Current assets

Exhibit 10.1

AGREEMENT OF LEASE

DATED AS OF FEBRUARY 2, 2007

BY AND BETWEEN

CORPORATE WOODS ASSOCIATES, LLC

LANDLORD

AND

HARRIS INTERACTIVE, INC.

TENANT

AGREEMENT OF LEASE

          THIS AGREEMENT OF LEASE, dated as of February 2, 2007, is entered into by and between CORPORATE WOODS ASSOCIATES, LLC, a limited liability company organized under the laws of the State of New York having its principal place of business at 175 Corporate Woods, Suite 160, Rochester, New York 14623 (the “Landlord”), and HARRIS INTERACTIVE, INC., a New York corporation with an office at 60 Corporate Woods, Rochester, New York 14623 (the “Tenant”).

W I T N E S S E T H:

          Landlord hereby leases unto Tenant and Tenant hereby accepts from Landlord, that certain space consisting of approximately 65,941 square feet which encompasses the entire building known as 60 Corporate Woods and approximately 20,400 square feet located on the first and second floors of the building known as 135 Corporate Woods (the “Premises”) for a combined leased area of 86,341 square feet (the “Total Rentable Areas”) of the buildings (the “Buildings”), Town of Brighton, County of Monroe, State of New York, with the right to use the subdivided lot (the “Lot”) on which the Building is located and the right to use the driveways, parking areas, and all other land to be used in common by all tenants such driveways, parking areas and other lands collectively referred to as the “Corporate Woods Common Areas”, as more particularly shown on the Floor Plans attached as Exhibits “A-60 and A-135” hereto for the term, the rent, and subject to the conditions and covenants hereinafter provided. The Building, and the Lot, and all other improvements thereon will sometimes be collectively referred to herein as the “Property”.

1. COMMENCEMENT AND TERMINATION DATES

          a) Date of Commencement. The term of this Lease shall commence on April 1, 2007. The term of this Lease, as it pertains to Tenant’s Premises at Building 135, shall end at midnight on June 30, 2010 while the term of the Lease as it pertains to Tenant’s Premises at 60 Corporate Woods shall end at midnight on July 31, 2015. The improvements, non-building standard work to be performed by Landlord, if any, and improvements to be performed by Tenant, if any, will be collectively referred to herein as the “Work.

          (b) Plans and Specifications. Tenant shall submit, to the Landlord, its final written approval of the mutually acceptable working architectural, engineering, electrical and finish schedule drawings (the “Plans”) and a list or lists of specifications (“Specifications”), if not set forth on such Plans, for the Work to be performed at the Premises by no later than January 5, 2007. Tenant reserves the right, subject to review and approval by Landlord, to supplement, modify or change such Plans and Specifications provided, however, that Tenant shall be solely responsible for any delays or additional costs caused in the substantial completion of the Premises as a result of any such supplementation, modification or change. Landlord shall have a reasonable time within which to perform its review and approve or disapprove any Plans or Specifications, or supplement, modification or change thereof or thereto. Any such approval or disapproval shall be in writing and in the event of a disapproval the reasons therefore shall be stated in writing. Landlord, further agrees not to unreasonably withhold or delay any such approval or disapproval.

          (c) Tenant Delays. If a delay shall occur in the substantial completion of the Premises by Landlord as the result of (i) Tenant’s failure to furnish when due the Plans and Specifications for the Work or any additional information requested in connection therewith, (ii) any supplementation, modification or change by Tenant in any air conditioning requirement, Plan, Specification or finish information furnished by Tenant, (iii) any change order by Tenant other than as described in (ii) above, (iv) the completion of any part of the work by a person, firm or corporation employed by Tenant, (v) installation of Tenant’s telephone, word processing, computer and/or other communications systems, (vi) any direction by Tenant that Landlord hold up proceeding for any reason, then for each day, or part thereof, of such delay the Commencement Date of this Lease and Tenant’s obligation to pay Rent shall be accelerated by one day and become one day earlier than provided for in this Lease.

          (d) Force Majeure Delays. Landlord’s obligations to substantially complete the Premises are expressly qualified by the provision in this Lease on “Force Majeure” contained in Section 25 hereof, and each day of delay caused by an event of Force Majeure shall, at Landlord’s election, result in a day’s postponement of each date and time limit set forth in this section.

2. USE

          The Premises shall be occupied and used by Tenant solely for general office and/or professional business purposes.

3. RENT

          (a) Base Rent. Tenant shall pay to Landlord as base or fixed rent (the “Base Rent”), in U.S. legal tender, at Landlord’s offices at 175 Corporate Woods, Suite 160, Rochester, New York 14623, or as otherwise directed from time to time by Landlord’s written notice, the annual sum of

BLDG		AREA		S.F.				RATE				ANNUAL				MONTHLY
60		Entire Bldg			65,941			$	18.00			$	1,186,938.00			$	98,911.50
135		Office Space			8,210 ±			$	18.00			$	147,780.00			$	12,315.00
135		IT Area			12,000 ±			$	14.00			$	168,000.00			$	14,000.00
135		Battery Room			190			$	14.00			$	2,660.00			$	221.67

each promptly on the first day of every calendar month of the term of this Lease and any extension period hereof, if this Lease is extended, and pro rata, in advance, for any partial month, without demand, the same being hereby waived, and without any set-off or deduction whatsoever. A late charge will be due and owing at the rate prescribed in Section 17 of this Lease upon any Base Rent and Additional Rent (below defined) not paid by the fifth (5th) business day of the calendar month in which due.

          (b) Increase in Base Rent. Effective April 1, 2008 and every April 1^st thereafter (each, an “Adjustment Date”), the Base Rent then in effect shall increase by a percentage equal to 85% of the increase in the previous twelve (12) months in the Consumer Price Index for All Urban Wage Earners and Clerical Workers (CPI-W) of the United States Department of Labor’s Bureau of Labor Statistics for All Cities, All Items (1982-84=100) in effect and generally published at the time the computation is to be made (the “Index”); provided however, that each increase of annual Base Rent shall not exceed five percent (5%) of the annual Base Rent for the immediately preceding Lease Year, and in no event shall the Base Rent be decreased in any Lease Year below the Base Rent payable in the immediately preceding Lease Year.

     In the event that an Index is not published as of any Adjustment Date during the term of this Lease, then the Index published immediately prior to the Commencement Date or the previous Adjustment Date, as the case may be, shall be used as the base year Index and the Index published immediately prior to the Adjustment Date of each year for which computations are made, shall be the Index used to establish the increase in the Index over the base year, or the last Adjustment Date, as the case may be.

     If the Index shall be discontinued a successor or comparable Index shall be selected by Landlord but if no such successor or comparable index shall exist, then Landlord and Tenant shall attempt to agree upon a substitute formula. If the parties are unable to agree upon a substitute formula, then Tenant shall pay Landlord the amount previously due under the Index and the disagreement between the parties shall be referred to and determined by arbitration, in accordance with the then prevailing rules of the American Arbitration Association, and judgment upon the award rendered shall be final and binding upon the parties and may be entered in any court of competent jurisdiction. Upon resolution of the arbitration the Landlord shall refund to Tenant or Tenant shall pay Landlord, as the case may be, any amount to be adjusted pursuant to the award.

     The Base Rent shall be divided into twelve (12) equal monthly installments and each such monthly installment shall be due and payable in advance on the first day of each month during each Lease Year, without setoff, deduction or demand. All payments of Base Rent shall be paid promptly on the first day of every calendar month of the term of this Lease and any extension period hereof, if this Lease is extended, and pro rata, in advance, for any partial month, without demand, the same being hereby waived, and without any set-off or deduction whatsoever. A late charge will be due and owing at the rate prescribed in Section 17 of the Lease.

          (c) Real Property Taxes. Tenant shall pay to Landlord each year, as Additional Rent, a sum equal to the amount by which the real estate taxes and other assessments (collectively the “Real Property Taxes” as below defined) allocable to and levied against the Premises during such year exceed the sums of:

		Building 60		$	176,062.47
		Building 135		$	49,572.00

          For purposes of this Lease, Real Property Taxes shall be defined as follows: (i) All real estate taxes, including but not limited to town, county and school taxes payable (adjusted after protest or litigation, if any) for any part of the term of this Lease, including any extension period hereof, but exclusive of penalties or discounts, on the Property, (ii) any taxes which shall be levied in lieu of the taxes described in (i) above or which shall be levied on the gross rentals of the Property and Corporate Woods Common Areas but excluding all income taxes of Landlord, (iii) pure waters charges (part based upon assessment and part upon the water consumption by other tenants and users in Corporate Woods), sewer district charges, lighting charges, fire district charges and other charges and any assessments (special or otherwise) made against the Property and Corporate Woods Common Areas which shall be required to be paid during the calendar year or fiscal year in respect to which they are being determined, (iv) any water and water pollution charges, (v) and any other governmental real estate taxes, levies, impositions or charges of a similar or dissimilar nature, whether general, special, ordinary, extraordinary, foreseen or unforeseen which may be assessed, levied or imposed upon all or any part of the Property and Corporate Woods Common Areas, and (vi) the reasonable expense of contesting the amount or validity of any such taxes, charges or assessments, such expense (including reasonable attorneys fees) to be applicable to the period of the item contested.

          (d) Tenant’s Share of Real Property Taxes. For purposes hereof, Tenant’s “Share of Real Property Taxes” shall be that product obtained by multiplying the amount of the Real Property Taxes against the Building and Lot by a fraction, the numerator of which shall be the number of square feet of Total Rentable Area of the Premises and the denominator of which shall be the total number of square feet of Total Rentable Area of the Building. The determination of Total Rentable Area of the Building and the Premises is based on the Standard Method of Calculating Floor Area in Office Building published by BOMA in the 1996 publication. Landlord and Tenant agree that Tenant’s pro rata share (“Pro Rata Share”) for these purposes shall be:

		Building 60		65,941 sf		100 %
		Building 135		20,400 sf		34.0 %

          (e) Estimates. In order to provide for current payments of Real Property Taxes Tenant agrees to pay, as Additional Rent, Tenant’s Share of Real Property Taxes in accordance with an estimate by Landlord as prepared from time to time, such estimated amount to be paid in twelve (12) monthly installments commencing on the first day of the month following the month in which Landlord notifies Tenant of the amount of Tenant’s Share of Real Property Taxes. If, as finally determined, Tenant’s Share of Real Property Taxes shall be greater than or be less than the aggregate of all estimated installments thereof paid by Tenant on account to Landlord for such twelve (12) month period, then Tenant shall pay to Landlord the amount of such underpayment, or Landlord shall refund to Tenant the amount of such overpayment, as the case may be. The obligation of Tenant with respect to the payment of such Real Property Taxes accrued during the term of this Lease, or any extension period hereof if this Lease is extended, shall survive the expiration or earlier termination of this Lease. Any payment or refund made pursuant to this Subsection (e) shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) as billed pursuant to the provisions hereof so long as Tenant continues to pay the amount as so estimated and billed.

          Landlord covenants and agrees that Landlord will provide Tenant with copies of any bill upon which any Real Property Taxes are based together with the calculation used by Landlord in determining Tenant’s Pro Rata Share thereof.

          (f) Agreement to Pay. Tenant does hereby covenant and agree to pay promptly the amounts computed pursuant to this Section 3 and otherwise herein as additional rent (“Additional Rent”) as and when the same shall become due and payable, without demand therefor, and without any set-off or deduction whatsoever.

          (g) Costs and Expenses Deemed Rent. All costs and expenses which Tenant assumes or agrees to pay to Landlord pursuant to this Lease shall be deemed Additional Rent and, in the event of non-payment thereof, Landlord shall have all the rights and remedies herein provided for in case of non-payment of Rent (below defined).

          (h) Rent. The Base Rent together with the Additional Rent described in this Section 3 will be collectively referred to herein as Rent.

4. LEASEHOLD IMPROVEMENTS

          Except as otherwise provided, Landlord shall, at its expense, complete the improvements/modifications at Building 60 as shown on the plans and specifications as submitted by the Spectrum Design Group’s dated January 5, 2007, of which the design specifications and finishes shall be similarly consistent with such finishes as outlined in the previously submitted drawings dated September 1, 2006. Landlord shall perform any other work, requested by Tenant, at Tenant’s sole cost and expense.

          Additionally, Landlord shall provide Tenant with an Allowance (“Landlord Allowance”) in the amount of $60,000.00, which will be utilized by Tenant to offset design and relocation expenses associated for the renovations to and their physical move into 60 Corporate Woods (the “Costs”). Tenant will submit to Landlord copies of paid invoices for such Costs on a monthly basis and, within five (5) business days from their receipt thereof, Landlord shall reimburse Tenant for said costs. Landlord’s Allowance shall be available for Tenant’s use until December 31, 2008 after which date any unused portion of the Allowance shall be forfeited by Tenant.”

          Tenant covenants and agrees that upon expiration of the term of this Lease, including any extension thereof, Tenant, at the election of Landlord, will remove all tenant improvements other than those which are part of the Work, and return the Premises to Landlord in the same condition as of the Commencement Date, except for reasonable wear and tear and occurrences pursuant to Sections 13 and 14 hereof. Landlord agrees to exercise such election by notifying Tenant in writing 90 days prior to the expiration of this Lease, or any extension terms, if extended.

5. SERVICES

          Landlord shall provide the following services:

     (a) Heat, ventilation and air conditioning. Heat, ventilation and air-conditioning equipment needed for the comfortable use and occupancy of the Premises as determined by Landlord throughout the term of this Lease and any extension period hereof, at all times. With respect to the Corporate Woods Common Areas in the Building, if any, the above services will be provided from 8:00 a.m. to 6:00 p.m. each Monday through Friday and from 8:00 a.m. to 1:00 p.m. each Saturday, excluding holidays. Landlord shall pay for all gas used to provide heat.

     (b) Elevator service. The Passenger and freight elevator shall be available at all times.

     (c) Cleaning. Provided that Tenant shall keep the Premises in good order, Landlord shall cause the Premises, including those interior hallways which are located within the Premises, to be cleaned in accordance with the standards set forth in Exhibit “C” annexed hereto and hereby made a part hereof. Tenant agrees to reimburse Landlord for the costs incurred by Landlord in so cleaning the Premises, together with Landlord’s administrative costs in regard thereto. The cost of such services shall initially be $1.05 per square foot of Total Rentable Area per year and Tenant shall pay such costs in equal monthly installments at times for and together with the payments of Base Rent. The cost to Tenant shall be immediately increased by an amount equal to any increase in the cost of cleaning services with respect to the Premises billed to Landlord. Tenant shall also pay to Landlord, within 15 days of billing, the costs incurred by Landlord for any cleaning in or of the Premises in excess of that specified in Exhibit “C” as well as for any additional cleaning requested by Tenant.

     (d) Building Common Area Janitorial Services. Landlord shall provide janitorial services with respect to the common areas of the Building, if any, in accordance with the standards set forth in Exhibit “C” annexed hereto and made a part hereof.

     (e) Water. Landlord, at its expense, shall furnish adequate hot and cold water in public areas for drinking, lavatory and toilet, and ordinary cleaning purposes.

     (f) Electrical energy. Landlord shall furnish and Tenant shall reimburse Landlord as Additional Rent for the cost of all electrical energy used by Tenant for heat, air-conditioning, light and other services, and Landlord’s administrative costs in regard thereto, such costs estimated (but not guaranteed) to be $1.50 per square foot of Total Rentable Area for 60 Corporate Woods and estimated at $3.30 per square foot of Total Rentable Area for 135 Corporate Woods, per year, as of the date of this Lease. Tenant shall reimburse Landlord monthly, at the times for and together with the payments of Base Rent for the cost of such electrical energy and administrative costs as estimated. Tenant’s use of electrical energy will be separately check-metered and actual usage will be calculated by Landlord annually. Landlord agrees to refund Tenant for any overpayments made by Tenant and Tenant agrees to reimburse Landlord with the next monthly installment of Rent then due for any shortage. Landlord will install and change light bulbs but the cost of such bulbs shall be paid by Tenant.

     (g) Access to Premises. Tenant shall have access to the Building and the Premises 24 hours per day, 7 days per week, 52 weeks per year unless such access is prevented by reasons beyond Landlord’s control or by the acts of Force Majeure as are described in Section 25 of this Lease.

     (h) Additional work or services. Notwithstanding any other provisions herein, should Tenant require any work or services in addition to those described in Subsection (a) through (f) of this Section 5, Landlord may upon reasonable advance request by Tenant furnish such additional service and Tenant agrees to pay Landlord, with the next monthly installment of Rent, such charges as may be agreed on but in no event less than Landlord’s actual cost plus overhead for the additional services provided.

     (i) Interruptions in Service. It is understood that Landlord does not warrant that any of the services referred to above, or any other services which Landlord may supply, will be free from interruption. Tenant acknowledges that any one or more of such services may be suspended by reason of accident or of repairs, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or causes beyond the reasonable control of Landlord. 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 by abatement of Rent or otherwise, direct or consequential, nor shall any such interruption relieve Tenant from performance by Tenant of its obligations under this Lease.

6. WAIVER OF CERTAIN CLAIMS

          Tenant, to the extent permitted by law, waives all claims it may have against Landlord, and against Landlord’s agents, employees and contractors for damage to person or property sustained by Tenant or by any occupant of the Premises, or by any other person, resulting from any part of the Property or Corporate Woods Common Areas or any equipment or appurtenances becoming out of repair, or resulting from any accident in or about the Property or Corporate Woods Common Areas or resulting directly or indirectly from any act or neglect of any tenant or occupant of any part of the Property or Corporate Woods Common Areas or of any other person, except that this waiver shall not apply to damages for injuries to person or property caused by or resulting from the negligence of Landlord, its agents, servants or employees unless such loss is covered by insurance Tenant actually carries or is required to carry under this Lease. This waiver shall include not only direct damages but also claims for consequential damages and any claims for abatement of Rent due hereunder, it being intended that this waiver be absolute.

          If any property damage results from any act or neglect of Tenant, Landlord may at Landlord’s option, repair such damage and Tenant shall thereupon pay to Landlord so much of the total cost of such repair or replacement as is not covered or paid to Landlord under Landlord’s insurance policy, including the amount of any deductible, as well as so much of the total cost of such repair as exceeds any insurance proceeds Landlord receives in respect of such damage. Landlord will require Landlord’s insurer to waive right of subrogation against Tenant.

          Tenant agrees to defend and hold Landlord harmless and indemnify against each and every claim and liability for injuries to any person or persons and for damage to or loss of personal property occurring in or about the Property

 

or Corporate Woods common Areas, due to any act of negligence or default under this Lease by Tenant its contractors, agents or employees.

7. INSURANCE

          (a) Fire and Hazard Insurance. Landlord shall at its expense, procure and maintain during the term of this Lease and any extension period hereof, fire and hazard insurance for perils covered by the Special Causes of Loss Form, formally known as “All Risk” in an amount equal to the replacement value of the Building (less footings, foundations and site work) and comprehensive public liability insurance, and such insurance shall provide for a waiver of the insurer’s subrogation rights as against Tenant.

          (b) Public Liability Insurance, Contractual Liability Insurance and Personal Property Insurance. Tenant shall, at its expense, procure and maintain during the term of this Lease and any extension period hereof, comprehensive public liability insurance, contractual liability insurance and all risk personal property insurance under policies issued by insurers licensed to do business in the State of New York and being of recognized responsibility with a Best rating of not less than A VII. The public liability and contractual liability insurance shall each have a single limitation of liability of not less than $3,000,000 for personal injury, bodily injury, death, as well as for damage or injury to or destruction of property (including the loss of use thereof) for any one occurrence. The personal property insurance shall cover all risks and be in an amount equal to the replacement value of the personal property of Tenant located on the Property and Corporate Woods Common Areas. Tenant shall maintain such insurance throughout the term of this Lease and any extension hereof at that monetary value which the respective $3,000,000 and, replacement value hereinabove stipulated represent as of the date of this Lease (as determined by Tenant’s insurer) and Tenant shall review the limits of its policies annually to ensure that such monetary value is maintained each year. Tenant’s policies shall:

     (i) Name Landlord, its agents, servants and employees as additional insured’s except in the case of the personal property insurance where Tenant shall furnish Landlord with a waiver of subrogation:

     (ii) Provide for 30 days’ notice to Landlord prior to any amendment, change, modification, lapse or cancellation of coverage; and

     (iii) Contain an endorsement that there will be no defense, disclaimer of coverage, exception or exclusion based upon any act of the insured.

          Tenant shall furnish Landlord with a binder or a copy of the policy of insurance with evidence of premium payment within 10 days of execution of this Lease showing the coverage, clauses and endorsements herein required and thereafter such binder or copy of the policy and evidences of premium payment shall be furnished by Tenant to Landlord not less than 10 days prior to the expiration date of each such policy.

8. HOLDING OVER

          If Tenant fails to vacate the Premises at the expiration of this Lease or any extension period thereof, if extended, then Tenant shall pay Landlord Base Rent at double the monthly rate specified in Section 3 for the time Tenant thus remains in possession and, in addition thereto, shall be responsible for and reimburse Landlord for all direct and consequential damages sustained by Landlord by reason of Tenant’s retention of possession. The provisions of this Section do not exclude Landlord’s rights of re-entry or any other right or remedy of Landlord hereunder.

9. ASSIGNMENT AND SUBLETTING

          The following provisions shall govern any desired subletting or assignment by Tenant of all or part of the Premises:

          (a) Prohibition. Tenant shall not, without Landlord’s prior written consent which shall not be unreasonably withheld or delayed: (a) assign, convey, mortgage, pledge, encumber or otherwise transfer (voluntarily or involuntarily) this Lease or any interest under it; (b) allow any transfer thereof or any lien upon Tenant’s interest by operation of law; (c) sublet the Premises or any part thereof, or (d) permit the use or occupancy of the Premises or any part thereof by any person or entity other than Tenant.

          (b) Recapture. Notwithstanding anything herein to the contrary, if at any time or from time to time during the term of this Lease or any extension period hereof, Tenant desires to sublet or assign this Lease with respect to all or part of the Premises, Tenant shall notify Landlord in writing (hereinafter referred to in this Section as the “Notice”) of the terms of the proposed subletting or assignment and the area proposed to be sublet or covered by the assignment and deliver to Landlord an executed copy of the proposed sublease or assignment thereby giving Landlord the option to either (i) sublet from Tenant such space (hereinafter referred to as “Sublet Space”) at the same Rent as Tenant is then required to pay to Landlord under this Lease for the same space, or (ii) terminate this Lease with respect to the Sublet Space in which case Tenant shall be released from any further liability hereunder. If the Sublet Space does not constitute the entire Premises and Landlord exercises its election to terminate this Lease with respect to the Sublet Space, then, as to that portion of the Premises which is not part of the Sublet Space, this Lease and the Rent due from Tenant shall be reduced by a fraction, the numerator of which shall be the rentable square feet of the Sublet Space and the denominator of which shall be the rentable square feet of the Premises such fraction to be then multiplied by the Rent then due to determine the amount of the reduction. The election to either sublet or to terminate this Lease shall be exercisable by Landlord in writing within a period of forty-five (45) days after receipt of the Notice and the executed copy of the proposed sublease or assignment.

          (c) Supremacy of Lease. In the event Landlord elects to sublet the Sublet Space, the term of such subletting from Tenant to Landlord shall be the term set forth in the Notice and such subletting shall be on such terms and conditions as are contained in this Lease as the then current Rent, except that Landlord shall have the right to further sublet the Sublet Space.

          (d) Requirements. At the same time Tenant delivers the Notice to Landlord, Tenant shall also submit to Landlord a proposed copy of the proposed assignment or sublease and such information concerning the proposed assignment or sublease and the proposed assignee or sublessee as may be requested by Landlord for Landlord’s review and approval which shall not be unreasonably withheld or delayed. The following shall, however, be requirements for any approval by Landlord:

     (i) The proposed subtenant or assignee must submit a current financial statement to Landlord and must have a credit rating satisfactory to Landlord, in Landlord’s reasonable judgment;

     (ii) The proposed subtenant or assignee must, in Landlord’s reasonable judgment, be financially responsible and of good professional reputation as well as engaged in a business reasonably compatible with the character of the business of other tenants in the Building and Corporate Woods.

     (iii) The sublease must by its terms be expressly subject and subordinate to this Lease, must require that any subtenant comply with and abide by all of the terms of this Lease, and must provide that any termination of this Lease shall also extinguish the sublease;

     (iv) The proposed subtenant assignee may not be any person or entity either then occupying space in Corporate Woods or one with whom Landlord is then negotiating for space in Corporate Woods;

     (v) Tenant may not then nor at the commencement of the sublease be in default under this Lease beyond any applicable grace period;

          A fully executed counterpart of the assignment or sublease must be delivered to Landlord within sixty (60) days after the date of Landlord’s approval or Landlord’s approval of the proposed assignment or sublease shall be deemed null and void and Tenant shall again comply with all the conditions of this Section as if the Notice hereinabove referred to had not been given and received.

          (e) Review and Approval Costs. Tenant agrees to pay to Landlord, on demand, the reasonable costs incurred by Landlord in connection with any request by Tenant for Landlord to consent to any assignment or subletting by Tenant, including reasonable attorneys’ fees.

          (f) Deemed Assignment/Sublet. For purposes of this Section 9 the following shall be deemed a prohibited assignment or sublease, as the case may be:

     (i) the transfer of more than thirty percent (30%) of the outstanding capital stock of any corporate tenant or subtenant or any increase in the amount of issued and/or outstanding shares of capital stock and/or the creation of one or more additional classes of common stock of any corporate tenant or subtenant with the result that the beneficial and record ownership in and to such tenant or subtenant changes by more than thirty percent (30%) from the beneficial and record ownership as of the Commencement Date, or the transfer of more than thirty percent (30%) of any partnership interest in Tenant or any subtenant, if Tenant or subtenant is a partnership, however accomplished, whether in a single transaction or in a series of related or unrelated transactions;

     (ii) any agreement by any other person or entity directly or indirectly, to assume Tenant’s obligations under this Lease;

     (iii) any transfer by operation of law or otherwise, of Tenant’s interest in this Lease; and

     (iv) each modification, amendment or extension of any sublease to which Landlord has previously consented shall be deemed a new sublease.

          Tenant agrees to furnish Landlord upon demand at any time, such information and assurances as Landlord may reasonably request that neither Tenant, nor any previously permitted subtenant, has violated the provisions of this Section.

          (g) Rights of Landlord Upon Subletting. If, with the consent of Landlord, the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the subtenant or occupant, and apply the net amount collected to the Rent herein reserved. If, without consent of Landlord, the Premises or any part thereof be sublet or occupied, Landlord may collect rent from such subtenant or occupant and apply the net amount collected to the Rent herein reserved but no such subletting, occupancy or collection shall be deemed a waiver of any of Tenant’s covenants contained in this Lease or an acceptance by Landlord of the subtenant or occupant as Tenant. In neither of the foregoing two circumstances shall Tenant be relieved from its obligations under this Lease or from further performance by Tenant of covenants on the part of Tenant herein contained.

          (h) Rights of Landlord Upon Assignment. If, with the consent of Landlord, this Lease or any interest herein is assigned by Tenant to a third party assignee, such assignment shall not relieve Tenant of its obligations hereunder and Landlord may, after default by the assignee in the payment of Rent or in the performance of any other obligation of Tenant under this Lease, demand and enforce performance of this Lease by Tenant-assignor including the payment of Rent from Tenant-assignor to the fullest extent provided by this Lease and/or the payment by Tenant-assignor of any direct damages sustained by Landlord.

10. CONDITION OF PREMISES

          Subject only to such items as are set out on any punchlist prepared by Landlord and Tenant, Tenant’s taking possession of the Premises shall be conclusive evidence as against Tenant that the Premises were in good order and satisfactory condition when Tenant took possession. No promises of Landlord to alter, remodel, repair or improve the Premises or the Building and no representation respecting the condition of the Premises, the Building or the Property have been made by Landlord to Tenant, other than as may be contained herein or in Exhibit “B” attached hereto.

          At the expiration or earlier termination of this Lease, Tenant shall return the Premises broom-clean and in as good condition as when Tenant took possession, ordinary wear and loss by fire or other casualty excepted, failing which Landlord may restore the Premises to such condition and Tenant shall pay the cost thereof on demand.

11. USE OF PREMISES

          Tenant agrees to comply with the following provisions regarding the use of the Premises.

          (a) Prohibition on Selling Activities. Tenant shall not exhibit, sell or offer for sale on the Premises or in the Building any article or thing without the advance consent of Landlord.

          (b) Compliance with Law. Tenant will not make or permit to be made any use of the Premises or any part thereof which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or any mortgage on the Property or which directly or indirectly is forbidden by public law, ordinance or governmental regulation (including, without limitation, all environmental laws) or which may be dangerous to life, limb, or property, or which may invalidate or increase the premium cost of any policy of insurance carried on the Building, the Property or covering its operation, or which will suffer or permit the Premises or any part thereof to be used in any manner or anything to be brought into or kept therein which, in the judgment of Landlord, would in any way impair or tend to impair the character, reputation or appearance of the Property or of Corporate Woods as a high quality office park, or which would impair or interfere with or tend to impair or interfere with any of the services performed by Landlord for the Property or Corporate Woods. Tenant agrees to change, reduce or stop any such use or install necessary equipment, safety devices, pollution control systems or other installations at any time during this Lease to comply with the foregoing.

          (c) Signs. Tenant shall not display, inscribe, print, paint, maintain or affix on any place on the exterior or interior of the Building (excepting only such part or parts of the Premises as is or are not visible from outside the Building) nor on the Lot or any Common Area any decoration, sign, notice, legend, direction, figure, or advertisement or window treatment, curtains or display materials except in or at such place or places, and then only such name(s) and matter, and in such color, size, style, place and materials, as shall first have been approved by Landlord in writing.

          (d) Advertising. Tenant shall not advertise the business, profession or activities of Tenant conducted in the Building in any manner which violates the letter or spirit of any code of ethics adopted by any recognized association or organization pertaining to such business, profession or activities and shall not use the name of the Building for any purposes other than that of the business address of Tenant, and shall never use any picture or likeness of the Building in any circulars, notices, advertisements or correspondence without Landlord’s consent.

          (e) Locks. No additional locks or similar devices shall be attached to any door or window without Landlord’s prior written consent and no keys for any door other than those provided by Landlord shall be made. If more than two keys for one lock are desired, Landlord will provide the same upon payment by Tenant. All keys must be returned to Landlord at the expiration or termination of this Lease.

          (f) Alterations. Tenant shall not make any alterations, improvements, or additions of or to the Premises (collectively, “Alteration”) without Landlord’s advance written consent in each and every instance. In the event Tenant desires to make any Alteration, Tenant shall first submit to Landlord plans and specifications therefor and obtain Landlord’s written approval thereof prior to commencing any such work. Any contractor hired by Tenant must be properly insured and, if required, licensed. Each and every Alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises shall become Landlord’s property and shall remain upon the Premises at the expiration or earlier termination of this Lease without compensation to Tenant (excepting only Tenant’s movable office furniture, trade fixtures, office and professional equipment) unless Landlord in writing requires Tenant to remove such Alteration upon expiration of the term of this Lease or any extension period, if extended. Landlord shall serve such writing upon Tenant regarding the removal of an Alteration not later than ninety (90) days prior to the expiration of the term of this Lease or extension period, if extended, and Tenant shall thereafter remove such Alteration as herein required, repair any damage caused by such removal and restore the Premises to the condition specified in Section 10 of this Lease.

          (g) After Hours Occupancy and Visitors. All persons entering or leaving the Building after hours on Monday through Friday, or at any time on Saturdays, Sundays and holidays, may be required to do so under such regulations as Landlord may impose. Landlord may exclude or expel any peddler.

          (h) Floor Plan. Tenant shall not overload any floor. Landlord may direct the time and manner of delivery, routing and removal, and the location, of safes and other heavy articles.

          (i) Installation of Machinery; Prohibition Against Lodging. Unless Landlord gives advance written consent, Tenant shall not install or operate any steam or internal combustion engine, boiler, machinery, refrigerating or heating device or air-conditioning apparatus in or about the Premises, or carry on any mechanical business therein, or use the Premises for housing accommodations or lodging or sleeping purposes, or do any cooking therein except as otherwise provided herein, or use any illumination other than electric light, or use or permit to be brought into the Building any flammable fluids such as gasoline, kerosene, naphtha, and benzine, or any explosives, radioactive materials or other articles deemed extra hazardous

 

to life, limb or property except in a manner which would not violate any ordinance or regulation of the Town of Brighton or any other applicable law or regulation. Tenant shall not use the Premises for any illegal or immoral purpose.

          (j) Energy Conservation. Tenant shall cooperate fully with Landlord to assure the effective operation of the Building’s air-conditioning system, including the closing of the venetian blinds and drapes, and the keeping closed of any operable windows when the air-conditioning system is in use. Tenant shall further comply with any applicable federal laws, rules, ordinances or administrative enactments on energy conservation, in office buildings.

          (k) Contracts. Tenant shall not contract for any work or service which might involve the employment of labor in violation of any contract with the Building employees or employees of contractors doing the work or performing services, by or on behalf of Landlord on an ongoing basis (full time or part time but not ad hoc).

          (l) Access. Except as otherwise expressly permitted in this Lease, the Common Area, sidewalks, halls, passages, exits, entrances, and stairways shall not be obstructed by Tenant or used for any purpose other than for ingress to and egress from its Premises. The common areas, halls, passages, exits, entrances, elevators, stairways and roof are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Property, the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom Tenant normally deals in the ordinary course of Tenant’s business unless such persons are engaged in illegal activities. No Tenant and no employees or invitees of Tenant shall go upon the roof or mechanical floors of the Building.

          (m) Nuisance. Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Property or the Building by reason of noise, odors and/or vibrations, or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought in or kept in or about the Premises of the Building or the Property.

          (n) Security and Electric Consumption. Tenant shall see that the doors, and windows, if operable, of the Premises are closed and securely locked before leaving the Building and must observe strict care and caution that all water faucets or water apparatus are entirely shut off before Tenant or Tenant’s employees leave the Building and that if required by law or regulation, all electricity shall likewise be carefully shut off so as to prevent waste or damage, and for any default or carelessness Tenant shall make good all injuries and losses sustained by Landlord to the extent of any deductibles and such excess costs as are not paid or covered under Landlord’s or Tenant’s insurance and as are sustained by Landlord as a result, in whole or in part, from Tenant’s negligence.

          In addition to any liability for breach of any covenant of this Section, Tenant shall pay to Landlord an amount equal to any increase in insurance premiums payable by Landlord, caused by such breach, default or carelessness on the part of Tenant.

          (o) Environmental Laws.

     (i) Tenant covenants and agrees as follows:

                    (a) Tenant shall keep the Premises and the Property free of all Hazardous Substances, shall promptly remove from the Premises and the Property and shall dispose of all Hazardous Substances by-products in compliance with all applicable Environmental Laws, and shall not permit the Premises to be used for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substances.

                    (b) Tenant shall comply with all applicable Environmental Laws and shall obtain and comply with all Environmental Permits.

                    (c) Tenant shall promptly provide Landlord with a copy of all notifications of any Release or the threat of a Release on, at or from the Premises given by or on behalf of Tenant to any federal, state or local governmental agencies or authorities or received by or on behalf of Tenant from any source whatsoever.

                    (d) Tenant shall undertake and complete all investigations, studies, sampling and testing and all removal and other remedial actions necessary to contain, remove and clean up all Hazardous Substances that

are determined to be present at the Premises in accordance with all applicable Environmental Laws and all Environmental Permits.

                    (e) Tenant shall at all times allow Landlord and Landlord’s lenders and their officers, employees, agents, representatives, contractors and subcontractors, reasonable access to the Premises for the purpose of ascertaining site conditions, including, but not limited to, subsurface conditions, provided, however that any such entity to which access is so allowed shall not unreasonably interfere with or disrupt Tenant’s use of the Premises and shall restore any damage to the Premises caused by their access and inspection.

                    (f) If at any time Tenant obtains any evidence or information which suggests that potential environmental problems may exist at the Premises, Landlord may require that a full or supplemental environmental inspection and audit report with respect to the Premises of a scope and level of detail satisfactory to Landlord be prepared by an environmental engineer or other qualified person acceptable to Landlord, at Tenant’s sole cost and expense. If said audit report indicates the presence of any Hazardous Substance or a Release or the threat of a Release on, at or from the Premises, Tenant shall promptly undertake and diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean up and other remedial action, using methods recommended by the environmental engineer or other person who prepared said audit report and acceptable to the appropriate federal, state and local regulatory authorities.

               (ii) Tenant covenants and agrees, at its sole cost and expense, to indemnify, protect, defend and save harmless Landlord from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements and/or expenses (including, without limitation, attorneys’ and experts’ fees, expenses and disbursements) of any kind or nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against Landlord relating to, resulting from or arising out of (i) the use of the Premises for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or for the storage of petroleum or petroleum based products, (ii) the presence of any Hazardous Substance or a Release or the threat of a Release on, at or from the Premises, (iii) the failure to promptly undertake and diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean up and other remedial actions with respect to a Release or the threat of a Release on, at or from the Premises; (iv) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind to the extent the same arise from the condition of the Premises or the ownership, use, operation, sale, transfer or conveyance thereof, (v) a violation of any applicable Environmental Law, (vi) non-compliance with any Environmental Permit or (vii) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Tenant in this Lease.

               (iii) All capitalized terms used in this Section and not heretofore defined shall have the meanings set forth below.

               “Environmental Laws” means all federal, state and local environmental, land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances and codes relating to the protection of the Environment and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Substances and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of federal, state and local governmental agencies and authorities with respect thereto.

               “Environmental Permits” means all permits, licenses, approvals, authorizations, consents or registrations required by an applicable Environmental Law in connection with the ownership, use and/or operation of the Premises for the storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Substances or the sale, transfer or conveyance of the Premises.

               “Hazardous Substance” means, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, hazardous wastes, hazardous or toxic substances or related materials, as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, et seq.), the Toxic Substances Control Act, as

amended (15 U.S.C. Sections 2601, et seq.) Articles 15 and 27 of the New York State Environmental Conservation Law or any other applicable Environmental Law and the regulations promulgated thereunder.

               “Release” has the same meaning as given to that term in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), and the regulations promulgated thereunder.

               (iv) Landlord makes no warranties or representations whatsoever with respect to the environmental condition of the Premises, except that Landlord represents that it has no knowledge of any violation of any Environmental Laws or Environmental Permits affecting the Premises.

12. REPAIRS

          Tenant shall give to Landlord prompt written notice of any damage to, or defective condition in the Building structure or in any part or appurtenance of the Building’s plumbing, electrical, heating, air-conditioning, ventilation, sprinkler, elevator or other systems serving, located in, or passing through the Premises. Subject to the provisions of this Section 12, Tenant shall, at Tenant’s own expense, keep the Premises in good order, condition and repair during the term, except that Landlord, at Landlord’s expense (unless caused by the fault or negligence of Tenant, its contractors, agents, or employees in which case Tenant shall pay Landlord for any deductible and any cost which either exceeds insurance proceeds Landlord receives or which is not covered under Landlord’s insurance policy in respect of such damage) shall keep in repair and maintain the exterior of the Building, the electrical, heating, air-conditioning, ventilation, sprinkler, elevator or other systems serving, located in or passing through the Premises, plumbing fixtures located in the Building (except those installed by Tenant with Landlord’s approval), outside walls, including windows, loadbearing walls (except as to surface damage done by or attributable to Tenant) and doors and roof.

          Tenant, at Tenant’s expense, shall comply with all laws and ordinances, and all rules and regulations of all governmental authorities and of all insurance bodies at any time in force, applicable to the Premises or to Tenant’s use thereof, except that Tenant shall not hereby be under any obligation to comply with any law, ordinance, rule or regulation requiring any structural alteration of or in connection with the Premises, unless such alteration is required by reason of a condition which has been created by, or at the instance of, Tenant, or is required by reason of a breach of any of Tenant’s covenants and agreements hereunder. Landlord shall not be required to repair any injury or damage by fire or other cause, or to make any repairs or replacements of any panels, decoration, office fixtures, railing, ceiling, floor covering, partitions, or any other property installed in the Premises by Tenant unless such injury or damage is a direct result of negligence on the part of Landlord or its contractors, agents or employees, and Tenant is not reimbursed for such injury or damage from insurance proceeds.

13. DESTRUCTION OF PREMISES

          If the Premises shall be partially damaged by fire or other causes the damage shall be repaired by and at the expense of Landlord and unless the damage is caused by the fault or neglect of Tenant, Tenant’s servants, employees, agents, visitors or licensees, a portion of the Rent, until such repairs shall be made, shall be abated and such abated portion shall be equal to the product of the rent then due multiplied by a fraction, the numerator of which shall be the number of square feet of the Premises which is not usable and in fact is not used by Tenant and the denominator of which shall be the number of square feet of the entire Premises. In the event, however, that such partial damage is due to the fault of Tenant, Tenant’s servants, employees, agents, visitors or licensees, the damage shall be repaired by Tenant, there shall be no apportionment or abatement of Rent and Tenant shall pay the costs of such repairs to the extent that no insurance proceeds or insufficient insurance proceeds (including any deductible) are received by Landlord for such damage. Landlord may, however, elect to make such repairs, if in its judgment it is more practical and expeditious to do so, and charge Tenant with the above-mentioned costs. No penalty shall accrue for delays which may arise through adjustment of insurance or for delays on account of any cause beyond Landlord’s control.

          If more than 50% of the Premises is totally damaged or rendered wholly untenantable by fire or any other cause, Landlord shall within sixty (60) days of the date of such damage, decide whether or not to restore the Premises, and give Tenant notice in writing of such decision within such period. If Landlord elects not to restore the Premises or fails to give such written notice to Tenant within the 60-day period above mentioned the term of this Lease shall cease, terminate and expire upon such 60th day and Tenant shall vacate the Premises and surrender the same to Landlord. Upon termination of

 

this Lease, under the conditions herein provided, Tenant’s liability for rent shall cease and be adjusted as of the day following the casualty. Tenant hereby expressly waives the provisions of Section 227 of the Real Property Law and agrees that the foregoing provisions shall govern and control in lieu thereof.

          If, however, Landlord elects to restore the Premises and gives notice to Tenant to such effect within the 60-day period above mentioned, then Landlord shall have a period of up to 180 days from the date of notification by Landlord to Tenant within which to restore the Premises to as feasibly near a condition to that which existed prior to the damage excluding only non-Building Standard Work or special improvements made by Tenant to the Premises. Such 180-day period shall be extended on a day-by-day basis for each day beyond the 60-day period above mentioned that Landlord does not receive the full insurance proceeds for the damage sustained.

          The obligation of Landlord under this Section 13 shall be expressly subject to Section 25 on Force Majeure.

14. CONDEMNATION

          If the Premises or any part thereof shall be taken by any public or private authority through condemnation or eminent domain, Landlord shall immediately notify Tenant in writing.

          If such taking reduces the Premises by more than 50% (whether by a single taking or a series of takings) either party may terminate this Lease at any time by written notice to the other to be given within ninety (90) days of the date of the taking. Should Tenant or Landlord elect not to terminate this Lease, the Rent shall be reduced from and after such taking to an amount to be determined by multiplying the Rent which would otherwise have been due by a fraction of which the numerator shall be the number of square feet of the remaining portion of the Premises, and the denominator the number of square feet of the entire Premises.

          In the event this Lease is not terminated as above provided, Landlord covenants and agrees to restore said Premises within 180 days of the expiration of the 90-day period above referred to.

          Whether this Lease is terminated or not, Landlord shall be entitled to all the proceeds of the condemnation award with respect to the value of the Building and/or Lot taken, and Tenant shall have no claim against Landlord or the condemning authority for any unexpired term of this Lease nor for any other leasehold interests. Tenant’s only claims shall be for moving expenses and trade fixtures.

15. CERTAIN RIGHTS RESERVED TO LANDLORD

          Landlord reserves the following rights:

          (a) To name the Building or the Property and to change the name or street address of the Building or Corporate Woods.

          (b) To install and maintain a sign or signs on the exterior or interior of the Building or on the Lot provided any such sign or signs will not be located in the Premises except as may be required by law, regulation or administrative enactment.

          (c) To designate all sources furnishing sign painting and lettering, ice, drinking water, towels, toilet supplies, vending machines, mobile vending service, catering, and like services used on the Premises or in the Building. Notwithstanding the foregoing and notwithstanding any prohibition elsewhere in this Lease on cooking in the Premises, Tenant may install and use a coffee machine, vending machines, refrigerator, stove and microwave oven for use by employees so long as the same is not prohibited under local, state or federal law.

          (d) To take possession of the Premises, during the last 90 days of the term if Tenant has then vacated the Premises and prepare the same for occupancy by another tenant or tenants.

          (e) To constantly have pass keys to the Premises.

          (f) On reasonable prior notice to Tenant, to exhibit the Premises to prospective tenants and to any prospective purchaser, mortgagee, or assignee of any mortgage on the Property and to others having a legitimate interest during the term or any extension period hereof, if extended, upon reasonable advance notice to Tenant.

          (g) At any time and without notice in the event of an emergency, and otherwise upon reasonable notice and at reasonable times, to take any and all measures, including inspections, repairs, alterations, additions and improvements to the Premises, the Building or to the Property, as may be necessary or desirable for the safety, protection or preservation of the Premises, the Building or the Property or Landlord’s interests, or as may be necessary or desirable in the operation or improvement of the Premises, the Building or the Property or in order to comply with all laws, orders and requirements of governmental or other authority.

16. LANDLORD’S REMEDIES

          All rights and remedies of Landlord herein enumerated shall be cumulative, and none shall exclude any other right or remedy allowed by law. In addition to the other remedies in this Lease provided, Landlord shall be entitled to the restraint by injunction of any violation or attempted material violation of any of the covenants, agreements or conditions of this Lease.

          (a) Bankruptcy; Re-organization. If Tenant shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of Tenant or of all or a substantial part of its assets, (ii) admit in writing its inability to pay its debts as they come due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law other than the federal Bankruptcy Code, or (v) file an answer admitting the material allegations of a petition filed against Tenant in any reorganization or insolvency proceeding, other than a proceeding commenced pursuant to the federal Bankruptcy Code, or if any order, judgment or decree shall be entered by any court of competent jurisdiction, except for a bankruptcy court or a federal court sitting as a bankruptcy court, adjudicating Tenant insolvent or approving a petition seeking reorganization of Tenant or appointing a receiver, trustee or liquidator of Tenant or of all or a substantial part of its assets, and Tenant is unable to restore its financial position, stay any Bankruptcy proceeding or cure any of the aforementioned events of default within 60 days after such occurrence, then, in any such event and upon the passage of 60 days thereafter, Landlord may give to Tenant a notice of intention to end the term of this Lease specifying a day not earlier than ten (10) days thereafter, and upon the giving of such notice the term of this Lease and all right, title and interest of Tenant hereunder shall expire as fully and completely on the day so specified as if that day were the date herein specifically fixed for the expiration of the term.

          (b) Default in Tenant Obligations. If Tenant defaults in the payment of Rent and such default continues for 5 days after notice, or defaults in the prompt and full performance of any other provision of this Lease and such default continues for 30 days after notice, or if such default cannot be cured within 30 days, Tenant does not commence to cure such default within 30 days and diligently pursue the same to completion thereafter, or if the leasehold interest of Tenant be levied upon under execution or be attached by process of law and such levy or attachment is not removed within 30 days thereafter, or if Tenant abandons the Premises and ceases to pay Rent hereunder for a period in excess of 30 days, then and in any such event Landlord may, at its election, either terminate this Lease and Tenant’s right to possession of the Premises or, without terminating this Lease, endeavor to relet the Premises. Nothing herein shall be construed so as to relieve Tenant of any obligation, including the payment of Rent, as provided in this Lease.

          (c) Surrender of Possession; Landlord’s Right to Re-Enter. Upon any termination of this Lease, Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord, and hereby grants to Landlord full and free license to enter into and upon the Premises to repossess Tenant of the Premises as of Landlord’s former estate and to expel or remove Tenant and any others who may be occupying or within the Premises and to remove any and all property therefrom, using such force as may be necessary, without being deemed in any manner guilty of trespass, eviction or forcible entry or detainer, and without relinquishing Landlord’s right to Rent or any other right given to Landlord hereunder or by operation of law.

          (d) Re-Letting. If, pursuant to the provisions of this Lease, Landlord becomes entitled to elect, and Landlord does elect, without terminating this Lease, to endeavor to relet the Premises, Landlord may, at Landlord’s option, enter into the Premises, remove Tenant’s signs and other evidence of tenancy, and take and hold possession thereof as in subsection (c) of this section provided, without such entry and possession terminating this Lease or releasing Tenant, in whole or in part, from Tenant’s obligation to pay the Rent hereunder for the full term as hereinafter provided. Upon and after entry into possession

 

without termination of this Lease, Landlord may relet the Premises or any part thereof for the account of Tenant to any person, firm or corporation other than Tenant for such rent, for such time and upon such terms as Landlord shall determine to be reasonable. In any such case, Landlord may make repairs, alterations and additions in or to the Premises, and redecorate the same to the extent deemed by Landlord necessary or desirable, and Tenant shall, upon demand, pay the reasonable cost thereof, together with Landlord’s reasonable expenses of the reletting. If the consideration collected by Landlord upon any such reletting for Tenant’s account is not sufficient to pay monthly the full amount of the Rent reserved in this Lease, together with the cost of repairs, alterations, additions, redecorating and Landlord’s expenses, Tenant shall pay to Landlord the amount of each monthly deficiency upon demand.

          (e) Damages and Acceleration. If Landlord elects to terminate this Lease for any of the reasons specified in this Section 16, it being understood that Landlord may elect to terminate this Lease after and notwithstanding its election to terminate Tenant’s right to possession as in subsection (b) of this Section 16, provided Landlord shall forthwith upon such termination be entitled to recover as damages, and not as a penalty, an amount equal to the then present value of the Rent provided in this Lease for the residue of the stated term hereof, less the present value of the fair rental value of the Premises for the residue of the stated term. The discount rate used to calculate present value shall be 10%.

          If, however, Tenant has defaulted in the payment of Rent, or in failing to keep in effect the insurance required under Section 7 or by subletting the Premises or assigning this Lease in violation of Section 9, then Landlord may terminate this Lease, and accelerate all Rent due hereunder from the date of such default through the end of the term of this Lease or any extension period, if extended, and demand immediate payment in full of all Rent as so accelerated.

          (f) Tenant’s Personal Property. Any and all property which may be removed from the Premises by Landlord pursuant to the authority of this Lease or of law, to which Tenant is or may be entitled, may be handled, removed or stored by Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all expenses incurred in such removal and all storage charges against such property. Any such property of Tenant not removed from the Premises or retaken from storage by Tenant within thirty (30) days after the end of the term or of Tenant’s right to possession of the Premises, however terminated, shall be conclusively deemed to have been forever abandoned by Tenant and either may be retained by Landlord as its property or may be disposed of in such manner as Landlord may see fit.

          (g) Landlord’s Right to Perform Tenant’s Obligations. Tenant agrees that if it shall at any time fail to make any payment or perform any other act on its part to be made or performed under this Lease, Landlord may, but shall not be obligated to, and after reasonable notice or demand and without waiving, or releasing Tenant from, any obligation under this Lease, make such payment or perform such other act to the extent Landlord may deem desirable, and in connection therewith, Landlord may pay expenses and employ counsel. If legal action is required to enforce performance by Tenant of any condition, obligation or requirement hereunder, the costs of any such action including attorneys’ fees will be paid solely by the party not prevailing in such action. All sums so paid by Landlord and all expenses in connection therewith, together with interest thereon at the maximum rate permitted by law from the date of payment shall be deemed Additional Rent hereunder and payable at the time of any installment of Rent thereafter becoming due and Landlord shall have the same rights and remedies for the non-payment thereof, or of any other Additional Rent, as in the case of default in the payment of Rent.

17. LATE CHARGE

          A late charge shall be due and owing on any installment of Rent not received by Landlord by the fifth (5th) business day of the calendar month in which due and on any monetary obligation of Tenant or charge due from Tenant not paid by Tenant when due. Such late charge shall equal four percent (4%) of the then unpaid monthly Rent, shall be billed by Landlord to Tenant with the Rent for the calendar month next following and shall be paid by Tenant together with the Rent due for such month.

18. SUBORDINATION OF LEASE

          The rights of Tenant under this Lease shall be and are subject and subordinate at all times to all ground leases, and/or underlying leases, if any, now or hereafter in force against the Property, and to the lien of any mortgage or mortgages now or hereafter in force against such leases and/or the Property, and to all advances made or hereafter to be made upon the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof. This Section is self-operative and no further instrument of subordination shall be required. In confirmation of such subordination,

 

however, Tenant shall promptly execute such further instruments as may be requested by Landlord. Tenant, at the option of any mortgagee, agrees to attorn to such mortgagee in the event of a foreclosure sale or deed in lieu thereof.

19. NOTICES AND CONSENTS

          All notices, demands, requests, consents or approvals (collectively, “Notice”) which may or are required to be given by either party to the other shall be in writing and shall be deemed given on the third (3rd) day after the date of postmark when sent by United States Certified or Registered Mail, postage prepaid return receipt requested or if delivered by hand, on the date of delivery against receipt.

          Such Notice shall be mailed or delivered as follows:

(a)		if to Tenant:		Harris Interactive, Inc. 60 Corporate Woods Rochester, New York 14623 ATTN: Carole A. Bond
(b)		if to Landlord:
				Corporate Woods Associates, LLC 175 Corporate Woods, Suite 160 Rochester, New York 14623 Attention: Lease Administration
with a copy to:
				Woods, Oviatt, Gilman, Sturman & Clarke 700 Crossroads Building 2 State Street Rochester, New York 14614 Attention: Mitchell S. Nusbaum, Esq.

          The parties may by written notice to the other designate a different person or entity to receive notices hereunder and/or a different address or addresses. If the term Tenant as used in this Lease refers to more than one person any Notice given as aforesaid to any one of such persons shall be deemed to have been duly given to Tenant.

20. NO ESTATE IN LAND

          This contract and Lease shall create the relationship of landlord and tenant between Landlord and Tenant; no estate shall pass out of Landlord; and Tenant has only a usufruct which is not subject to levy and sale.

21. INVALIDITY OF PARTICULAR PROVISIONS

          If any clause or provision of this Lease is or becomes illegal, invalid, or unenforceable because of present or future laws or any rule or regulation of any governmental body or entity, effective during its term, the intention of the parties hereto is that the remaining parts of this Lease shall not be affected thereby unless such invalidity is essential to the rights of either party in which event Landlord shall have the right to terminate this Lease on written notice to Tenant.

22. WAIVER OF TRIAL BY JURY

          It is mutually agreed by and between Landlord and Tenant that the respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, and any emergency statutory or any other statutory remedy.

23. MISCELLANEOUS TAXES

          Tenant shall pay prior to delinquency all taxes assessed against or levied upon its occupancy of the Premises, or upon the fixtures, furnishings, equipment and all other personal property of Tenant located in the Premises other than those furnished and paid for by Landlord, if nonpayment thereof shall give rise to a lien on the real estate, and when possible Tenant shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the property of Landlord. In the event any or all of Tenant’s fixtures, furnishings, equipment and other personal property, or upon Tenant’s occupancy of the Premises, shall be assessed and taxed with the property of Landlord, Tenant shall pay to Landlord its share of such taxes within ten (10) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of such taxes applicable to Tenant’s occupancy or fixtures, furnishings, equipment or personal property. Landlord shall pay any and all Real Estate Taxes assessed and levied against Corporate Woods, in each case prior to the respective delinquency dates thereof. If such taxes may be paid in installments, Landlord shall have the right to do so.

24. BROKERAGE

          Tenant and Landlord represent and warrant that they have dealt with no broker, agent or other real estate sales person in connection with this Lease other and that, other than as herein expressly set forth, no broker, agent or such other person brought about this transaction. Tenant and Landlord agree to indemnify and hold each other harmless from and against any claims by any broker, agent or other real estate sales person claiming a commission or other form of compensation by virtue of this Lease or of having dealt with Tenant or Landlord with regard to this leasing transaction and should a claim for such commission or other compensation be made it shall be promptly paid or bonded by the party who has dealt with the person or entity making such claim. The provisions of this Section shall survive the termination of this Lease.

25. FORCE MAJEURE

          Except as otherwise provided in this Lease and except as to the payment of Rent or other monies due under this Lease neither party shall be responsible for delays or inability to perform its obligations hereunder for causes beyond the control of such party including acts of other tenants, governmental restriction, regulation or control, labor dispute, accident, mechanical breakdown, shortages or inability to obtain labor, fuel, steam, water, electricity or materials, acts of God, enemy action, civil commotion, or fire or other casualty.

26. PARKING

          Landlord shall provide Tenant with Four (4) parking spaces per each 1,000 square foot of Tenant’s Total Rentable Areas, at no cost during the term of this Lease and any extension thereof. Said parking spaces shall be non-reserved and available on a first-come, first-served basis.

27. REPETITIVE DEFAULTS

          In the event Tenant shall default (i) more than twice in any twelve month period by failing to pay Rent on or before the 5th day of the month when due or (ii) more than twice in any six month period in the performance of any of its other obligations under this Lease, then, notwithstanding that such defaults shall have each been cured within the applicable grace period, Tenant shall no longer be entitled to any written notice and grace period for a subsequent default but such default shall be deemed deliberate and Landlord may thereafter enforce this Lease at law and/or in equity.

28. DIRECTORY AND SIGNAGE

          Tenant shall have the right to have its name listed at the suite entrance, lobby directory, if any, located in the lobby of Building 135 and in the directory, if any, to be placed on the exterior monument in front of the Building. All such listings shall be in such size, lettering, color and form as are prescribed by Landlord from time to time. Further, Tenant shall be granted a right to display its name on the exterior of 60 Corporate Woods. Tenant shall be solely responsible for all costs associated with the design, manufacturing, installation, maintenance and removal as well as any related insurance costs, permitting and local code fees. Additionally, the design and location of any exterior signage shall be subject to Landlord’s approval and local code compliance. Tenant agrees to restore the Building to its original condition upon the removal of any exterior building signage.

29. SPECIAL STIPULATIONS

          (a) No receipt of money by Landlord from Tenant after the termination of this Lease or after the service of any notice or after the commencement of any suit or after final judgment for possession of the Premises shall reinstate, continue or extend the term of this Lease or affect any such notice, demand or suit or imply consent for any action for which Landlord’s consent is required.

          (b) No waiver of any default of Tenant or of Landlord hereunder shall be implied from any omission by Landlord or Tenant, as the case may be, to take any action on account of such default if such default persists or be repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated.

          (c) The term “Landlord” as used in this lease, so far as covenants or agreements on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners of Landlord’s interest in this Lease at the time in question, and in the event of any transfer or transfers of such interest Landlord herein named (and in case of any subsequent transfer, the then transferor) shall be automatically freed and relieved from and after the date of such transfer of all personal liability from events which occur after the date of transfer. Any such release of Landlord under this section shall become effective only at such time as Landlord’s transferee is deemed to be bound to the terms and provisions of this Lease. It is understood, however, that Landlord shall reimburse Tenant for any overpayments of Rent made by Tenant prior to the assignment and any prepayment of Rent for months subsequent to the assignment.

          (d) It is understood that Landlord may occupy portions of the Building in the conduct of Landlord’s business. In such event, all references herein to other tenants of the Building shall be deemed to include Landlord as an occupant.

          (e) Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being dispossessed or removed from the Premises because of default by Tenant pursuant to the covenants or agreements contained in this Lease.

          (f) Tenant specifically agrees to look solely to Landlord’s equity interest in the Property for recovery of any judgment against Landlord. There shall be absolutely no personal liability of persons, partnerships, firms, corporations or other entities who at any time constitute the Landlord with respect to any of the terms, covenants, conditions and provisions of this Lease.

          (g) The parties acknowledge that each party and its respective counsel have reviewed this Lease and that no rule construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Lease or any amendment or exhibits hereto.

30. QUIET ENJOYMENT

          So long as Tenant shall observe and perform the covenants and agreements binding on it hereunder and shall not be in default beyond any applicable grace period, Tenant shall at all times during the term herein granted peacefully and quietly have and enjoy possession of the Premises without any encumbrance or hindrance by, from or through Landlord.

31. ESTOPPEL CERTIFICATE BY TENANT

          Landlord and Tenant agree that from time to time upon not less than five (5) days prior request of the other, to deliver to the party making the request a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications that the same is in full force and effect as modified and identifying the modifications), (b) the dates to which the Rent and other charges have been paid, and (c) that, so far as the person making the certificate knows, the other party is not in default under any provision of this Lease, or if such were not to be the fact, then certifying such default of which the person making the certificate may have knowledge, it being understood that any such certificate so delivered may be relied upon by any landlord under any ground or underlying lease, or any prospective purchaser, lender, mortgagee, or any assignee of any mortgage on the Property or any party purchasing the assets of Landlord or Tenant, as the case may be, or acquiring the same by merger, succession or otherwise.

32. INTENTIONALLY DELETED

33. SUBSTITUTE PREMISES

          If the Premises contain an area of 2,500 square feet or less, Landlord shall have the right at any time during the term hereof, upon giving Tenant not less than sixty (60) days prior written notice, to provide and furnish Tenant with space elsewhere in the Building of Corporate Woods of approximately the same size as the Premises and remove and place Tenant in such space, with Landlord to pay all reasonable costs and expenses incurred as a result of such removal of Tenant. Should Tenant refuse to permit Landlord to move Tenant to such new space at the end of said sixty (60) day period, Landlord shall have the right to cancel and terminate this Lease effective ninety (90) days from the date of original notification by Landlord. If Landlord moves Tenant to such new space, this Lease and each and all of its terms, covenants and conditions shall remain in full force and effect and be deemed applicable to such new space, and such new space shall thereafter be deemed to be the Premises as though Landlord and Tenant had entered into an express written amendment of this Lease with respect thereto.

34. FINANCIAL STATEMENTS

          Tenant shall provide Landlord with financial statements detailing the financial condition of Tenant. Such statements shall be provided on an annual basis (or more frequently if requested by Landlord) and shall be verified by the affidavit of Tenant or if the same be a corporation by an affidavit of its principal executive officer. Tenant shall further provide Landlord such additional financial statements in such form and such certifications as Landlord may from time to time reasonably request.

35. ENTIRE AGREEMENT

                      This Lease sets forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Premises. There are no oral agreements or understandings between the parties hereto affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings between the parties hereto with respect to the subject matters hereof including, but not limited to, the lease between the parties dated April 12, 1991 and the subsequent Lease Amendments One through Thirteen (collectively, the “Original Lease”), and none thereof shall be used to interpret or construe this Lease, except however, for insurance purposes only, Tenant shall remain liable for all applicable terms and conditions under the terms of the Original Lease for its first floor Premises located within 135 Corporate Woods during Tenant’s relocation from the first floor of 135 Corporate Woods into 60 Corporate Woods. Tenant’s relocation period is anticipated to commence March 30, 2007 and be completed by April 31, 2007. Except as otherwise herein expressly provided, no subsequent alteration, amendment, change, waiver or addition to or of any provision of this Lease, nor any surrender of the Term, shall be binding upon Landlord or Tenant unless reduced to writing and signed by the party against whom the same is charged or such party’s successors in interest.

36. RECYCLING PROGRAM

          Landlord has instituted a recycling program for various types of non-hazardous waste products Tenant and Tenant’s employees, guests and invitees will generate on the Premises. Tenant and Tenant’s employees, guests and invitees agree to adhere to any and all rules and regulations and any future expense or surcharge Landlord may promulgate with respect to the recycling program and to actively participate in the program.

37. RENEWAL OPTION

          Landlord hereby grants to Tenant the conditional right, exercisable at Tenant’s option, to renew the term of the Lease for one (1) separate but consecutive five (5) year term. If exercised, and if the conditions applicable thereto have been satisfied, the renewal term (the “Renewal Term”) shall commence August 1, 2015. The right to this option herein granted to Tenant shall be subject to and shall be exercised in accordance with, the following terms and conditions:

          (a) Tenant shall exercise its right of renewal with respect to the Renewal Term by giving Landlord written notice no later than July 31, 2013 (the “Renewal Notice”). Landlord and Tenant shall have thirty (30) days following Landlord’s receipt of the Renewal Notice to mutually agree to the Renewal Terms. In the event Landlord and Tenant do not reach mutually agreeable terms and conditions for the Renewal Term, Tenant’s option shall expire and become null and void.

          (b) If the Renewal Notice is not given timely, then Tenant’s rights of renewal pursuant to this Section shall lapse and be of no further force or effect.

          (c) If Tenant has defaulted under this Lease on the date the Renewal Notice is given to Landlord or at any time prior to the commencement of the Renewal Term, then, at Landlord’s option, the Renewal Term shall not commence and the term of the Lease shall expire at the expiration of the initial term of this Lease.

          (d) If at any time any portion of the Premises has been subleased or assigned, then Tenant’s rights pursuant to this Section shall lapse and be of no further force or effect.

(e)

Tenant’s right of renewal under this Section may be exercised by Tenant only and may not be exercised by any other transferee, sublessee or assignee of Tenant, except a Permitted Transferee.

38. RIGHT OF FIRST OFFER

Tenant shall have an on-going right of first offer to lease space as it becomes available in Building 100 Corporate Woods subject, however, to any pre-existing tenant’s right as of April 1, 2007 (the “RFO Premises”) upon the terms and conditions hereafter set forth:

         (a) Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“Landlord’s Notice”, more particularly described below) that Landlord intends to offer the RFO Premises for lease.

     (b) Landlord’s Notice. Landlord’s Notice shall set forth the Base Rent applicable to such RFO Premises, Tenant’s new Pro Rata Share (including the Premises and RFO Premises, the Commencement Date for the RFO Premises and the Expiration Date for the RFO Premises. Tenant shall have the right, exercisable upon written notice given to Landlord within five (5) business days after the giving of Landlord’s Notice, to lease the RFO Premises. If Tenant fails to give such notice in the time period set forth herein, Tenant shall have no rights pursuant to that specific RFO space unless and until Landlord leases such RFO Space to a tenant other than Tenant during the term of this Lease and thereafter becomes available. However, should Landlord fail to lease that specific RFO Premises within a three (3) month period from the date of Landlord’s Notice, Tenant’s rights to the RFO Premises shall be in full force and effect as stated herein. Upon the timely giving of such notice, Landlord shall lease the RFO Premises upon all of the terms and conditions of this Lease except as hereinafter set forth.

          (c) Lease Provisions Applying to RFO Premises. The leasing to Tenant of the RFO Premises shall be upon all of the terms and conditions of this Lease unless stated otherwise in Landlord’s Notice and except that the RFO Premises shall be delivered by Landlord and accepted by Tenant in its “as is” condition.

          (d) Tenant Default. If Tenant is in default under this Lease on the date written notice is given to Tenant by Landlord or at any time thereafter prior to the date the RFO Premises is occupied by Tenant, then, at Landlord’s option, Tenant’s rights pursuant to this Section shall lapse and be of no further force or effect.

          (e) Execution of Lease Amendments. Notwith-standing the fact that Tenant’s exercise of the above-described right of first offer to lease RFO Premises shall be self-executing, the parties hereby agree promptly to execute a lease amendment reflecting the addition of the RFO Premises as well as any modifications of the provisions of the Lease as shall be necessary to properly include the RFO Premises within the terms and conditions of this Lease.

39. AUTHORITY

          Tenant warrants and represents that it has full power and authority to execute this Lease on behalf of Tenant and that this Lease, once executed by the signatory of Tenant, shall constitute a legal and binding obligation of Tenant and is fully enforceable in accordance with its terms.

40. EXHIBITS

          Exhibits “A” through “C” are attached hereto and are part of this Lease.

          IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this Lease as of the day and year first above written.

WITNESS:				CORPORATE WOODS ASSOCIATES, LLC
Illegible				By		/s/ Theodore F. Spall, Jr.        Theodore F. Spall, Jr.
				Its:		Member
WITNESS:				HARRIS INTERACTIVE, INC.
Illegible				By:		/s/ Gregory T. Novak        Gregory T. Novak
				Its:		President & CEO
WITNESS:				By:		/s/ Ronald E. Salluzzo         Ronald E. Salluzzo
				Its:		Chief Financial Officer
Illegible