Landlord’s Allowance. Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements (including, without limitation, the fee for Contractor and Landlord’s Costs (as defined in Paragraph 5.c.iii. below)) to be constructed in the Premises an amount not to exceed One Million Six Hundred Forty-Four Thousand Six Hundred Sixty Dollars ($1,644,660) (“Landlord’s Allowance”); provided, however that not more than One Hundred Eighty-Four Thousand Five Hundred Seventy-Eight Dollars ($184,578.00) of Landlord’s Allowance may be applied to Tenant’s reasonable architectural and engineering costs for the design of the Tenant Improvements for the Premises; and provided, further, that not more than Four Hundred Thirty-Five Thousand Five Hundred Twenty-Eight Dollars ($435,528.00) of Landlord’s Allowance may applied to the costs of work stations, carpeting, wall coverings, and data/telecommunications cabling/wiring for the Premises. No portion of Landlord’s Allowance may # be applied to the cost of any other equipment or furniture, or trade fixtures, moving expenses, or signage # be applied to any portion of the Premises which is then the subject of a sublease, or # be used to prepare any portion of the Premises for a proposed subtenant or assignee. Notwithstanding anything to the contrary in this Paragraph 5.c.i., but subject to Paragraph 5.c.ii., below, Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only until May 31, 2007 (the “Forfeit Date”). Accordingly, if any portion of Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) on or before the Forfeit Date, then, subject to Paragraph 5.c.ii., below, such unused portion shall be forfeited by Tenant. If Tenant elects to purchase work stations using the proceeds of the Landlord’s Allowance, then # Landlord shall have the option of requiring Tenant, upon (the expiration or earlier termination of the Lease, to transfer title of the work stations to Landlord and to leave the work stations at the Premises, # Tenant shall maintain insurance on such work stations for the full replacement value thereof, # Tenant shall keep and maintain the work stations in good working order, condition and repair, and # Tenant shall not allow any lien or other security interest to attach to or be placed upon such work stations at any time during the term of this Lease, and, in that regard, Tenant shall not offer the work stations as collateral for any loan or other financing Tenant may obtain.

Landlord’s Allowance. For purposes of this Paragraph 3, the Third Floor Additional Premises and the Fourteenth Floor Additional Premises are sometimes referred to collectively as the “Additional Premises” and the Third Floor Alterations and the Fourteenth Floor Alterations are sometimes referred to collectively as the “Additional Premises Alterations.” Landlord shall contribute toward the cost of the design, construction and installation of the Additional Premises Alterations an amount not to exceed Thirty Six Thousand Dollars ($36.000.00) (“Landlord’s Allowance”). No portion of Landlord’s Allowance may # be applied to the cost of any other equipment or furniture, or trade fixtures, moving expenses, signage or free rent, # be applied to any portion of the Additional Premises which is then the subject of a sublease, or # be used to prepare any portion of the Additional Premises for a proposed subtenant or assignee. Notwithstanding anything to the contrary in this Paragraph 3, Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only until December 31, 2010 (the “Forfeit Date”). Accordingly, if any portion of Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) on or before the Forfeit Date, then such unused portion shall be forfeited by Tenant.

With respect to any costs of construction of the Tenant Improvements that Tenant incurs (and to which the Landlord’s Allowance may be applied) prior to June 1, 2006, Landlord shall disburse LandLoard’s Allowance directly to Tenant upon the later to occur of # not more than thirty (30) days after Landlord’s receipt of # invoices of Contractor to be furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, # conditional lien waivers executed by Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and # unconditional lien waivers executed by Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by the applicable provisions of New York law) and # February 15, 2006.

Landlord’s Repairs. Landlord shall, at Landlord’s sole expense (and not as an Operating Expense), be responsible for capital repairs and replacements of the roof (not including the roof membrane), exterior walls and foundation of the Building (“Structural Items”) unless the need for such repairs or replacements is caused by Tenant or any Tenant Parties, in which case Tenant shall bear the full cost to repair or replace such Structural Items. Landlord shall, as an Operating Expense, be responsible for the routine maintenance and repair of such Structural Items. Landlord, as an Operating Expense, shall maintain, repair and replace the roof membrane and all of the exterior, parking and other Common Areas of the Project, including HVAC, plumbing, fire sprinklers and all other building systems serving the Premises and other portions of the Project (“Building Systems”), in good repair, reasonable wear and tear and uninsured losses and damages caused by Tenant, or by any of Tenant, or by any of Tenant’s assignees, sublessees, licensees, agents, servants, employees, invitees and contractors (or any of Tenant’s assignees, sublessees and/or licensees respective agents, servants, employees, invitees and contractors) (collectively, “Tenant Parties”) excluded. Losses and damages caused by Tenant or any Tenant Party shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary # by reason of accident or emergency, or # for planned repairs, alterations or improvements, which are, in the judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant at least 2 business days’ advance notice of any planned stoppage of Building Systems services for routine maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this Section, after which Landlord shall make a commercially reasonable effort to effect such repair. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after Tenant’s written notice of the need for such repairs or maintenance. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Section 18.

To pay to the Landlord on demand all reasonable Landlord’s Expenses reasonably and properly incurred charged or payable by the Landlord and/or the Superior Landlord in connection with the following:

The Landlord covenants with the Tenant:

Landlord shall, subject to reimbursement by Tenant under Paragraph 4, maintain in good repair, reasonable wear and tear excepted, the structural soundness of the roof, foundations, and exterior walls of the Building together with the common areas and other equipment used in common by tenants in the Project, including the fire sprinkler systems. The term “exterior walls” as used herein shall not include windows, glass or plate glass, doors, dock bumpers or dock plates, special store fronts or office entries. Any damage caused by or repairs necessitated by any negligence or act of Tenant, including, without limitation, any contractor, employee, agent, invitee or visitor of Tenant (each, a “Tenant Party”) may be repaired by Landlord at Landlord’s option and Tenant’s expense. Tenant shall immediately give Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsible, after which Landlord shall have a reasonable opportunity and the right to enter the Premises at all reasonable times to repair same. Landlord’s liability with respect to any defects, repairs, or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance, and there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project or to fixtures, appurtenances or equipment in the Building, except as provided in Paragraph 15. By taking possession of the Premises, Tenant accepts them “as is,” as being in good order, condition and repair and the condition in which Landlord is obligated to deliver them. Landlord has no duty to provide security for any portion of the Project, including, without limitation, the Premises or the common areas. Tenant has assumed sole responsibility and liability for the security of itself, its employees, customers and invitees and their respective property in, on or about the Project. To the extent Landlord elects to provide any security equipment or personnel, Landlord is not warranting the effectiveness of, and Tenant shall not rely on, any such personnel or equipment. Landlord shall not be responsible or liable in any manner for any failure to provide security equipment or personnel, nor for the failure of any such equipment or personnel to prevent injury or property damage in, on or around the Project. Landlord reserves the right to alter, discontinue, change or withdraw any security equipment or personnel at any time without notice and without liability.

Landlord’s Representative. Landlord has designated Chuck Noll (“Landlord’s Representative”) as its sole representative with respect to the matters set forth in this Agreement, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Agreement. Landlord may change Landlord’s Representative at any time upon not less than five (5) Business Days advance written notice to Tenant.

Master Landlord’s Default. If at any time during the Term, Master Landlord shall default or fail to perform any of its obligations under the Master Lease, Sublandlord shall use reasonable efforts to attempt to cause Master Landlord to cure such failure or default. Furthermore, if requested by Subtenant, Sublandlord shall assign its rights under the Master Lease to Subtenant to the extent necessary to permit Subtenant to institute [[Organization B:Organization]] proceedings against Master Landlord to obtain the performance of Master Landlord’s obligations under the Master Lease as long as Subtenant holds harmless, defends and indemnifies Sublandlord from any claim or counter claims by Master Landlord.

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to # a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or # a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, # Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, # the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises; and # this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5.