Sublease of office space.

This Sublease, made and entered into _________[year], by and between _________, a Delaware corporation (called "Sublessor" below), and a Delaware corporation (called "Sublessee" below).


By that certain Lease Agreement, dated _________[year], and Amendment No. 1 to it (collectively called the "Prime Lease" below), _________ Associates, a general partnership (called the "Prime Lessor" below) has leased premises commonly known as (address) (called the "Premises" below) for the term commencing _________[year], and ending on a date as set forth in pages 5 and 6 of the Prime Lease.

Sublessor desires to sublease to Sublessee, and Sublessee desires to sublease from Sublessor, upon and subject to the terms and conditions of this Sublease, a certain portion of the Premises, and Sublessor represents that as of the date of this Sublease the Prime Lease is in full force and effect with no previously declared default, if any, of either party to it remaining uncured.

Therefore, in consideration of their respective undertakings and agreements contained in this Lease, the parties do by this Lease agree as follows:

(1). Term, Subleased Space and Use. Sublessor subleases to Sublessee, and Sublessee subleases from Sublessor, all that certain space (called the "Subleased Space" below) consisting of approximately _________ square feet on the Premises, as more particularly shown on the diagram attached to and made a part of this Sublease as Exhibit "A," for the term commencing _________[year], and ending _________[year], together with an option by Sublessee to renew (upon notice given prior to _________[year], ) for an additional term commencing _________[year], and ending _________[year], to be occupied and used by Sublessee for offices and for no other purpose.

(2). Basic Rent. Sublessee agrees to and shall pay to Sublessor as rent for the Subleased Space, in legal tender at time of payment, monthly payments due one month in advance, on the first day of each month during the term and additional term of this Lease, equal to the following:

_________(square feet) [$_____ per square foot in excess of Sublessor's actual cost per square foot] divided by 12.

For the purposes of this Lease, "Sublessor's Actual Costs Per Square Foot," shall mean the sum of:

(i). Sublessor's yearly fixed payments under the Prime Lease at the rate of ($_____ per month through _________[year], and $_____ per month from _________[year], through _________[year]).

(ii). Sublessor's variable payments under the Prime Lease (the outstanding principal balance owed by the Sublessor times _____% of the then prime rate), divided by _________ square feet.

Sublessor shall give Sublessee periodic notice of any adjustment of (ii) above as the prime rate varies from time-to-time. For the month of _________[year], the amount of (ii) is $_____. By way of example, utilizing such amount of $_____ the basic net for the month of _________[year] is:

(subleased sq. ft) [2 +(term (i) above) + (term (ii) above)/ 12 (total sq. ft of Prime Lease)] = /

(a). It is intended that this Lease shall be what is commonly described as a "net net" lease and that all costs and expenses with regard to the leased premises other than the payment of any mortgage or mortgages now or later placed upon the premises by the Lessor shall be paid by the Lessee and the rent collected by the Lessor shall be net of any other expenses, except as otherwise provided in this Lease. Included, but not by way of limitation, among the expenses payable by the Lessee shall be all real estate taxes and assessments, fire, liability, and other insurance costs, repairs, maintenance, utilities, heat and air conditioning but excluding capital items. Nothing in this paragraph shall require the payment by Lessee of any taxes based upon or measured by net income, profits, or any franchise, corporate, estate, inheritance, succession, capital levy or transfer tax, or any other tax, assessment, charge or levy upon the rent payable by Lessee under this Lease, levied upon the Lessor.

It is expressly understood and agreed between the parties that the Lessee's responsibility for costs and expenses enumerated in this article shall be based upon the portion of the building demised to Lessee as a percentage of the total area of the building. For the purposes of this article the parties agree that the Lessee's portion of the building is _____% of such total area. Assessments shall be allocated to Lessee on the basis of (i) the ratio of the remaining term of the lease to ten years; or (ii) the ratio of the remaining term of the lease to the reasonable life of the improvement if greater than 10 years, unless such assessments are apportioned on an annual payment basis.

Amounts due under the caption, Additional Rent(a), shall be paid on an estimated basis monthly, at an initial rate of $_____ per month with an annual adjustment to be made based upon actual costs and expenses as of _________ of each year of the lease.

(3). Adoption of Additional Provisions of Prime Lease. For all the intents and purposes of this Sublease except paragraph (3), Sections 7 through 10, inclusive, and Section 13 of the Prime Lease, (a copy of which is attached as Exhibit "B" to this Lease) shall be deemed to be and by this Lease are modified to the extent, if any, set forth below, and as so modified are incorporated in and made a part of this Sublease:

(a). Each reference contained in any of the Sections to "Premises" or "Project" shall be read as applying only to the Subleased Space, each reference to "the Lease" shall be read as a reference to this Sublease, each reference to "Lessor" shall be read as a reference to the Sublessor and each reference to Lessee shall be read as a reference to Sublessee.

(b). In Section 9 of the Prime Lease (relating to assignment and subleasing), the words " except as provided in Section 11 in this Agreement," and " in excess of _____% of ," shall be deleted.

(4). Observance of Prime Lease. At no time during the term of this Sublease shall Sublessee, by any act or omission on its part, cause, suffer or permit to occur any violation of any term or provision of the Prime Lease to be kept, observed or performed by the Lessee under the Prime Lease insofar as such term or provision pertains to the Subleased Space, except that Sublessee shall not be required to assume or pay to the Prime Lessor any rent to be paid by Sublessor under the Prime Lease. Sublessor shall faithfully and punctually pay to the Prime Lessor all sums of rent becoming due from Sublessor to the Prime Lessor under the Prime Lease, and shall faithfully and punctually keep, observe and perform all its other obligations under the Prime Lease, to the end that the Prime Lease shall remain in full force and effect throughout the term of this Sublease and not be terminated by reason of any default of Sublessor as Lessee under it; provided that the foregoing shall not relieve Sublessee from its obligation to keep and observe all the terms and provisions of the Prime Lease relating to the manner of Lessee's use and occupancy of the Subleased Space.

(5). Defaults of Sublessor. The occurrence of any of the following events shall constitute a default of Sublessor:

(a) if Sublessor shall fail to fully keep, observe and perform its obligations arising under this Sublease and shall fail to commence to cure such failure within 15 days after written notice from Sublessee to do so which notice shall specify in reasonable detail the nature of the failure concerned, or to continue diligently with such curative action, or in any event shall fail to fully cure such failure within 30 days after the date of such notice; or

(b) if any voluntary petition or similar pleading under any bankruptcy act or under any Federal or State law seeking reorganization or arrangement with creditors or adjustment of debts, is filed by or against Sublessor, or if any such petition or pleading is involuntary, and it is not adjudicated favorably to Sublessor within 30 days after its filing; or

(c) if Sublessor admits its inability to pay its debts, or if a receiver, trustee or other court appointee is appointed for all or a substantial part of Sublessor's property; or

(d) if the leasehold interest of Sublessor is levied upon or attached by process of law; or

(e) if Sublessor makes an assignment for the benefit of creditors, or if any proceedings are filed by or against Sublessor to declare Sublessor insolvent or unable to meet its debts; or

(f) if a receiver or similar type of appointment or Court appointee or nominee of any name or character is made for Sublessor or its property.

(6). Sublessee's Remedies. Upon the occurrence of any default on the part of Sublessor, Sublessee may, at its option, cure such default on Sublessor's behalf, with the right to set off and deduct the cost of doing so from any sums then or later becoming due from Sublessee to Sublessor; or alternatively, Sublessee may elect to terminate this Sublease by giving written notice of such election to Sublessor, which notice shall specify an effective date of such termination not earlier than the ten (10) days after such notice of termination shall have been given.

(7). Notices. Any notice or payment or rent to be given under this Lease shall be deemed to have been given or delivered, as the case may be, when placed in the United States mail with registered or certified postage prepaid, addressed to the party concerned at their respective addresses shown below:




provided, however, that the foregoing address of either party to this Lease may be charged from time to time by notice to the other party given in the manner provided in this Lease.

In witness of which, this Sublease has been executed _________, 19__.



By: _________

By: _________


[Exhibits omitted]



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