STANDARD FORM OF LOFT LEASE

STANDARD FORM OF LOFT LEASE

THE REAL ESTATE BOARD OF NEW YORK, INC.





Agreement of Lease, made as of this 28th day of October 1998, between Lautob Realty Company, a New York limited partnership having an office c/o Gordon & Gordon, 135 Fifth Avenue, New York, New York 11010 party of the first part, hereinafter referred to as OWNER, and Scient Corporation, a California corporation having an office at 720 California Street, San Francisco, California





party of the second part, hereinafter referred to as TENANT,



Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner the entire rentable portion of the 3rd floor and the 4th floor



in the building known as 860 Broadway in the Borough of Manhattan, City of New York, for the term, and at the rent set forth in Article 42,





which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance on the first day of each month during said term, at the office of Owner or such other place as Owner may designate, without any set off or deduction whatsoever, except that Tenant shall pay the first monthly installment, coming due pursuant to the terms of this lease after any rent abatement period on the execution hereof (unless this lease be a renewal).



The parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant as follows:



RENT:



1. Tenant shall pay the rent as above and as hereinafter provided.



OCCUPANCY:



2. Tenant shall use and occupy, demised premises for executive and general offices in connection with Tenant's business



provided such use is in accordance with the certificate of occupancy for the building, if any, and for no other purpose.





ALTERATIONS:



3. Tenant shall make no changes in or to the demised premises of any nature without Owner's prior written consent. Subject to the prior written consent of Owner, and to the provisions of this article, Tenant, at Tenant's expense, may make alterations, installations, additions or improvements which are nonstructural and which do not affect utility services or plumbing and electrical lines, in or to the interior of the demised premises using contractors or mechanics first approved in each instance by Owner, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this lease, Tenant may perform such non-structural Tenant's Work (as hereinafter defined) at the demised premises costing up to $50,000.00 in each period of 12 consecutive months during the term of this lease without submitting plans for, or obtaining, Owner's consent; provided, that such Tenant's Work (a) does not adversely affect the systems of the building, (b) does not legally require the filing of plans with any governmental agency, (c) otherwise complies with the provisions of Article 63 and (d) shall be subject to prior notice thereof to Owner and Tenant shall submit such reasonable documents and information as shall be reasonably requested by Owner. Tenant shall, at its expense, before making any Alterations, additions, installations or improvements obtain all permits, approval and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall deliver promptly duplicates of all such permits, approvals and certificates to Owner. Tenant agrees to carry and will cause Tenant's contractors and sub-contractors to carry such workman's compensation, general liability, personal and property damage insurance as Owner may reasonably require. If any mechanic's lien is filed against the demised premises, or the building of which the same forms a part for work claimed to have been done for, or materials furnished to, Tenant, whether or not done pursuant to this article, the same shall be discharged by Tenant within thirty days after Tenant's receipt of written notice thereof, at Tenant's expense, by payment or filing the bond required by law or otherwise. All fixtures and all paneling, partitions, railings and like installations, installed in the premises any time, either by Tenant or by Owner on Tenant's behalf, shall, upon installation, become the property of Owner and shall remain upon and be surrendered with the demised premises unless Owner, by notice to Tenant no later than twenty days prior to the date fixed as the termination of this lease, elects to relinquish Owner's right thereto and to have them removed by Tenant, in which event the same shall be removed from the demised premises by Tenant prior to the expiration of the lease, at Tenant's expense. Nothing in this Article shall be construed to give Owner title to or prevent Tenant's removal of trade fixtures, moveable office furniture and equipment (including, without limitation, any computer installation and servers, phone systems and associated equipment), but upon removal or any such from the premises or upon removal of other installations as may be required by Owner, Tenant shall immediately and at its expense repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed by Tenant at the end of the term remaining in the premises after Tenant's removal shall be deemed abandoned and may, at the election of Owner, either be retained as Owner's property or removed from the premises by Owner, at Tenant's expense. Notwithstanding anything to the contrary contained in this lease, upon the expiration or earlier termination of the term of this lease, Tenant shall not be required to restore the demised premises to its condition prior to the performance of Tenant's Work, except if, and to the extent, such restoration is requested by Owner at the time of the performance of such Tenant's Work.



REPAIRS:



4. Owner shall maintain and repair the exterior of and the public portions of the building, and the structural portions of the building (including, without limitation, the structural portions within the demises premises) and the building's plumbing, electrical, heating and elevator systems serving the demised premises (excluding any located within the demised premises which solely service the demised premises (such as the air-conditioning system), the foregoing to be maintained and repaired by Tenant). Tenant shall, throughout the term of this lease, take good care of the demised premises including the bathrooms and lavatory facilities (if the demised premises encompass the entire floor of the building) and the windows and window frames and the fixtures and appurtenances therein and at Tenant's sole cost and expense promptly make all repairs thereto and to the building, whether structural or non-structural in nature, to the extent caused by or resulting from the carelessness, omission, neglect or improper conduct of Tenant, Tenant's servants, employees, invitees, or licensees, and whether or not arising from such Tenant conduct or omission, when required by other provisions or this lease, including Article 6. Tenant shall also repair all damage to the building and the demised premises caused by the moving of Tenant's fixtures, furniture or equipment. All the aforesaid repairs shall be of quality or class equal to the original work or construction. If Tenant fails, after twenty days notice, to proceed with due diligence to make repairs required to be made by Tenant, the same may be made by the Owner at the expense of Tenant and the expenses thereof Incurred by Owner shall be collectible, as additional rent, after rendition of a bill or statement therefor. Once Tenant has commenced such repair within such period, Tenant shall diligently prosecute the same to completion. If the demised premises be or become infested with vermin, Tenant shall, at its expense, cause the same to be exterminated. Tenant shall give Owner prompt notice of any defective condition in any plumbing, heating system or electrical lines located in the demised premises and following such notice (and to the extent the same is Owner's responsibility under this lease), Owner shall remedy the condition with due diligence, but at the expense of Tenant if repairs are necessitated by damage or injury attributable to Tenant, Tenant's servants, agents, employees, invitees or licensees as aforesaid. Except as specifically provided in Article 9 or elsewhere in this lease, there shall be no allowance to the Tenant for a diminution of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner, Tenant or others making or failing to make any repairs, alterations, additions or Improvements in or to any portion or the building or the demised premises or in and to the fixtures, appurtenances or equipment thereof. It is specifically agreed that Tenant shall not be entitled to any set off or reduction of rent by reason of any failure or Owner to comply with the covenants of this or any other article or this lease. Tenant agrees that Tenant's sole remedy at law in such instance will be by way or any action for damages for breach or contract. The provisions or this Article 4 with respect to the making of repairs shall not apply In the case or fire or other casualty with regard to which Article 9 hereof shall apply. Notwithstanding anything to the contrary contained in this lease, Tenant shall not be responsible for any damage or injury to the demised premises or the building caused by or resulting from the negligence or willful misconduct of Owner, its agents, employees or contractors.



WINDOW CLEANING:



5. Tenant will not clean nor require, permit, suffer or allow any window in the demised premises to be cleaned from the outside in violation of Section 202 of the New York State labor law or any other applicable law or of the Rules of the Board of Standards and Appeals, or of any other Board or body having or asserting Jurisdiction.



REQUIREMENTS OF LAW, FIRE INSURANCE:



6. Prior to the commencement or the lease term, if Tenant is then in possession, and at all times thereafter Tenant shall, at Tenant's sole cost and expense, promptly comply with all present and future laws, orders and regulations of all state, federal, municipal and local governments, departments, commissions and boards and any direction of any public officer pursuant to law, and all orders, rules and regulations of the New York Board of Fire Underwriters, or the Insurance Services Office, or any similar body which shall impose any violation, order or duty upon Owner or Tenant with respect to the demised premises, whether or not arising out or Tenant's use or manner of use thereof, or, with respect to the building, if arising out of Tenant's use or manner of use of the demised premises of the building (including the use permitted under the lease). Except as provided in Article 30 hereof, nothing herein shall require Tenant to make structural repairs or alterations, unless Tenant has, by its manner of use of the demised premises or method of operation therein, violated any such laws, ordinances, orders, rules, regulations or requirements with respect thereto. Except for Tenant's obligations specified in this Article, Owner shall promptly comply with all other governmental laws, rules, orders, regulations, ordinances and building, fire or health codes or other similar requirements affecting the building which require structural repairs to or structural alteration of the building or the demised premises; provided, and to the extent, that a violation and enforcement of the same would prevent Tenant from using the demised premises for the purposes contemplated by this lease. Tenant shall not do or



Page 1 of 6 permit any act or thing to be done in or to the demised premises which is contrary to law, or which will invalidate or be in conflict with public liability, fire or other policies of insurance at any time carried by or for the benefit of Owner. Tenant shall not keep anything in the demised premises except as now or hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire Insurance Rating Organization and other authority having jurisdiction, and then only in such manner and such quantity so as not to increase the rate for fire Insurance applicable to the building, nor use the premises in a manner which will increase the insurance rate for the building or any property located therein over that in effect prior to the commencement of Tenant's occupancy. If by reason of failure to comply with the foregoing the fire Insurance rate shall, at the beginning of this lease or at any time thereafter, be higher than it otherwise would be, then Tenant shall reimburse Owner, as additional rent hereunder, for that portion of all fire insurance premiums thereafter paid by Owner which shall have been charged because of such failure by Tenant. In any action or proceeding wherein Owner and Tenant are parties, a schedule or "make-up" or rate for the building or demised premises issued by a body making fire insurance rates applicable to said premises shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to said premises. Tenant shall not place a load upon any floor of the demised premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Owner reserves the right to prescribe the weight and position of all safes, extra-heavy business machines and mechanical equipment. Such installations shall be placed and maintained by Tenant, at Tenant's expense, in settings sufficient, in Owner's reasonable judgement, to absorb and prevent unreasonable vibration, noise and annoyance.



SUBORDINATION:



7. This lease is subject and subordinate to all ground or underlying, leases and to all mortgages which may now or hereafter affect such leases or the real property of which demised premises are a part and to all renewals, modifications, consolidations, replacements and extensions of any such underlying leases and mortgages. This clause shall be self-operative and no further instrument or subordination shall be required by any ground or underlying lessor or by any mortgagee, affecting any lease or the real property of which the demised premises are a part. In confirmation of such subordination, Tenant shall from time to time execute promptly any certificate that Owner may request.



TENANT'S LIABILITY INSURANCE PROPERTY LOSS, DAMAGE, INDEMNITY:



8. Owner or its agents shall not be liable for any damage to property of Tenant or of others entrusted to employees of the building, nor for loss of or damage to any property of Tenant by theft or otherwise, nor for any injury or damage to persons or property resulting from any cause of whatsoever nature, unless caused by or due to the negligence or willful misconduct of Owner, its agents, servants or employees; Owner or its agents shall not be liable for any damage caused by other tenants or persons in, upon or about said building or caused by operations in connection of any private, public or quasi public work. If at any time any windows of the demised premises are temporarily closed, darkened or bricked up (or permanently closed, darkened or bricked up, if required by law) for any reason whatsoever (other than by Owner's arbitrary or unreasonable acts). Owner shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement or diminution of rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction. Tenant shall indemnify and save harmless Owner against and from all liabilities, obligations, damages, penalties, claims, costs and expenses for which Owner shall not be reimbursed by insurance, including reasonable attorney's fees, paid; suffered or incurred as a result of any breach by Tenant, Tenant's agents, contractors, employees, invitees, or licensees, of any covenant or condition of this lease, or the carelessness, negligence or Improper conduct of the Tenant, Tenant's agents, contractors, employees, invitees or licensees. Tenant's liability under; this lease extends to the acts and omissions of any sub-tenant, and any agent, contractor, employee, invitee or licensee of any subtenant In case any action or proceeding is brought against Owner by reason of any such claim, Tenant, upon written notice from Owner, will, at Tenant's expense, resist or defend such action or proceeding by counsel approved by Owner in writing, such approval not to be unreasonably withheld or delayed.



DESTRUCTION, FIRE AND OTHER CASUALTY:



9. (a) If the demised premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give immediate notice thereof to Owner and this lease shall continue in full force and effect except as hereinafter set forth. (b) If the demised premises are partially damaged or inaccessible or rendered partially unusable by fire or other casualty, the damages thereto shall be repaired by and at the expense of Owner and the rent and other items of additional rent, until such repair shall be substantially completed, shall be apportioned from the day following the casualty according to the part of the premises which is usable; provided, that if the portion of the demised premises which is not damaged cannot reasonably and economically be operated by Tenant for its business, and Tenant ceases to operate its business in the demised premises, then the fixed rent and additional rent payable hereunder shall be' fully abated until the substantial completion of the restoration of the demises premises and if either (i) such damage occurs during the last year of the term of this lease or (ii) the restoration of the building is not substantially completed within ten months following the casualty, then Tenant shall have the right to terminate this lease on thirty days' notice to Owner (which notice of termination must, in any event, be given within ten days after the event entitling Tenant to terminate this lease). This lease shall terminate at the end of such thirty days as if that date was the expiration date specified in this lease; provided, that (in the case of the failure to substantially complete the restoration) if the restoration of the building is substantially completed before such termination date, then this lease shall continue in full force and effect. (c) If the demised premises are totally damaged or rendered wholly unusable or inaccessible by fire or other casualty, then the rent and other items of additional rent as hereinafter expressly provided shall be proportionately paid up to the time of the casualty and thenceforth shall cease until the date when the premises shall have been repaired and restored by Owner (or sooner reoccupied in part by Tenant then rent shall be apportioned as provided in subsection (b) above), subject to Owner's right to elect not to restore the same as hereinafter provided. Within sixty days after the occurrence of the fire or other casualty at the building, Owner shall deliver to Tenant a good faith estimate of the period of time which will be needed to substantially restore the building. If (1) the period of time set forth in such estimate shall exceed ten months from the occurrence of the fire or other casualty or (2) notwithstanding the time period set forth in the estimate, the restoration of the building is not substantially completed within ten months following the casualty, then Tenant shall have the right to terminate this lease on thirty days notice to Owner (which notice of termination must, in any event, be given without ten days after the event entitling Tenant to terminate to lease). This lease shall terminate at the end of such thirty days as if that date was the expiration date specified in this lease; provided, that (in the case of the failure to substantially complete the restoration) if the restoration of the building is substantially completed before such termination date, then this lease shall continue in full force and effect. (d) If the demised premises are rendered wholly unusable or (whether or not the demised premises pro damaged in whole or in part) if the building shall be so damaged that Owner shall decide to demolish it or to rebuild it, then, in any of such events, Owner may elect to terminate this lease by written notice to Tenant, given within 90 days after such fire or casualty specifying a date for the expiration of the lease, which date shall not be: more than 60 days after the giving of such notice, and upon the date specified in such notice the term of this lease shall expire as fully and completely as if such date were the date set forth above for the termination of this lease and Tenant shall forthwith quit, surrender and vacate the premises without prejudice however, to Owner's rights and remedies against Tenant under the lease provisions in effect prior to such termination, and any rent owing shall be paid up to such date and any payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. Unless Owner shall serve a termination notice as provided for herein, Owner shall make the repairs end restorations under the conditions of (b) and (c) hereof, with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Owner's control. After any such casualty, Tenant shall cooperate with Owner's restoration by removing from the premises as promptly as reasonably possible, all of Tenant's Salvageable inventory and movable equipment, furniture, and other property. Tenant's liability for rent shall resume five (5) days after written notice from Owner that the premises are substantially ready for Tenant's occupancy. (c) Nothing contained hereinabove shall relieve Tenant from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, including Owner's obligation to restore under subparagraph (b) above, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting From fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Owner and Tenant each hereby releases and waives all right of recovery with respect to subparagraphs (b), (d) and (e) above, against the other or any one claiming through or under each of them by way of subrogation or otherwise. The release and waiver herein referred to shall be deemed to include any loss or damage to the demised premises and/or to any personal property, equipment, trade fixtures, goods and merchandise located therein. The foregoing release and waiver shall be in Force only if both releasers' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance. If, and to the extent, that such waiver can be obtained only by the payment of additional premiums, then the party benefiting from the waiver shall pay such premium within ten days after written demand or shall be deemed to have agreed that the party obtaining insurance coverage shall be free of any further obligation under the provisions hereof with respect to waiver of subrogation, Tenant acknowledges that Owner will not cony insurance on Tenant's furniture and or furnishings or any fixtures or equipment, improvements, or appurtenances removable by Tenant and agrees that Owner will not be obligated to repair any damage thereto or replace the same. (f) Tenant hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this article shall govern and control in lieu thereof.



EMINENT DOMAIN:



10. If the whole or any part of the demised premises shall be acquired or condemned by Eminent Domain for any public or quasi public use or purpose, then and in that event, the term of this lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value or any unexpired term of said lease. Tenant shall have the right to make an independent claim to the condemning authority for the value of Tenant's moving expenses and personal property, trade fixtures and equipment provided Tenant is entitled pursuant to the terms of the lease to remove such property, trade fixtures and equipment at the end of the term and provided farther such claim does not reduce Owner's award.



ASSIGNMENT, MORTGAGE, ETC.:



11. Except as otherwise set forth in this lease, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns; expressly covenants that it shall not assign by operation of law or otherwise, mortgage or encumber this agreement, nor underlet or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Owner in each instance. Except as otherwise set forth in this lease, transfer the majority of the stock of a corporate Tenant or the majority partnership interest of a partnership Tenant shall be deemed an assignment. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance or the assignee, under- tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part or Tenant' herein contained. The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing (pursuant to this lease) of Owner to any further assignment or underletting.



ELECTRIC CURRENT:



12. Rates and conditions in respect to submetering or rent inclusion, as the case may be, to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installation and Tenant may not use any electrical equipment which, In Owner's opinion, reasonably exercised, will overload such installations or interfere with the use thereof by other tenants of the building. The change at any time of the character of electric service provided by a public utility company or any other third-party provider of electric service shall in no way make Owner liable or responsible to Tenant, for any loss, damages or expenses which Tenant may sustain.



ACCESS TO PREMISES:



13. Owner or Owner's agents shall have the right (but shall not be obligated) to enter the demised premises in any emergency at any time, and at other reasonable times upon one business days' prior notice to Tenant, which any be given orally, to examine the same and to make such repairs, replacements and improvements as Owner may deem necessary and reasonably desirable to any portion of the building or which Owner may elect to perform in the premises after Tenant's failure to make repairs or perform any work which Tenant is obligated to perform under this lease, or for the purpose of complying with laws, regulations and other directions of governmental authorities. Tenant shall permit Owner to use and maintain and replace pipes and conduits in and through the demised premises and to erect new pipes and conduits therein provided, wherever possible, they are within walls, floors or ceilings and concealed thereby, and do not reduce the usable square footage area of the demised premises (except by a minor amount). Owner may, during the progress of any work in the demised premises, take all necessary materials and equipment into said premises without the same constituting an eviction nor shall the Tenant be entitled to any abatement of rent while such work is in progress nor to any damages by reason of loss or interruption of business or otherwise. Notwithstanding anything to the contrary contained in this lease, during the exercise of any right of entry into the demised premises or making of any repairs, replacements or improvements or performing any work in the demised premises under any of the provisions of this lease (including, without limitation, Article 4 of this lease), Owner shall use commercially reasonable efforts, under the existing circumstances to minimize unreasonable interference with the conduct of Tenant's business at the demised premises and use of the demised premises by Tenant; provided, that Owner shall not be obligated to employ overtime services or incu ...