Lease Termination Agreement, Dated July 13, 2005, Between 14 Wall Owner, LLC And Independent Research Group LLC

LEASE TERMINATION AGREEMENT

LEASE TERMINATION AGREEMENT (" Agreement" ) dated as of the 13th day of July, 2005, between 44 WALL OWNER, LLC , a Delaware limited liability company, having an office at c/o Swig Equities, LLC, 770 Lexington Avenue, New York, New York 10021 (" Landlord" ) and INDEPENDENT RESEARCH GROUP LLC , a Delaware limited liability company, having an office at 44 Wall Street, New York, New York 10005 (" Tenant" ).

W I T N E S S E T H :

WHEREAS, pursuant to an Agreement of Lease (the " Lease" ), dated as of May 10, 2004, between Landlord and Tenant, Tenant is leasing certain space on the 10th floor (as set forth on Exhibit A attached hereto, the " Premises" ) of the building located at 44 Wall Street, New York, New York (the " Building" ); and

WHEREAS, Landlord and Tenant, upon the terms and conditions set forth herein, mutually desire to terminate the Lease and the tenancy created thereby.

NOW, THEREFORE, Landlord and Tenant agree as follows:

1. At 11:59 p.m. on July 15, 2005 (the " Termination Date" ), the Lease and the term thereof shall end and expire, and Tenant' s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the Expiration Date thereunder.

2. On the Termination Date, except as set forth in Paragraph 6(b) herein, Tenant shall deliver to Landlord vacant possession of the Premises free and clear of all tenancies, broom clean in its " AS-IS" condition and otherwise in the condition required by the Lease for delivery to Landlord at the end of the term. Except as otherwise expressly set forth in this Agreement, Landlord and Tenant each hereby release the other from any and all liability arising out of or in connection with the Lease or the Premises, from and after the Termination Date, including, but not limited to, Tenant' s obligation to pay for Tenant Upgrades or for any Fixed Rent on account of the period following the Termination Date; provided , however, that each party shall continue to be liable to the other to the extent set forth in this Agreement and the Lease for any claim or liability occurring under the Lease to and including the Termination Date and any obligation of either party which, pursuant to the terms of the Lease, survives the expiration of the Lease.

3. (a) Notwithstanding anything in Article 37 of the Lease to the contrary, in consideration of Landlord' s agreement hereunder to terminate the Lease as of the Termination Date, simultaneous with the execution of this Agreement hereof, Tenant shall pay to Landlord a termination fee of Six Hundred and Thirty Two Thousand and Eighteen ($632,018.00) Dollars (the " Termination Fee" ), comprised of a certified check in the amount of $248,302.00 and a letter of credit (the " Letter of Credit" ) in the amount of $383,716.00. Tenant acknowledges and agrees


that Landlord may notify the Issuing Bank and thereupon receive all of the monies represented by the Letter of Credit and use or retain the whole amount as Landlord determines in its sole discretion. Tenant shall deliver to Landlord any documents that Landlord deems reasonably necessary to effectuate the release of the Letter of Credit in accordance with the terms hereof. Notwithstanding anything contained herein to the contrary, the Lease shall continue in full force and effect as if this Agreement were not in existence unless and until the Termination Fee is paid.

(b) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code, shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations (as defined below) from Tenant as damages resulting from the breach of this Agreement. " Obligations" shall mean the full amount of Tenant' s obligations under the Lease through the Expiration Date (without giving effect to the terms of Paragraph 1 of this Agreement) less any portion of the Termination Fee that is and will be retained by Landlord, together with the damages which Landlord would be entitled to receive in the event of Tenant' s default under the Lease.

4. Tenant hereby represents and warrants that, as of the date hereof and as of the Termination Date:

(a) Tenant is the sole holder of the leasehold interest in the Premises under the Lease and that Tenant has not encumbered or granted any rights to any third party with respect to the Premises, and the Lease is in full force and effect and has not been modified or amended;

(b) This Agreement has been duly and validly a ...