SURRENDER AGREEMENT

AGREEMENT made the _____ day of __________ , 19____ between _____________________ _________ , a partnership having its principal place of business at __________________ _____________ , New York, New York (hereinafter called "Landlord") and _____________________
__________ , a partnership with an office at _______________________ _________________ ,New York, New York (hereinafter called "Tenant").

W I T N E S S E T H:

WHEREAS, the Landlord and the Tenant previously entered into a certain lease dated ____________ , 19____ (hereinafter referred to as the "Lease"), wherein and whereby Landlord leased to Tenant and Tenant hired from Landlord certain space (hereinafter referred to as the "Premises") in the building known as __________________, more particularly Suites on the second floor of said Premises as further defined in the Lease, for a term which commenced on the ______ day of ________ 19 ____ and which term is to end on the ____ day of __________ , 19___ , or such earlier date upon which said term may expire or be terminated pursuant to any of the conditions of limitation or other provisions of the Lease, or pursuant to law; and

WHEREAS, Tenant desires to surrender the Lease to Landlord and to vacate the Premises on or before __________ , 19__ and Landlord is willing to accept such surrender in the manner and upon the terms set forth herein;

NOW THEREFORE, in consideration of the terms, conditions and covenants set forth herein, it is hereby mutually covenanted and agreed as follows:

1. For the purposes of this Agreement the term "Surrender Date" shall be _____________ , 19___ .

2. On the Surrender Date, or such earlier date as the parties hereto shall agree upon, and upon payment to the Tenant by the Landlord of the sum of $ ___________ by Bank or Certified Check, Tenant hereby surrenders to Landlord as the Surrender Date the Lease and the term and estate thereby granted, together with the Premises thereby demised and all fixtures, equipment, improvements and appurtenances in and to the Premises, to the intent and purpose that the estate of Tenant in and to said Premises shall be wholly extinguished, and that the term of the Lease shall expire on the Surrender Date in the same manner and with the same effect as if that were the date set forth in the Lease for the expiration of the term thereof.

3. Tenant hereby covenants that nothing has been, or will be, done or suffered whereby the Lease or the term or estate thereby granted or said Premises or any part thereof or said fixtures, equipment, improvements and appurtenances or any part thereof have been, or will be, encumbered in any way whatever, and that Tenant owns, and will own, the Lease and has, and will have, good right to surrender the same; and that no one other than Tenant has acquired, or will acquire, through or under Tenant any right, title or interest in or to the Lease or the term or estate thereby granted or in or to said Premises or any part thereof or in or to said fixtures, equipment, improvements and appurtenances or any part thereof.

4. Effective as of the Surrender Date or such earlier date as the parties may agree upon, Landlord hereby accepts such surrender, and in consideration of such surrender by Tenant and of the acceptance by Landlord of such surrender, Tenant and Landlord do hereby mutually release each other, their respective successors and assigns, of and from all claims, demands, obligations, liabilities, actions and causes of action of every kind and nature whatsoever arising under or in connection with the Lease, except that nothing herein contained shall be deemed to constitute a release or discharge of Tenant with respect to any outstanding and unsatisfied obligation or liability accrued or incurred under or in connection with the Lease up to and including the Surrender Date.

5. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

6. The covenants, agreements, terms, provisions and conditions contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

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