Suite 1505

11 East 44th Street

New York, NY 10017

212-490-0900 + FAX 212-490-0700

>website: www.margolislawfirm.com

>e-mail: [email-masked]

Margolis

The  Margolis Law Firm

Memo

To:        CLE

From:    JAMargolis

Date:     9/28/05

Re:        15 GENERAL PRINCIPLES OF PRO-TENANT LEASING

1. Notice and opportunity to cure before being deemed in default

2. Consents/approvals not to be unreasonably withheld conditioned or delayed (esp. as to sublet and assignment)

3. Broad rights of rent abatement, set-off and self-help if Tenant is not receiving all it bargained for: rent to abate during any period demised premises not useable for the normal conduct of Tenant’s business

4. All Landlord charges, fees and expenses to be reasonable

5. All services provided by Landlord on an additional pay basis, to be charged at Landlord’s cost

6. No claim for indemnification/reimbursement to Landlord for any loss covered by insurance carried by either party

7. Make indemnifications and hold harmless reciprocal

8. Landlord liable for breach of lease

9. Tenant not liable for any repairs/restoration (i) structural in nature or (ii) covered by Landlord’s insurance

10. Legal fees to prevailing party in any litigation (also to “substantially prevailing party” whether or not suit is actually commenced)

11. All entries to DP to be done in such a way so as to minimize interference w/Tenant’s business

12. No right of Landlord to relocate Tenant

13. No pass throughs to Tenant for Landlord’s capital improvements

14. Premises to be delivered in good order and repair and in compliance with all “legal requirements” (broadly defined)

15. Rent in a well-run building with solid owner/management