Free Trade Agreement

Lease Modification Agreement

THIS AGREEMENT ("Agreement") is made as of , 200 by and between

, a New York corporation duly qualified to conduct business in the State of , having offices at ("Landlord") and

, a corporation, duly qualified to conduct business in the State of , having offices at ("Tenant").

WITNESSETH:

WHEREAS, Landlord and Tenant entered into a lease agreement dated as of , 200 (the "Lease"), covering the premises known as , located in the City of , County of , and State of , as more particularly described in the Lease (the "Demised Premises"); and

WHEREAS, Landlord and Tenant now desire to modify the Lease, as hereinafter more specifically set forth;

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant mutually agree that the Lease is hereby modified as follows:

1. The term of the Lease is hereby extended through and including , 200 , so as to expire at 11:59 p.m. local time on such date.

2. Tenant shall pay Basic Annual Rent in accordance with Article of the Lease during such extended term as follows:

(a) For the period from , 200 , through and including , 200 , the sum of DOLLARS ($ ) in equal monthly installments of $ ;

(b) For the period from , 200 , through and including , 200 , the sum of DOLLARS ($ ) in equal monthly installments of $ .

3. Provided that Tenant is in occupancy of the Demised Premises and doing business therein, and provided that Tenant is not then in default of any of the terms, covenants or conditions of the Lease, Tenant shall have option(s) to extend the term of the Lease for an additional period of years on each such option.

Tenant shall exercise each option to extend the term of the Lease pursuant to this Paragraph 3 by giving Landlord written notice of Tenant's exercise of such option not earlier than eighteen (18) months nor later than one (1) year prior to the current expiration of the term of the Lease, or the term as extended.

If Tenant shall exercise its option(s) to extend the term, then the Basic Annual Rent during such option(s) shall be as set forth in Paragraph 4 below. In all other respects, all of the terms, covenants, and provisions of the Lease shall remain in full force and effect during the extended term(s), except that Tenant shall have no further option to extend the term after the exercise of the option to extend as provided in this Paragraph 3.

4. If the Tenant properly exercises its option(s) to extend the term pursuant to Paragraph 3 above, then Tenant shall pay Basic Annual Rent in accordance with Article of the Lease during such extended term(s) as follows:

(a) During [the first] such extended term, for the period from , 200 , through and including , 200 , the sum of DOLLARS ($ ) in equal monthly installments of $ ;

(b) During the second such extended term, for the period from , 200 , through and including , 200 , the sum of DOLLARS ($ ) in equal monthly installments of $ .

5. This Agreement shall inure to the benefit of and shall bind the parties hereto and their respective heirs, successors, and assigns permitted pursuant to the Lease. This Agreement fully embodies the terms and conditions of the agreement between the parties for the modification [and extension] of the Lease. There are no other agreements, written or oral, between the parties for the modification [and extension] of the Lease, except as herein stated. All prior agreements, communications or understandings between the parties for or relating to the modification [and extension] of the Lease are merged herein and shall be of no further force or effect. Any modification, rescission, termination, extension, or waiver of this Agreement or any provision hereof shall not be valid or enforceable unless it is in a writing signed by the parties hereto. Alternatively: Section [one of the sample provisions discussed in § 18.01 above] of the Lease is incorporated herein as if set forth in full and shall apply to this Agreement.

6. The persons executing this Agreement on behalf of each party hereto represent to the other party that they are, respectively, duly authorized to sign this Agreement on behalf of their respective party so as legally to bind such party hereunder.

7. Except as modified hereby, all of the terms, conditions, covenants, and provisions of the Lease shall continue unchanged and in full force and effect, and, as modified hereby, the Lease is hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

ACKNOWLEDGMENTS