-X or better and otherwise
reasonably acceptable to Landlord and shall be licensed to do business in
the state of New Jersey; (b) provide that said insurance shall not be
canceled or materially modified unless 30 days' prior written notice shall
have been given to Landlord; and (c) otherwise be in such form, and include
such coverages, as Landlord may reasonably require. All Tenant's Policies
(or, at Landlord's option, Certificates of Insurance, in a form reasonably
acceptable to Landlord, evidencing said Tenant's Policies), shall be
delivered at least 30 days prior to the expiration of each Tenant's Policy.
10.2.1 General Liability and Auto Insurance. Tenant shall purchase and
maintain, throughout the Term, a Tenant's Policy(ies) of (i) commercial
general liability insurance, including personal injury and property
damage, in the amount of not less than $2,000,000.00 per occurrence, and
$5,000,000.00 annual general aggregate, per location; (ii) comprehensive
automobile liability insurance covering Tenant against any losses arising
out of liability for personal injuries or deaths of persons and property
damage occurring in or about the Premises or Property in the amount of
not less than $1,000,000, combined single limit. The Tenant's Policies
required by this Section 10.2.1 shall (a) name Landlord and any party
holding an interest to which this Lease may be subordinated as additional
Page 16
insureds; (b) provide coverage on an occurrence basis; (c) provide
coverage for the indemnity obligations of Tenant under this Lease; (d)
contain a severability of insured parties provision and/or a cross
liability endorsement; (e) be primary, not contributing with, and not in
excess of, coverage that Landlord may carry; and (f) provide coverage
with no exclusion for a pollution incident arising from a hostile fire.
10.2.2 Property and Workers' Compensation Insurance. Tenant shall
purchase and maintain, throughout the Term, a Tenant's Policy or Policies
of (i) "all-risk" property insurance covering Tenant's Property (at its
full replacement cost), and damage to other property resulting from any
acts or operations of Tenant, and (ii) workers' compensation insurance
per the applicable state statutes covering all employees of Tenant.
10.3 Waiver of Subrogation. To the extent permitted by law, and without
affecting the coverage provided by insurance required to be maintained
hereunder, Landlord and Tenant each waive any right to recover against
the other for (a) damages to property, (b) damages to all or any
portion of either or both of the Premises and the Property, (c) claims
arising by reason of the foregoing, to the extent such damages and claims
are insured against, or required to be insured against, by Landlord or
Tenant under this Lease, or (d) claims paid by Tenant's workers' com-
pensation carrier. This provision is intended to waive, fully and for the
benefit of each party, any rights and/or claims which might give rise to a
right of subrogation by any insurance carrier. The coverage obtained by each
party pursuant to this Lese shall include, without limitation, a waiver of
subrogation by the carrier which conforms to the provision of this section.
11. Alteration.
11.1 Procedural Requirements. Tenant may, from time to time, at its expense,
make alterations or improvements in and to the Premises (hereinafter
collectively referred to as "Alterations"), provided that Tenant first
obtains the written consent of Landlord in each instance. Landlord's consent
to Alterations shall not be reasonably withheld, provided that: (a) the
Alterations are non-structural and the structural integrity of the Premises
and Property shall not be affected; (b) the Alterations are to the interior
of the Premises: (c) the proper functioning of the mechanical, electrical,
heating, ventilating, air-conditioning ("HVAC"), sanitary and other service
system of the Premises and Property shall not be affected and the usage of
Page 17
or demand made upon such systems by Tenant shall not  be increased: (d) the
Alterations have no adverse effect on other leased premises in the Property;
(e) Tenant shall have appropriate insurance coverage, reasonably satis-
factory to Landlord, regarding the performance and installation of the
Alterations; and (g) Tenant shall have provided Landlord with reasonably
detailed plans and specifications for such Alterations in advance of re-
questing Landlord's consent. Additionally, before proceeding with any
Alterations, Tenant shall (i) at Tenant's expense, obtain all necessary
governmental permits and certificates for the commencement and prosecution
of Alterations; (ii) submit to Landlord, for Landlord's written approval,
working drawings, plans and specifications and all permits for the work
to be done and Tenant shall not proceed with such Alterations until it
has received said approval; and (iii) cause those contractors, material-
men and suppliers engaged to perform the Alterations to deliver to Landlord
certificates of insurance (in a form reasonably acceptable to Landlord)
evidencing policies of commercial general liability insurance (providing
the same coverages as required in Section 10.2(i) above) and workers'
compensation insurance. Such insurance policies shall satisfy the
obligations imposed under Section 10.2(a) through (d) and (f) through (i).
After obtaining Landlord's approval to the Alterations, Tenant shall give
Landlord at least five days' prior written notice of the commencement of
any Alterations at the Premises, and Landlord may elect to record and post
notices of non-responsibility at the Premises.
11.2 Performance of Alterations. Tenant shall cause the Alterations to
be performed in compliance with all applicable permits, laws and require-
ments of public authorities, and with Landlord's reasonable rules and
regulations or any other restrictions that Landlord may impose on the
Alterations. Tenant shall cause the Alterations to be diligently performed
in a good and workmanlike manner, using new materials and equipment at least
equal in quality and class to the standards for the Property established by
Landlord. Tenant shall obtain all necessary permits and certificates for
final governmental approval of the Alterations and shall provide Landlord
with "as built" plans, copies of all construction contracts, governmental
permits, approvals and certificates of occupancy and proof of payment for
all labor and materials, including, without limitation, copies of paid
invoices and final lien waivers. Anything herein contained to the
contrary notwithstanding, it is expressly understood and agreed that
Page 18
landlord reserves the right to perform any such Alterations, at Tenant's
sole cost and expense.
11.3 Lien Prohibition. Tenant shall pay when due all claims for labor
and material furnished to the Premises in connection with the Alterations.
Tenant shall not permit any construction lien to attach to the Premises
or the Property. Tenant, at its expense, shall procure the satisfaction
or discharge of record of all such liens and encumbrances within 30 days
after the filing hereof; or, within such thirty day period, Tenant shall
provide Landlord, at Tenant's sole expense, with endorsements
(satisfactory, both in form and substance, to Landlord and the holder of
any mortgage or deed of trust, insuring against the existence of, and
any attempted enforcement of, such lien. In the event Tenant has not so
performed, Landlord may, at its option, pay and discharge such lien and
Tenant shall be responsible to reimburse Landlord, on demand and as
Additional Rent under this Lease, for all costs and expenses incurred in
connection therewith, together with interest thereon at the rate set
forth in Section 22.3, which expenses shall include reasonable fees of
attorneys of Landlord's choosing, and any costs in posting bond to
effect discharge or release of the lien as an encumbrance against the
Premises or the Property.
12. Landlord's and Tenant's Property.
12.1 Landlord's Property. Subject to Section 12.2, all fixtures,
machinery, equipment, improvements and appurtenances attached to, or
built into, the Premises at the commencement of, or during the Term,
whether or not placed there by or at the expense of Tenant, shall become
and remain a part of the Premises; shall at Landlord's option be deemed
the property of Landlord (the "Landlord's Property"), without compensation
or credit to Tenant; and shall not be removed by Tenant at the Expiration
Date unless Landlord requests their removal. Further, any personal
property in the Premises on the Commencement Date, movable or otherwise,
unless installed and paid for by Tenant, shall be and shall remain the
property of Landlord and shall not be removed by Tenant.  In no event
shall Tenant remove any of the following materials or equipment without
Landlord's prior written consent (which consent may be given or withheld
in Landlord's sole discretion): any power wiring or power panels, lighting
or lighting fixtures, wall or window coverings, carpets or other floor
coverings, heaters, air conditioners or any other HVAC equipment, fencing
Page 19
or security gates, or other similar building operating equipment and
decorations.
12.2 Tenant's Property. All movable non-structural partitions, business
and trade fixtures, machinery and equipment, communications equipment
and office equipment that are installed in the Premises by, or for the
account of, Tenant and without expense to Landlord and that can be removed
without structural damage to the Premises or to the Property, and all
furniture, furnishings and other articles of movable personal property
owned by Tenant and located in the Premises (collectively, the "Tenant's
Property") shall be and shall remain the property of Tenant and may be
removed by Tenant at any time during the Term, provided Tenant repairs
or pays the cost of repairing any damage to the Premises or to the
Property resulting from the installation and/or removal thereof. At or
before the Expiration Date, or the date of any earlier termination,
Tenant, at its expense, shall remove from the Premises all of Tenant's
Property and any Alterations (except such items thereof as constitute
Landlord's Property; or as Landlord shall have expressly permitted, in
writing, to remain, which property shall become the property of Landlord),
and Tenant shall repair (to Landlord's reasonable satisfaction) any
damage to the Premises or the Property resulting from any installation
and/or removal of Tenant's Property. Any other items of Tenant's Property
that shall remain in the Premises after the Expiration Date, or following
an earlier termination date, may, at the option of Landlord, be deemed
to have been abandoned, and in such case, such items may be retained by
Landlord as its property or be disposed of by Landlord, in Landlord's
sole and absolute discretion and without accountability, at Tenant's
expense, together with an additional fifteen percent of such costs for
Landlord's overhead and profit.  Notwithstanding the foregoing, if Tenant
is in default under the terms of this Lease, it may remove Tenant's
Property from the Premises only upon the express written direction of
Landlord.
13. Repairs and Maintenance
13.1 Tenant Repairs and Maintenance. Tenant shall, at its expense, through-
out the Term, maintain and preserve, in first-class condition (subject to
normal and customary wear and tear), the Premises and the fixtures and
appurtenances herein (including, but not limited to, the Premises'
plumbing and electrical systems, all doors, overhead or otherwise, glass
and levelers located in the Premises or otherwise available in the
Property for Tenant's sole use; and excluding, however, those components
Page 20
of the Premises for which Landlord is expressly responsible under Section
13.2. Landlord shall, at Tenant's sole cost and expense, maintain, in full
force and effect, a preventive maintenance and service contract with a
reputable service provider for maintenance of the HVAC systems of the
Premises, which contract shall provide for a minimum of four inspections
per year; Tenant shall reimburse Landlord for the foregoing cost within
15 days following receipt by Tenant of Landlord's invoice therefore.
Tenant shall also be responsible for all cost and expenses incurred to
perform any and all repairs and replacements (whether structural or non-
structural; interior or exterior; and ordinary or extraordinary), in and
to the Premises and the Property and the facilities and systems thereof,
if and to the extent that the need for such repairs or replacements
arises directly or indirectly from any or all of: (a) the performance
or existence of any Alterations, (b) the installation, use or operation
of Tenant's Property in the Premises, (c) the moving of Tenant's
Property in or out of the Property, and (d) any act, omission, misuse, or
neglect of Tenant, any of its subtenants, or others entering into the
Premises by act or omission of Tenant or any subtenant Tenant shall notify
Landlord of the necessity of the need for any such repairs. Any repairs
or replacements required to be made by Tenant to any or all of the
structural components of the Property and the mechanical, electrical,
sanitary, HVAC, or other systems of the Property or Premises shall be
performed by Landlord, at Tenant's sole cost and expense. All such repairs
and replacements shall be subject to the supervision and control of
Landlord, and all repairs and replacements shall be made with materials
of equal or better quality than the items being repaired or replaced.
13.2 Landlord Repairs. Notwithstanding anything contrary herein, Landlord
shall repair, replace and restore the foundation, exterior and interior
load-bearing walls, roof structure and roof covering and tuckpointing of
the Property; provided, however, that (i) all costs and expenses so
incurred by Landlord to repair, replace and restore the above items shall
constitute Operating Expenses; and (ii) notwithstanding (i) above, in the
event that any such repair, replacement or restoration is necessitated by
any or all of the matters set forth in Sections 13.1(a) through (d) above
(collectively "Tenant Necessitated Repairs"), then Tenant shall be required
to reimburse Landlord for all costs and expenses the Landlord incurs in
order to perform such Tenant Necessitated Repairs, and such reimbursement
shall be paid, in full, within 10 days after Landlord's delivery of
demand therefor. Landlord agrees to commence the repairs, replacements or
restoration described in this Section 13.2 within a reasonable period of
Page 21
time after receiving from Tenant written notice of the need for such
repairs.
14. Utilities. Tenant shall purchase all utility services from the
utility or municipality providing such service; shall provide for
scavenger, cleaning and extermination services; and shall pay for such
services when payments are due. Tenant shall be solely responsible for
the repair and maintenance of any meters necessary in connection with such
services. Tenant's use of electrical energy in the Premises shall not, at
any time, exceed the capacity of either or both of (i) any of the electrical
conductors and equipment in or otherwise servicing the Premises; and
(ii) the HVAC systems of either or both of the Premises and the Property.
Notwithstanding the above, Landlord reserves the right to provide all of
the foregoing services to Tenant, and to charge Tenant for the cost of
same.
15. Involuntary Cessation of Services. Landlord reserves the right, without
any liability to Tenant and without affecting Tenant's covenants and
obligations hereunder, to stop service of any or all of the HVAC, electric,
sanitary, elevator (if any), and other systems serving the Premises, or to
stop any other services required by Landlord under this Lease, whenever and
for so long as may be necessary by reason of (i) accidents, emergencies,
strikes, or the making of repairs or changes which Landlord, in good faith,
deems necessary or (ii) any other cause beyond Landlord's reasonable
control. No such interruption of service shall be deemed an eviction or
disturbance of Tenant's use and possession of the Premises or any part
thereof, or render Landlord liable to Tenant for damages, or relieve Tenant
from performance of Tenant's obligations under this Lease, including, but
not limited to, the obligation to pay Rent.
16. Landlord's Rights. Landlord and its respective agents, employees and
representatives shall have the right to enter and/or pass through the
Premises at any time or times upon reasonable prior oral notice (except
in the event of emergency): (a) to examine and inspect the Premises and
to show them to actual and prospective lenders, tenant's (but only during
the last nine months of the lease term, or at any time that Tenant is in
default hereunder beyond applicable notice and cure periods) prospective
purchasers or mortgagees of the Property or providers of capital to
Page 22
Landlord and its affiliates; and (b) to make such repairs, alterations,
additions and improvements in or  to all or any portion of either or both
of the Premises and the Property, or the Property's facilities and
equipment as Landlord is required or desires to make. Landlord shall be
allowed to take all materials into and upon the Premises that may be
required in connection with any repairs, alterations, additions or
improvements, without any liability to tenant and without any reduction or
modification of Tenant's covenants and obligations hereunder; provided,
however, that Landlord shall use reasonable efforts to avoid interference
with Tenant's business operations and Tenant's occupancy and use of the
Premises. During the period of twelve months prior to the Expiration Date
(or any time, if Tenant has vacated or abandoned the Premises or is
otherwise in default under this Lease), Landlord and its agents may
exhibit the Premises to prospective tenants. Additionally, Landlord
shall have the following rights with respect to the Premises, exercisable
without notice to Tenant, without liability to Tenant, and without being
deemed an eviction or disturbance of Tenant's use or possession of the
Premises or giving rise to any claim for setoff or abatement of Rent:
(i) to designate and approve, prior to installation, all types of signs;
(ii) to have pass keys, access cards, or both to the Premises; and
(iii) to decorate, remodel, repair, alter or otherwise prepare the
Premises for reoccupancy during the last ninety days of the Term, if,
during or prior to that time, Tenant vacates the Premises.
17. Non-Liability and Indemnification.
17.1 Non-Liability. Except as provided in Section 17.2.2, none of
Landlord, any managing agent, or t heir respective affiliates, owners,
partners, directors, officers, agents and employees shall be liable to
Tenant for any loss, injury, or damage, to Tenant or to any other person,
or to its or their property, irrespective of the cause of such injury,
damage or loss. Further, except as provided in Section 17.2.2, none of
Landlord, any managing agent, or their respective partners, directors,
officers, agents and employees shall be liable to Tenant (a) for any
damage caused by other tenants or persons in, upon or about the Property,
or caused by operations in construction of any public or quasi-public
work; (b) with respect to matters for which Landlord is liable, for
consequential or indirect damages; (c) any latent defect in the
Premises or the Property; (d) injury or damage to person or property
caused by fire, or theft, or resulting from the operation of heating or
air conditioning or lighting apparatus, or from falling plaster, or from
steam, gas, electricity, water, rain, snow, ice, or dampness, that may
Page 23
leak or flow from any part of the Property, or from the pipes, appliances
or plumbing work of the same.
17.2 Indemnification.
17.2.1. Tenant Indemnification. Tenant hereby indemnifies, defends, and
holds Landlord and Landlord's affiliates ,owners, partners, directors,
officers, agents and employees (collectively, "Landlord Indemnified
Parties") harmless from and against any and all Losses (defined below)
arising from or in connection with any or all of: (a) the conduct or
management of either or both the Property and the Premises or any
business therein, or any work or Alterations done, or any condition
created by any or all of Tenant and Tenant's Parties in or about the
Premises during the Term or during the period of time, if any, prior
to the Commencement Date that Tenant is given access to the Premises;
(b) any act, omission or negligence of any or all of Tenant and Tenant's
Parties; (c) any accident, injury or damage whatsoever (unless caused
by Landlord's negligence) occurring in, at or upon either or both of the
Property and the Premises and caused by any or all of Tenant and Tenant's
Parties; (d) any breach by Tenant of any of its warranties and
representations under this Lease; (e) any actions necessary to protect
Landlord's interest under this Lease in a bankruptcy proceeding or
other proceeding under the Bankruptcy Code; (f) any violation or
alleged violation by any or all of Tenant and Tenant's Parties of any
Law including, without limitation, any Environmental Law; (g) any breach
of the provisions of Section 9 by any or all of Tenant and Tenant's
parties; (h) claims for work or labor performed or materials supplies
furnished to or at the request of any or all of Tenant and Tenant's
Parties; (i) claims arising from any breach or default on the part of
Tenant in the performance of any covenant contained in this Lease; (j)
any Hazardous Materials used, exposed, emitted, released, discharged,
generated, manufactured, sold, transported, handled, stored, treated,
reused, presented, disposed of or recycled in, at, near or under all
or any portion of the Premises as a result of the acts or omissions
of any or all of Tenant and Tenant's Parties; and (k) the violation
of any Environmental Law or any permit, application or consent required
in connection with any Environmental Law by any or all of Tenant and
Tenant's Parties with respect to the Premises during the Term, excluding
however, any violation of any Environmental Law resulting directly from
the acts or omissions of Landlord and Landlord's employees, agents and
Page 24
contractors (collectively, "Tenant's Indemnified Matters"). In case any
action or proceeding is brought against any or all of Landlord and the
Landlord Indemnified Parties by reason of any of Tenant's Indemnified
Matters, Tenant, upon notice from any or all of Landlord or any Superior
Party (defined below), shall resist and defend such action or proceeding
by counsel reasonably satisfactory to, or selected by, Landlord. The
term "Losses" shall mean all claims, demands, expenses, actions, judg-
ments, damages (actual but not consequential), penalties, fines,
liabilities, losses of every kind and nature (including, without
limitation, property damage, diminution in value of Landlord's interest
in the Premises or the Property, damages for the loss or restriction on
use of any space or amenity within the Premises or the Property, damages
arising from any adverse impact on marketing space in the Property, sums
paid in settlement of claims and any costs and expenses associated with
injury, illness or death to or of any person), suits, administrative
proceedings, costs and fees, including, without limitation, attorneys'
and consultants' reasonable fees and expenses, and the costs of cleanup,
remediation, removal and restoration, that are in any way related to any
matter covered by the foregoing indemnity. The provisions of this
Section 17.2.1 shall survive the expiration or termination of this Lease.
17.2.2 Landlord Indemnification. Landlord hereby indemnifies, defends
and holds Tenant harmless from and against any and all Losses actually
suffered or incurred by Tenant as the sole and  direct result of any
negligent, willful or intentional acts or omissions of any or all of
Landlord and any parties within the direct and sole control of Landlord.
In addition, Landlord agrees that it shall indemnify, defend and save
harmless the Tenant from and against any and all Losses actually suffered
or incurred by Tenant in connection with the environmental condition of
the Premises existing as of the Commencement Date hereunder.  In the event
that any action or proceeding is brought against Tenant, and the foregoing
indemnity is applicable to such action or proceeding by counsel reasonably
satisfactory to Tenant. Notwithstanding anything to the contrary set forth
in this Lease, however, in all events and under all circumstances, the
liability of Landlord to Tenant shall be limited to the interest of
Landlord in the Property, and Tenant agrees to look solely to Landlord's
interest in the Property for the recovery of any judgment or award against
Landlord, it being intended that Landlord shall not be personally liable
for any judgment or deficiency. The provisions of this Section 12.2.2 shall
Page 25
survive the expiration or termination of this Lease.
17.3 Force Majeure. The obligations of Tenant hereunder shall not be
affected, impaired or excused, and Landlord shall have no liability what-
soever to Tenant, with respect to any act, event or circumstance arising
out of (a) Landlord's failure to fulfill, or delay in fulfilling any of
its obligations under this Lease by reason of labor dispute, governmental
preemption of property in connection with a public emergency or shortages
of fuel, supplies, or labor, or any other cause, whether similar or
dissimilar, beyond Landlord's reasonable control; or (b) any failure or
defect in the supply, quantity or character of utilities furnished to the
Premises, or by reason of any requirement, act or omission of any public
utility or others serving the Property, beyond Landlord's reasonable
control.
18. Damage or Destruction.
18.1 Notification and Repair. Tenant shall give prompt notice to Landlord
of (a) any fire or other casualty to Premises or the Property, and (b) any
damage to, any part or appurtenance of the Property's sanitary, electrical,
HVAC, elevator or other systems located in or passing  through the Premises
or any part thereof. Subject to the provisions of Section 18.3 below, if
either or both of the Property and the Premises is damaged by fire or
other insured casualty, Landlord shall repair the damage and restore and
rebuild the Property and/or the Premises (except for Tenant's Property)
with reasonable dispatch after (x) notice to it of the damage or
destruction and (y) the adjustment of the insurance proceeds attributable
to such damage. Subject to the provisions of Section 18.3 below, Tenant
shall not be entitled to terminate this Lease and no damages, compensation
or claim shall be payable by Landlord for purported inconvenience, loss
of business or annoyance arising from any repair or restoration of any
portion of the Premises or the Property pursuant to this Section. Landlord
shall use its diligent, good faith efforts to make such repairs or
restoration promptly and in such manner as not to unreasonably interfere
with Tenant's use and occupancy of the Premises, but Landlord shall not
be required to do such repairs or restoration work except during normal
business hours of business days.
18,2 Rental Abatement. Provided that any damage to either or both of the
Property and the Premises is not caused by, or the result of acts or
omissions by, any or all of Tenant and Tenant's Parties, if (a) the
Page 26
Property is damaged by fire or other casualty thereby causing the Premises
to be inaccessible or (b) the Premises are partially damaged by fire or
other casualty, the Rent shall be proportionally abated to the extent of
any actual loss of use of the Premises by Tenant.
18.3 Total Destruction. If the Property or the Premises shall be totally
destroyed by fire or other casualty, or if the Property shall be so
damaged by fire or other casualty that (in the reasonable opinion of a
reputable contractor or architect designated by Landlord) its repair or
restoration requires more than 180 days, Landlord and Tenant shall each
have the option to terminate this Lease (by so advising the other, in
writing) within 10 days after said contractor or architect delivers
written notice of its opinion to Landlord and Tenant (which shall be within
thirty days following such casualty), but in all events prior to the
commencement of any restoration of the Premises or the Property by Landlord.
In such event, the termination shall be effective as of the date upon
which either Landlord or Tenant, as the case may be, receives timely
written notice from the other terminating this Lease pursuant to the
preceding sentence. If neither Landlord nor Tenant timely delivers a
termination notice, this Lease shall remain in full force and effect.
Notwithstanding the foregoing, if (A) any holder of a mortgage or deed
of trust encumbering the Property or landlord pursuant to a ground lease
encumbering the Property (collectively, "Superior Parties") or other
party entitled to the insurance proceeds fails to make such proceeds
available to Landlord in an amount sufficient for restoration of the
Premises or the Property, or (B) the issuer of any casualty insurance
policies on the Property fails to make available to Landlord sufficient
proceeds for restoration of the Premises or the Property, then Landlord
may, at Landlord's sole option, terminate this Lease by giving Tenant
written notice to such effect within 30 days after Landlord receives
notice from the Superior Party or insurance company, as the case may be,
that such proceeds shall not be made available, in which event the
termination of this Lease shall be effective as of the date Tenant
receives written notice from Landlord of Landlord's election to terminate
this Lease. Landlord shall have no liability to Tenant, and Tenant shall
not be entitled to terminate this Lease by virtue of any delays in
completion of repairs and restoration. For purposes of this Section 18.3
only, "full insurable value" shall mean replacement cost, less the cost
of footing, foundations and other structures below grade.
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18.4 Insurance Proceeds. Landlord shall not be obligated to expend in
repairs and restoration an amount in excess of the proceeds of insurance
recovered with respect to any casualty. Tenant acknowledges that Landlord
shall be entitled to the full proceeds of any insurance coverage, whether
carried by Landlord or Tenant, for damage to either or both of the
Premises and the Property (excluding any proceeds for damage to Tenant's
Property). In the event that either or both of the Premises and the
Property are not repaired or reconstructed, all proceeds of insurance
(excluding any proceeds covering Tenant's Property), whether carried by
Landlord or Tenant, shall be payable to Landlord. Landlord's duty to
repair the Premises and the Property (excluding Tenant's Property) is
limited to repairing the Premises to the condition existing immediately
prior to such fire or other casualty.
19. Eminent Domain.  If the whole, or any substantial (as reasonably
determined by Landlord) portion, of the Property is taken or condemned
for any public use under any Law or by right of eminent domain, or by
private purchase in lieu thereof, and such taking would prevent or
materially interfere with the Permitted Use of the Premises, this Lease
shall terminate effective when the physical taking of said Premises
occurs. If less than a substantial portion of the Property is so taken
or condemned, or if the taking or condemnation is temporary (regardless
of the portion of the Property affected), this Lease shall not terminate,
but the Rent payable hereunder shall be proportionally abated to the
extent of any actual loss of use of the Premises by Tenant. Landlord
shall be entitled to any and all payment, income, rent or award, or any
interest therein whatsoever which may be paid or made in connection
with such taking or conveyance, and Tenant shall have no claim against
Landlord or the condemning authority for the value of any unexpired
portion of this Lease. Notwithstanding the foregoing, any compensation
specifically and independently awarded to Tenant for loss of business
or goodwill, or for its personal property, or for relocation expenses
shall be the property of Tenant.
20. Surrender and Holdover. On the last day of the Term, or upon any
earlier termination of this Lease, or upon any re-entry by Landlord
upon the Premises, (a) Tenant shall quit and surrender the Premises to
Landlord "broom-clean" and in good order, condition and repair, except
for ordinary wear and tear and such damage or destruction as Landlord
is required to repair or restore under this Lease, (b) Tenant shall
remove all of Tenant's Property therefrom, except as otherwise expressly
Page 28
provided in this Lease, and (c) Tenant shall surrender to Landlord any
and all keys, access cards, computer codes or any other items used to
access the Premises. Pursuant to Sections 16(a) and (b), Landlord shall
be permitted to inspect the Premises in order to verify compliance with
this Section 20 at any time prior to (x) the Expiration Date, (y) the
effective date of any earlier termination of this Lease, or (z) the
surrender date otherwise agreed to in writing by Landlord and Tenant.
Landlord and Tenant hereby agree that they shall conduct a walk through
inspection of the Premises at least ninety days prior to the expiration
date, at which time Landlord shall determine which alterations and
improvements will need to be removed by the Landlord at Tenant's sole
cost and expense, and which shall remain. The obligations imposed under
the first sentence of this Section 20 shall survive the termination or
expiration of this Lease. If any repairs are required to be performed
in, to or at the Premises (pursuant to the first sentence of this
Section 20 or any other applicable provision of this Lease) upon the
expiration or termination of the Term, Tenant shall cause such repairs
to be performed, to Landlord's reasonable satisfaction, by no later than
the date on which this Lease is terminated or expired. If Tenant fails
to timely comply with the preceding sentence, then Landlord shall have
the right to cause the repairs to be performed, at Tenant's expense,
and all such expenses so incurred by Landlord shall bear interest (at
the rate specified in the second sentence of Section 22.3) from the
date the expense is incurred until the date paid, in full, by Tenant
(inclusive of interest). If Tenant remains in possession after the
expiration date hereof or after any earlier  termination date of this
Lease or of Tenant's right to possession: (i) Tenant shall be deemed
a tenant-at-will; (ii) Tenant shall pay 200% of the aggregate of Base
Rent and Additional Rent last prevailing hereunder, and also shall pay
all actual damages sustained by Landlord, directly by reason of Tenant's
remaining in possession after the expiration or termination of this
Lease; (iii) there shall be no renewal or extension of this Lease by
operation of law; and (iv) the tenancy-at-will may be terminated by
either party hereto upon 30 days' prior written notice given by the
terminating party to the non-terminating party. The provision of this
Section 20 shall not constitute a waiver by Landlord of any re-entry
rights of Landlord provided hereunder or by law.
21. Events of Default.
21.1 Bankruptcy of Tenant. It shall be a default by Tenant under this
Lease if Tenant makes an assignment for the benefit of creditors, or
Page 29
files a voluntary petition under any state or federal bankruptcy or
insolvency law, or an involuntary petition alleging an act of bankruptcy
or insolvency is filed against Tenant under any state or federal
bankruptcy or insolvency law that is not dismissed within 90 days, or
whenever a petition is filed by or against (to the extent not dismissed
within 90 days) Tenant under the reorganization provision of the United
States Bankruptcy Code or under the provisions of any law or like import,
or whenever a petition shall be filed by Tenant under the arrangement
provisions of the United States Bankruptcy Code or similar law, or
whenever a receiver of Tenant, or of, or for, the property of Tenant
shall be appointed, or Tenant admits it is insolvent or is not able
to pay its debts as they mature.
21.2 Default Provisions. Each of the following shall constitute a default
by Tenant under this lease: (a) if Tenant fails to pay Rent or any other
payment within five days of the date on which said payment is due; or
(b) if Tenant fails, whether by action or inaction, to timely comply with,
or satisfy, any or all of the obligations imposed on Tenant under this
Lease (other than the obligation to pay Rent) for a period of 30 days
after Landlord's delivery to Tenant of written notice of such default
under this Section 21.2(b); provided, however, that if the default
cannot, by its nature, be cured within such 30 day period, but Tenant
commences and diligently pursues a cure of such default promptly within
the initial 30 day cure period, then Landlord shall not exercise its
remedies under Section 22 unless such default remains uncured for more
than 60 days after the initial delivery of Landlord's original default
notice.
22. Rights and Remedies.
22.1 Landlord's Cure Rights Upon Default of Tenant. If Tenant defaults
in the performance of any of its obligations under this Lease, Landlord,
without thereby waiving such default, may (but shall not be obligated
to) perform the same for the account, and at the expense of, Tenant
upon compliance with any notice requirements and cure periods set forth
in Section 21.2.
22.2 Landlord's Remedies. In case of any such default under Section 21.2,
at any time following the expiration of the respective grace periods
above mentioned, Landlord may serve a notice upon Tenant electing to
terminate this Lease upon a specified date not less than seven days after
the date of serving such notice and this Lease shall then expire on the
date so specified as if that date had been originally fixed as the
Page 30
expiration date of the Term therein granted; however, a default under
Section 21.2, hereof shall be deemed waived if such default is made good
before the date specified for termination in the notice of termination
served on Tenant. All base Rent and Additional Rent payable by Tenant
following Tenant's receipt of a notice of monetary default shall be
made by way of certified or bank cashier's check. In case this Lease
shall be terminated as hereinbefore provided, or by summary proceedings
or otherwise, Landlord or its agents may, immediately or any time there-
after, re-enter and resume possession of the Premises or such part
thereof, and remove all persons and property therefrom, either by summary
proceedings or by a suitable action or proceeding at law, without being
liable for any damages therefor. No re-entry by Landlord shall be deemed
an acceptance of a surrender of this Lease. In case this Lease shall be
terminated as hereinabove provided, or by summary proceedings or other-
wise, Landlord may, in its own name and in its own behalf, relet the
whole or any portion of the Premises, for any period equal to or greater
or less than the remainder of the then current Term, for any sum which
it may deem reasonable, to any tenant which it may deem suitable and
satisfactory, and for any use and purpose which it may deem appropriate,
and in connection with any such lease Landlord may make such changes in
the character of the improvements on the Premises as Landlord may
determine to be appropriate or helpful in effecting such lease and may
grant concessions or free rent. Landlord shall use reasonable efforts to
relet the Premises, so as to mitigate the damages otherwise payable by
Tenant hereunder. Landlord shall not in any event be required to pay
Tenant any surplus of any sums received by Landlord on a reletting of
the Premises in excess of the rent reserved in this Lease. Landlord
shall be entitled to recover from Tenant the sum equal to all expenses,
including reasonable counsel fees, incurred by Landlord in recovering
possession of the Premises, the cost of reletting the Premises, and
the cost and charges for the care of Premises while vacant, which
damages shall be due and payable by Tenant to Landlord at such time or
times as such expenses shall have been incurred by Landlord.
22.3 Additional Rights of Landlord. Any and all costs, expenses and
disbursements, of any kind or nature, incurred by Landlord in connection
with the enforcement of any and all of the terms and provisions of this
Lease, including attorneys' reasonable fees (through all appellate
proceedings), shall be due and payable (as Additional Rent) upon
Landlord's submission of an invoice therefor. All sums advanced by
Page 31
Landlord on account of Tenant under this Section, or pursuant to any
other provision of this Lease, and all Base Rent and Additional Rent, if
not paid by Tenant and received by Landlord within thirty days of the
date when due hereunder, shall bear interest at the rate of one and one
half percent per month from the date such payment is due until the date
of payment thereof, and such interest shall be and constitute Additional
Rent and be due and payable upon Landlord's or Agent's submission of an
invoice therefor. The various rights, remedies and elections of
Landlord reserved, expressed or contained herein are cumulative and no
one of them shall be deemed to be exclusive of the others or of such
other rights, remedies, options or elections as are now or may hereafter
be conferred upon Landlord by law.
22.4 Event of Bankruptcy.  In addition to, and in no way limiting the
other remedies set forth herein, Landlord and Tenant agree that if Tenant
ever becomes the subject of a voluntary or involuntary bankruptcy,
reorganization, composition, or other similar type proceeding under the
federal bankruptcy laws, as now enacted or hereinafter amended, then:
(a) "adequate assurance of future performance" by Tenant and/or assignee
of Tenant pursuant to Bankruptcy Code Section 365 will include (but not
be limited to) payment of an additional/new security deposit in the
amount of three times the then current Base Rent payable hereunder;
(b) any person or entity to which this Lease is assigned, pursuant to
the provisions of the Bankruptcy Code, shall be deemed, without further
act or deed, to have assumed all of the obligations of Tenant arising
under this Lease on and after the effective date of such assignment,
and any such assignee shall, upon demand by Landlord, execute and
deliver to Landlord an instrument confirming such assumption of
liability; (c) notwithstanding anything in this Lease to the contrary,
all amounts payable by Tenant to or on behalf of Landlord under this
Lease, whether or not expressly denominated as "Rent", shall constitute
"rent" for the purposes of Section 502(b)(6) of the Bankruptcy Code;
and (d) if this Lease is assigned to any person or entity pursuant to
the provisions of the Bankruptcy Code, any and all monies or other
considerations payable or otherwise to be delivered to Landlord
(including Base Rent, Additional Rent and other amounts hereunder), shall
be and remain the exclusive property of Landlord and shall not constitute
property of Tenant or of the bankruptcy estate of Tenant. Any and all
monies or other considerations constituting Landlord's property under
the preceding sentence not paid or delivered to Landlord shall be held
in trust by Tenant or Tenant's bankruptcy estate for the benefit of
Page 33
Landlord and shall be promptly paid to or turned over to Landlord.
23. Broker. Tenant covenants, warrants and represents that the broker set
forth in Section 1.9(A) was the only broker to represent Tenant in the
negotiations of this Lease ("Tenant's Broker"). Landlord covenants,
warrants and represents that the broker set forth in Section 1.9(B)
was the only broker to represent Landlord in the negotiation of this
Lease ("Landlord's Broker"). Landlord shall be solely responsible for
paying the commission of both Landlord's Broker and Tenant's Broker.
Each party agrees to and hereby does defend, indemnify and hold the
other harmless against and from any brokerage commissions or finder's
fees or claims therefor by a party claiming to have dealt with the
indemnifying party and all costs, expenses and liabilities in connection
therewith, including, without limitation, reasonable attorney's fees and
expenses, for any breach of the foregoing. The foregoing indemnification
shall survive the termination of this Lease for any reason.
24. Tenant's Financial Information. The Tenant agrees, at the request of
the Landlord, to be made not more than once during any lease year, to
furnish its latest current income and balance statements, certified to
by any officer of the corporation. Landlord shall request such financial
information only upon the proposed sale or refinancing of the Property.
25. Miscellaneous.
25.1 Merger. All prior understandings and agreements between the parties
are merged in this Lease, which alone fully and completely expresses the
agreement of the parties. No agreement shall be effective to modify this
Lease, in whole or in part, unless such agreement is in writing and is
signed by the party against whom enforcement of said change or
modification is sought.
25.2 Notices. Any notice required to be given by either party pursuant to
this Lease, shall be in writing and shall be deemed to have been properly
given, rendered or made only if personally delivered, or if sent by Federal
Express or other comparable commercial overnight delivery service,
addressed to the other party at the addresses set forth below (or to such
other address as Landlord or Tenant may designate to each other from time
to time by written notice), and shall be deemed to have been given,
rendered or made on the day so delivered or on the first business day
Page 33
after having been deposited with the courier service:
If to Landlord: First Industrial, L.P.
                43 US Highway 46 East Suite 701
                P.O.Box 600
                Pine Brook, New Jersey 07058
                Attention: Mr. Hayden Tiger
With a copy to: Epstein, Fitzsimmons, Brown, Ringle, Gioia & Jacobs
                245 Green Village Road
                Chatham Township, New Jersey 07928-0901
If to Tenant:   Instructivision, Inc.
                16 Chapin Road, Unit 904
                P.o.Box 2004
                Pine Brook, New Jersey 07058
                Attn.: Ms. Rosemary Comras
With a copy to: Bendit Weinstock
                80 Main Street
                West Orange, New Jersey 07052
                Attn: Joannne M. Sarubbi, ESQ.
25.3 Non-Waiver. The failure of either party to insist, in any one or more
instances, upon the strict performance of any one or more of the
obligations of this Lease, or to exercise any election herein contained,
shall not be construed as a waiver or relinquishment for the future of
the performance of such one or more obligations of this Lease or of
the right to exercise such election, but the Lease shall continue and
remain in full force and effect with respect to any subsequent breach,
act or omission. The receipt and acceptance by Landlord of Base Rent
or Additional Rent with knowledge of breach by Tenant of any obligation
of this Lease shall not be deemed a waiver of such breach.
25.4 Legal Costs. Any party in breach or default under this Lease (the
"Defaulting Party") shall reimburse the other party (the "Nondefaulting
Party") upon demand for any reasonable legal fees and court (or other
administrative proceeding) costs or expenses that the Nondefaulting
Party incurs in connection with the breach or default, regardless
whether suit is commenced or judgment entered. Such costs shall include
legal fees and costs incurred for the negotiation of a settlement,
enforcement of rights or otherwise. Furthermore, in the event of
litigation, the court in such action shall award to the party in
whose favor a judgment is entered a reasonable sum as attorneys' fees
and costs, which sum shall be paid by the losing party. Tenant shall
pay Landlord's attorneys' reasonable fees incurred in connection
with Tenant's request for Landlord's consent under provisions of this
Page 34
Lease governing assignment and subletting, or in connection with any
other act which Tenant proposes to do and which requires Landlord's
consent.
25.5 Parties Bound. Except as otherwise expressly provided for in this
Lease, this Lease shall be binding upon and inure to the benefit of,
the successors and assignees of the parties hereto. Tenant hereby
releases Landlord named herein from any obligations of Landlord for
any period subsequent to the conveyance and transfer of Landlord's
ownership interest in the Property. In the event of such conveyance
and transfer, Landlord's obligations shall thereafter be binding upon
each transferee (whether Successor Landlord or otherwise). No obligation
of Landlord shall arise under this Lease until the instrument is signed
by, and delivered to, both Landlord and Tenant.
25.6 Recordation of Lease. Tenant shall not record or file this Lease
(or any memorandum hereof) in the public records of any county or
state.
25.7 Survival of Obligations. Upon the expiration or other termination
of this Lease, neither party shall have any further obligation nor
liability to the other except as otherwise expressly provided in this
Lease and except for such obligations as, by their nature or under the
circumstances, can only be, or by the provisions of this Lease, may be
performed after such expiration or other termination.
25.8 Governing Law; Construction. This Lease shall be governed by and
construed in accordance with the laws of the State of New Jersey. If
any provision of this Lease shall be invalid or unenforceable, the
remainder of this Lease shall not be affected but shall be enforced to
the extent permitted by law. The captions, headings and titles in this
Lease are solely for convenience of reference and shall not affect its
interpretation. This Lease shall be construed without regard to any
presumption or other rule requiring construction against the party
causing this Lease to be drafted. Each covenant, agreement, obligation
or other provision of this Lease to be performed by Tenant, shall be
construed as a separate and independent covenant of Tenant, not
dependent on any other provision of this Lease. All terms and words
used in this Lease, regardless of the number or gender in which they
are used, shall be deemed to include any other number and any other
gender as the context may require. This Lease may be executed in
counterpart and, when all counterpart documents are executed, the
counterparts shall constitute a single binding instrument.
Page 35
25.9 Time. Time is of the essence of this Lease. If the time for
performance hereunder falls on a Saturday, Sunday or a day that is
recognized as a holiday in the Sate of New Jersey, then such time shall
be deemed extended to the next day that is not a Saturday, Sunday or
holiday in said state.
25.10 Authority of Tenant. If Tenant is a corporation, partnership,
limited liability company, association or any other entity, it shall
deliver to Landlord, concurrently with the delivery to Landlord of an
executed Lease, certified resolutions of Tenant's directors or other
governing person or body (i) authorizing execution and delivery of this
Lease and the performance by Tenant of its obligations hereunder and
(ii) certifying the authority of the party executing the Lease as
having been duly authorized to do so.
25.11 Waiver of Trial by Jury. The Landlord and the Tenant, to the
fullest extent that they may lawfully do so, hereby waive trial by
jury in any action or proceeding brought by any party to this Lease
with respect to this Lease, the Premises, the Property, or any other
matter related to this Lease or the Premises.
25.12 Relocation. Landlord shall have the right to relocate Tenant from
the Premises to comparable (as to size, configuration and improvements)
alternative space in the Property within Montville Business Center
("Replacement Premises") upon 90 days' prior written notice to
Tenant. In the event of such a relocation, Landlord shall make
reasonable, good faith efforts to coordinate with Tenant a mutually
acceptable plan (as to scope and timing) for such relocation, and
Landlord shall be responsible for the third party costs incurred
to accomplish the physical relocation of Tenant (e.g. movers and
telephone company charges). If the Replacement Premises are larger
in size than the original Premises, there shall be no adjustment in
Tenant's Base Rent; however, Tenant's Proportionate Share shall be
appropriately modified, thereby resulting in a potential increase in
Tenant's Additional Rent. If, however the Replacement Premises is a
smaller size (as to rentable square feet) than the original Premises,
Landlord shall appropriately adjust both Tenant's Base Rent and its
Proportionate Share.
25.13 Submission of Lease. Submission of this Lease to Tenant for
signature does not constitute a reservation of space or an option to
Page 36
lease. This Lease is not effective until execution by and delivery to
both Landlord and Tenant.
25.14 Joint and Several Liability. All parties signing this Lease as
Tenant shall be jointly and severally liable for all obligations of
Tenant hereunder.
25.15 Riders. All Riders and Exhibits attached hereto and executed
(or initialed) both by Landlord and Tenant shall be deemed to be a
part hereof and hereby incorporated herein.
25.16 Tenancy Approval. The within Lease Agreement is subject to and
conditioned upon the approval of Tenant's use and occupancy of the
Premises by the Township of Montville. Landlord and Tenant shall
cooperate so as to obtain the such approval as soon as is reasonable
practicable.
26. Option to Renew
26.1 Provided the Tenant is not in default pursuant to the terms and
conditions of this lease, the Tenant is hereby given the right and
privilege to renew the within lease, for one five year period, to
commence at the end of the initial Term, which renewal shall be upon the
same terms and conditions as in this lease contained, except as follows:
(a) During the first year of the five year renewal term, Tenant shall
pay Base Rent in the amount of $63,305.00 per annum, $5,275.42 per
month, (b) during the second year of the five year renewal term, Tenant
sahll pay Base Rent in the amount of $65,230.00 per annum, $5435.83 per
month, (c) during the third year of the five year renewal term, Tenant
shall pay Base Rent in the amount of $67,210.00 per annum, $5,600.83
per month, (d) during the fourth year of the five year renewal term,
Tenant shall pay Base Rent in the amount of $69,245.00 per annum,
$5,770.42 per month, and (e) during the fifth year of the five year
renewal term, Tenant shall pay Base Rent in the amount of $71,335.00
per annum, $5,944.58 per month.
26.2 The right, option and privilege of the Tenant to renew this Lease
as hereinabove set forth is expressly conditioned upon the Tenant
delivering to the Landlord in writing by certified mail, return receipt
requested, nine months prior notice of its intention to renew, which
notice shall be given to the Landlord by the Tenant no later than
nine months prior to the date fixed for the termination of the initial
lease Term.
Page 37
26.3  The obligation to pay the Base Rent as hereinabove set forth shall
be in addition to pay all Additional Rent and other charges required by
the terms and conditions of this lease.
In Witness whereof, Landlord and Tenant have duly executed this lease as
of the day and year first above written.
                        Landlord
                        First Industrial, L.P. a Delaware Limited
                        partnership
Witness                 By First Industrial Realty Trust Inc. a
s/MaryAnn Russell       Maryland corporation its general partner
                        by s/Hayden Tiger
                        Its: Regional Director
                        Tenant
Attest                  Instructivision, Inc. a New Jersey corporation
Seal                    By  s/R.Comras
                        Its CEO and President

End of Exhibit