Employment Agreement - AMERICAN MEDICAL ALERT CORP - 4-1-2002

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Employment Agreement - AMERICAN MEDICAL ALERT CORP - 4-1-2002 Powered By Docstoc
					Exhibit 10(c)(i) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of January 1, 2001 between AMERICAN MEDICAL ALERT CORP., a New York corporation (the "Company"), with offices located at 3265 Lawson Boulevard, Oceanside, New York 11572, AND FREDERIC SCOTT SIEGEL an individual having an address at 133 LAGOON DRIVE EAST LIDO BEACH NEW AT YORK 11561 ("Employee"). WITNESSETH: WHEREAS, the Company desires to retain the services of Employee upon the terms and conditions stated herein; and WHEREAS, Employee desires to be employed by the Company upon the terms and conditions stated herein. NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises contained herein, the parties hereby agree as follows: 1. EMPLOYMENT. The Company hereby employs Employee for the period beginning January 1, 2001 and ending December 31, 2003, unless earlier terminated pursuant hereto (the "Initial Employment Period"). At the end of the Employment Period, the Company, at its sole discretion, may renew this Employment Agreement, upon ninety (90) days written notice, upon substantially the same terms and conditions for a period of thirty six (36) months (together with the Employment Period, the "Employment Period"); PROVIDED, HOWEVER, that if the Company determines to not renew this Agreement, then Employee shall receive severance pay as described in Section 11(c) hereof. 2. DUTIES. Subject to the authority of the Board of Directors of the Company, Employee shall be employed as Vice President of Sales and Marketing. Employee will perform such duties and services commensurate with his position as Vice President of Sales and Marketing as identified by the President and CEO (see duties 2a) -1-

2a. - Manage, coordinate and direct field activities of sales forces, independent, agents, distributors, providers. - Create and approve all Company sales proposals and contracts with the contract committee. - Administer and instruct department managers and staff on new contract fulfillment, implementation and servicing aspects. - Identify new services and products to complement existing lines and infrastructure. - Select and manage the Company's participation in trade shows, seminars, continuing education classes etc. - Maintain a comprehensive database on competitor products and services and new technologies that could affect the Company's core business. - Initiate and oversee the production of new corporate marketing materials with the Company's Director of Marketing, advertising agencies and public relations firms. - Create new service plans, sales offerings and pricing arrangements to compete effectively in the marketplace. - Identify and create potential strategic business relationships and technology partnerships for the Company. - Develop, implement and monitor strategic business expansion and diversification plans with management and marketing consultants Participate in sales meetings with key accounts. - Prepare and deliver presentations to the executive team, board of directors, financial communities and potential customers. - Develop on-going training programs for Company's sales personnel and the Company's provider network. - Participate in new product and service development projects with management. 3. FULL TIME. Employee agrees that he will devote his full time and attention during regular business hours to the business and affairs of the Company. The foregoing shall not prevent the purchase, ownership or sale by Employee of investments or securities of publicly held companies and any other business that is not competitive with the Company or any subsidiary of the Company so long as such investment does not require active participation of Employee in the management of the business of such publicly held companies, does not interfere or conflict with the -2-

performance of Employee's duties hereunder and does not otherwise violate any of the provisions of this Agreement, or Employee's participation in philanthropic organizations to the extent that such participation does not interfere or conflict with the performance of Employee's duties hereunder and does not otherwise violate any provision of this Agreement. 4. COMPENSATION. In consideration of the duties and services to be performed by Employee hereunder, the Company agrees to pay, and Employee agrees to accept the amounts set forth below: A. Grant of 25,000 stock options as the closing price on January 1, 2001. The term of the exercise price shall be (5) years from date of stock option issuance. Notwithstanding anything contrary to this Section 4(a), the grant of options pursuant to this Section 4(a), is contingent and conditioned upon approval by the Company's shareholders of an option plan reserving sufficient shares for the grant of the options specified above. The options specified herein shall be subject to all provisions of such plan. B. A base salary, to be paid on a biweekly basis, at the rate of
January 1,2001-December 31,2001 = January 1,2002-December 31,2002 = January 1,2003-December 31,2003 = $175,000 per annum $200,000 per annum . $163,804 per annum

In addition to the base salary, the Employee shall be compensated for the sales and operating results achieved by the COMPANY in the year 2003 in accordance with the following schedules:
2003 COMMISSION SCHEDULE COMMISSION ON GROSS REVENUE COSSMISSION ON EBIT $12Mil-14mil .25% 250K-lm 1 0.00% 14mil-17mil .50% 1 mil-1.5mil 1.0% 17mil-20mil 1.25% 1.5mil-2mil 1.5% 20mil-25mil 2.0% 2mil-2.5mil 3.0% 25mil plus 3.0% >2.5mil 4.0%

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D. Stock Option Incentive Program -The Employee is to be issued additional Stock options of 2.5% of EBIT. Stock options will be calculated at the end of the Company's calendar year. The maximum stock options that can be issued under this agreement during any one-year period is 100,000. E. The compensation provided for herein shall be in addition to any retirement, profit sharing, insurance or similar benefit which may at any time be payable to Employee pursuant to any plan or policy of the Company relating to such benefits, which additional benefits shall be made available to Employee on the same basis as they are generally made available to other executive officers of the Company. Such compensation shall be in addition to any options which may be granted under any stock option plan of the Company. F. Upon submission of appropriate documentation with respect thereto, the Company shall reimburse Employee in accordance with the Company's normal policies for all reasonable travel, hotel, meal and other expenses properly incurred by him in the performance of his duties hereunder. G. The Company shall provide Employee with Group Health Insurance consistent with coverage offered to other Executive Officers of the Company. H. The Company shall provide Employee with the use of an automobile, selected by Employee and leased by the Company, with all expenses of operation, such as insurance, gas, oil and repair, paid for by the Company and having a cost to the Company, including lease charges, not to exceed $1,000 per month in the aggregate. 5. VACATION. Employee shall be entitled to three (3) weeks vacation each fiscal year, to be taken at such time as is mutually convenient to the Company and Employee. 6. DISABILITY. In the event the Employee, as deemed by an independent third party be unable to perform his duties because of illness or incapacity, physical or mental, for a period of one-hundred and eighty (180) consecutive days or an aggregate period of more than -4-

one-hundred eighty (180) days in any 12-month period, the Company may terminate this Agreement after the expiration of such period. Upon such termination, Employee shall be entitled to receive the base salary provided by paragraph 4(b), and the additional benefits, if any, provided by paragraph 4(f), in each instance computed up to the date of termination. Stock options shall survive termination pursuant to this clause. 7. DEATH In the event of death of the Employee during the Employment period, this Agreement and the employment of Employee hereunder shall terminate on the date of death of Employee. (the estate of Employee (or such persons(s) as Employee shall designate in writing) shall be entitled to receive, and the Company agrees to continue to pay, in accordance with the normal pay practice of the Company, the salary plus any additional compensation provided by section 4, for a period of one (1) year following the date of the death of the Employee.) 8. CONFIDENTIAL INFORMATION. (a) The Employee recognizes and acknowledges that the Company owns, controls and has exclusive access to a body of existing technical knowledge and technology, and that the Company has expended and is expending substantial resources in a continuing program of research, development and production with respect to its business. The Company possesses and will continue to possess information that has been or will be created, discovered or developed, or has or will otherwise become known to the company, and/or in which property rights have been or will be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged. All of the aforementioned information is hereinafter called "Confidential Information." By way of illustration but not limitation, Confidential Information includes all data, compilations, blueprints, plans, audio and/or visual recordings and/or devices, information on computer disks, software in various stages of development, source codes, tapes, printouts and other printed, typewritten or handwritten documents, specifications, strategies, systems, schemes, methods (including delivery, storage, receipt, transmission, presentation and manufacture of audio, visual, informational or other data or content), business and marketing development plans, customer lists, prospects lists, employee files, research projections, processes, techniques, designs, sequences, components, programs, technology, ideas, know-how, improvements, inventions (whether or not patentable or copyrightable), information about operations and maintenance, -5-

trade secrets, formulae, models, patent disclosures and any other information concerning the actual or anticipated business, research or development of the Company or its actual or potential customers or partners or which is or has been generated or received in confidence by the Company by or from any person, and all tangible and intangible embodiments thereof of any kind whatsoever including where appropriate and without limitation all compositions, machinery, apparatus, records, reports, drawings, copyright applications, patent applications, documents and samples prototypes, models, products and the like. Confidential Information also includes any such information as to which the Company is bound under confidentiality agreements with third parties, and any information which the Company has obtained or will obtain from its clients or any other party and which the Company treats as confidential, whether or not owned or developed by the Company. (b) The Employee acknowledges that, solely by reason of his employment by the Company, the Employee has been or will be in a confidential relationship with the Company, and that the Employee has or will come into possession of, have access to, have knowledge of or contribute to the Confidential Information. (c) Employee represents, warrants and agrees as follows: (i) All of the Confidential Information is a valuable asset of the Company and is, will be and shall at all times remain the sole and exclusive property of the Company. (ii) But for the Employee's employment by the Company, the Confidential Information would not have been disclosed to the Employee. (iii) The employee will not, directly or indirectly, either during his or her employment or at any time thereafter, except as required in the conduct of the Company's business or as authorized in writing by the Company, use, publish, appropriate, exploit, copy, summarize, communicate or disclose to any third party Confidential Information. (iv) The Employee understands, acknowledges and agrees that this Agreement applies regardless of whether there are any changes in the -6-

Employee's job duties, job title, location of place or work or division assignment. (v) Upon termination of the employee's employment with the Company, the Employee shall immediately deliver or cause to be delivered to the Company all of the Confidential Information in the Employee's possession or control, including, without limitation: originals and/or copies of books; catalogues; sales brochures; customer lists; price lists; employee manuals; operation manuals; marketing and sales plans and strategies; files; computer disks; and all other documents and materials, in any form whatsoever, reflecting or referencing Confidential Information as well as all of the materials furnished to or acquired by the Employee as a result of or during the course of the Employee's employment by the Company. 9. NON-COMPETITION. (a) For a period of [one (l) ] year after the termination of the Employee's employment with the Company (the "Non Compete Period"), the Employee shall not, for himself or on behalf of any other person or entity within [North America] that offers products or services that directly compete with the products or services offered by the Company, solicit, have any contact with or accept business from, any of the Company's customers or clients, or known customer or client prospects, or otherwise induce or influence any such customer or client or known customer or client prospect to reduce its volume of business, or terminate or divert its relationship or otherwise in any way adversely affect its relationship, with the Company. (b) The Employee further acknowledges that it is essential to the protection of the Company's business that the Employee be restrained from: (i) soliciting or inducing any employee of the Company to leave his or her employment; and (ii) hiring or attempting to hire any employee of the Company. The Employee agrees that, during the Employee's employment with the Company and for a period of .[one (l)] year thereafter, the Employee shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any current or future employee of the Company to leave the Company for any reason. (c) The Employee further acknowledges and agrees that the Employee shall not, during the Employee's employment with the Company and for a period of [one (l)] -7-

year thereafter (together with the period described in subparagraph (b) of this Section, the "Non Solicitation Period"), for himself or herself or on behalf of any other person, firm or entity within [North America], become engaged in any business or activity which directly competes with any product or service sold or being developed by the Company, or any business or activity engaged in by the Company. (d) The restrictions and limitations contained in this Paragraph 9 are acknowledged by the Employee and the Company to be reasonable as to scope and duration and to be necessary to protect the Company's proprietary interests in its Confidential Information, and to preserve for the Company the competitive advantage derived from maintaining the Confidential Information as secret. (e) In the event that any of the restrictions and limitations contained in this Paragraph 9 are deemed unreasonable or to otherwise exceed the time and/or geographic limitations permitted by applicable law, such provisions of this Paragraph shall be reformed to the maximum time and/or geographic limitations permitted by applicable law. (f) The Employee acknowledges and agrees that it is impossible to measure in money the damages which will accrue to the Company if the Employee shall breach or be in default of any of the Employee's representations or agreements set forth in this Agreement. Accordingly, if the Employee breaches or is in default of any of the representations or agreements set forth in Paragraph 8 or 9 above, the Company shall have the full right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. If any action or proceeding is instituted by or on behalf of the Company to enforce any term of this Agreement, the Employee hereby waives any claim or defense thereto that the Company has an adequate remedy at law or that the Company has not been, or is not being, irreparably injured by the Employee's breach or default. The rights and remedies of the Company pursuant to this Paragraph are cumulative, in addition to, and shall not be deemed to exclude, any other right or remedy which the Company may have pursuant to this Agreement or otherwise, at law or in equity. -8-

10. REPRESENTATIONS AND WARRANTIES OF EMPLOYEE. (a) The Employee represents and warrants that his performance of all the terms of this Agreement and his duties as an employee of the Company does not now and will not knowingly breach any agreement to keep in confidence confidential information acquired by him in confidence or in trust prior to his employment with the Company. The Employee further represents and warrants that he has not entered into. and he will not enter into any agreement either written or oral in conflict herewith. (b) The Employee represents and warrants that he has not brought and will not bring with him to the Company or use in the performance of his responsibilities at the Company (a) any materials, documents or confidential information of a former employer which are not generally available to the public, unless he has obtained written authorization from the former employer for their possession and use, or (b) any confidential information which he knows or should have known has been acquired by improper means, or otherwise misappropriated from another person. Employee warrants and represents that he is free to enter into this Agreement and to perform the services contemplated thereby and that such actions will not constitute a breach of, or default under, any existing agreement. (c) The Employee hereby agrees to indemnify and hold harmless the Company from and against any and all losses, costs damages and expenses (including, without limitation, its reasonable attorneys' fees) incurred or suffered by the Company resulting from any breach by the Employee of any of his representations or warranties set forth in this Paragraph 9. 11. TERMINATION. (a) The Company may terminate this Agreement immediately for cause, without liability (other than for the base salary provided in paragraph 4(b) accrued to the date of termination) in the event of (i) conviction of Employee of a felony, (ii) commission of acts of dishonesty or moral turpitude constituting fraud or embezzlement, (iii) violation by Employee of the policies, procedures, guidelines or directions of the Board of Directors, (vi) negligence by the Employee in the performance, or willful disregard by the Employee's obligations hereunder, or (v) breach of any provision of this Employment Agreement which is not cured upon written notice unless said breach is a material and substantial breach. -9-

(b) In the event the Company decides to terminate this Agreement without cause during any period of the agreement, or does not renew this Agreement pursuant to Section 1 hereof, then Employee's employment shall terminate and Employee shall receive, in consideration of his continuing obligations under Sections 8 and 9 hereof, payment of salary, based on the then applicable salary level, for a period of twenty-four (24) months from the date of such termination, inclusive of benefits that would normally be due the Employee, not including, however, the benefit described in Section 4(d&f) hereof. If terminated without cause or non-renewal of the contract, the Employee maintains all rights to options as if an employee. (c) After a Change in Control (as hereinafter defined) has occurred, Employee may terminate his employment at any time upon written notice to the Company within six (6) months after he has obtained actual knowledge of the occurrence of any of the following events: (i) Failure to elect or appoint, or re-elect or re-appoint, Employee to, or removal of Employee from, his office and/or position with the Company as constituted prior to the Change in Control, except in connection with the termination of Employee's, employment pursuant to Section 10(a) hereof; (ii) A reduction in Employee's overall compensation (including any reduction in pension or other benefit programs or perquisites) or a material adverse change in the nature or scope of the authorities, powers, functions or duties normally attached to Employee's position with the Company as referred to in Section 2 hereof; (iii) A determination by Employee made in good faith that, as a result of a Change in Control, he is unable effectively to carry out the authorities, powers, functions or duties attached to his position with the Company as referred to in Section 2 hereof, and the situation is not remedied within thirty (30) days after receipt by the Company of written notice from Employee of such determination; (iv) A breach by the Company of any provision of this Agreement not covered by clauses (i), (ii) or (iii) of this Section 10(c), which is not remedied within thirty (30) days after receipt by the Company of written notice from Employee of such breach; -10-

(v) A change in the location at which substantially all of Employee's duties with the Company are to be performed to a location which is not within a 50-mile radius of the address of the place where Employee is performing services prior to the date of the Change in Control; or (vi) failure by the Company to obtain the assumption of, and the agreement to perform, this Agreement by any successor (pursuant to a transfer described in Section 16). An election by Employee to terminate his employment under the provisions of this Section 10(c) shall not be deemed a voluntary termination of employment by Employee for the purpose of interpreting the provisions of any of the Company's employee benefit plans, programs or policies. Employee's right to terminate his employment pursuant to this Section 10(c) shall not be affected by his illness or incapacity, whether physical or mental, unless the Company shall at the time be entitled to terminate his employment under Section 8 of this Agreement. Employee's continued employment with the Company for any period of time less than six (6) months after a Change in Control shall not be considered a waiver of any right he may have to terminate his employment pursuant to this Section 10(c). After a Change in Control has occurred, if Employee terminates his employment with the Company pursuant to Section 10(c) hereof or if Employee's employment is terminated by the Company for any reason other than pursuant to Section 10(a) hereof, Employee (i) shall be entitled to his base salary in accordance with Section 4(b), the additional compensation determined in accordance with Section 4(c) hereof, and any bonuses, awards, perquisites and benefits, including, without limitation, benefits and awards under the Company's stock option plans and the Company's pension and retirement plans and programs, through the date specified in the notice of termination as the last day of Employee's employment by the Company (the "Termination Date") and, in addition thereto, (ii) shall be entitled to be paid in a lump-sum, on the Termination Date, an amount of cash (to be computed, at the expense of the Company, by the independent certified public accountants utilized by the Company immediately prior to the Change of Control (the "Accountants"), whose computation shall be conclusive and binding upon Employee and the Company) equal to [2.99] times Employee's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). Such lump-sum payment is hereinafter referred to as the "Termination Compensation." -11-

Notwithstanding anything in this Agreement to the contrary, Employee shall have the right, prior to the receipt by him of any amounts due hereunder, to waive the receipt thereof or, subsequent to the receipt by him of any amounts due hereunder, to treat some or all of such amounts as a loan from the Company which Employee shall repay to the Company, within ninety (90) days from the date of receipt, with interest at the rate provided in Section 7872 of the Code. Notice of any such waiver or treatment of amounts received as a loan shall be given by Employee to the Company in writing and shall be binding upon the Company. It is intended that the "present value" of the payments and benefits to Employee, whether under this Agreement or otherwise, which are includable in the computation of "parachute payments" shall not, in the aggregate, exceed [2.99] times the "base amount" (the terms "present value", "parachute payments" and "base amount" being determined in accordance with Section 280G of the Code). Accordingly, if Employee receives payments or benefits from the Company prior to payment of the Termination Compensation which, when added to the Termination Compensation, would, in the opinion of the Accountants, subject any of the payments or benefits to Employee to the excise tax imposed by Section 4999 of the Code, the Termination Compensation shall be reduced by the smallest amount necessary, in the opinion of the Accountants, to avoid such tax. In addition, the Company shall have no obligation to make any payment or provide any benefit to Employee subsequent to payment of the Termination Compensation which, in the opinion of the Accountants, would subject any of the payments or benefits to Employee to the excise tax imposed by Section 4999 of the Code. No reduction in Termination Compensation or release of the Company from any payment or benefit obligation in reliance upon any aforesaid opinion of the Accountants shall be permitted unless the Company shall have provided to Employee a copy of any such opinion that specifically entitles Employee to rely thereon, no later than the date otherwise required for payment of the Termination Compensation or any such later payment or benefit. "Change of Control" as used in this Agreement shall mean the occurrence of any of the following: (i) any "person" or "group" (as such terms are used in Section 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")), except for an employee stock ownership trust (or any of the trustees thereof), becomes a "beneficial owner" (as such term in used in Rule 13d-3 promulgated under the Act), after the date hereof, directly or -12-

indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; (ii) a change in "control" of the Company (as the term "control" is defined in Rule 12b-2 or any successor rule promulgated under the Act) shall have occurred; (iii) the majority of the Board of Directors, as such entire Board of Directors is composed at the date of this Agreement, no longer serve as directors of the Company, except that there shall not be counted toward such majority who no longer serve as directors any director who ceased to serve prior to the date of a Change in Control, for any reason, or at any other time due to his death, disability or termination for cause; (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or (v) the shareholders of the Company approve a merger or consolidation of the Company with any other company, other than a merger or consolidation which would result in the combined voting power of the Company's voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than [70]% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation. Notwithstanding the foregoing, any transaction involving a leveraged buyout or other acquisition of the Company which would otherwise constitute a Change in Control, in which Employee participates in the surviving or successor entity (other than solely as an employee or consultant), shall not constitute a Change in Control. 12. NO IMPEDIMENTS. Employee warrants and represents that he is free to enter into this Agreement and to perform the services contemplated thereby and that such actions will not constitute a breach of, or default under, any existing agreement. (a) In the event that Employee is terminated without cause and Employee breaches any of the provisions of Sections 8 and 9 hereof during the Non Compete and the Non Solicitation periods, then the Company shall be permitted to suspend any further payments, -13-

if any, due to Employee under Section 1 l(b) or (c) hereof, without prejudice to any of it rights or remedies under this Agreement. 13. NO WAIVER. The failure of any of the parties hereto to enforce any provision hereof on any occasion shall not be deemed to be a waiver of any preceding or succeeding breach of such provision or of any other provision. 14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding of the parties hereto and no amendment, modification or waiver of any provision herein shall be effective unless in writing, executed by the party charged therewith. 15. GOVERNING LAW. This Agreement shall be construed, interpreted and enforced in accordance with and shall be governed by the laws of the State of New York applicable to agreements to be wholly performed therein without giving effect to principles of conflicts of law. 16. BINDING EFFECT. This Agreement shall bind and inure to the benefit of the parties, their successors and assigns. 17. ASSIGNMENT AND DELEGATION OF DUTIES. This Agreement may not be assigned by the parties hereto except that the Company shall have the right to assign this ! Agreement to any successor in connection with a sale or transfer of all or substantially all of its assets, a merger or consolidation. This Agreement is in the nature of a personal services contract and the duties imposed hereby are non-delegable. 18. PARAGRAPH HEADINGS. The paragraph headings herein have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions hereof. 19. NOTICES. Any notice under the provisions of this Agreement shall be in writing, shall be sent by one of the following means, directed to the address set forth on the first page of this Agreement or to such other address as shall be designated hereunder by notice to the other party, effective upon actual receipt and shall be deemed conclusively to have been given: (i) on the first business day following the day timely deposited for overnight delivery with Federal -14-

Express (or other equivalent national overnight courier service) or United States Express Mail, with &cost of delivery prepaid or for the account of the sender; (ii) on the fifth business day following the day duly sent by certified or registered United States mail, postage prepaid and return receipt requested; or (iii) when otherwise actually received by the addressee on a business day (or on the next business day if received after the close of normal business hours or on any non-business day). 20. UNENFORCEABILITY; SEVERABILITY. If any provision of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall, nevertheless, be binding upon the parties with the same force and effect as though the unenforceable part has been severed and deleted. -15-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. EMPLOYEE:
/s/ Frederic S. Siegel --------------------------------------------Fredric S. Siegel

COMPANY: AMERICAN MEDICAL ALERT CORP.
By: /s/ Howard M. Siegel ----------------------------------------Name: Howard M. Siegel Title: President and Chief Executive Officer

Exhibit 10(c)(ii) [American Medical Alert Corp. Letterhead] March 28, 2002 Mr. Frederic Siegel 133 Lagoon Drive East Ledo Beach, NY 11561 Dear Mr. Siegel: This will confirm our agreement and understanding that not withstanding Section 4(A) of your Employment Agreement dated as of January 1, 2001, the stock options to purchase 25,000 shares American Medical Alert Corp.'s common stock will be granted to you at an exercise price per share of $2.87 ( which is equal to the market value of the stock as of December 31, 2001). For the sake of clarity, it is understood and agreed that this letter does not constitute an agreement to issue additional options to purchase shares other than those specified in Section 4(A) of the Employment Agreement. Please confirm that the foregoing correctly set forth our agreement by signing below. Very truly yours, AMERICAN MEDICAL ALERT CORP.
/s/ Howard Siegel ---------------------------Howard Siegel President & CEO

Accepted and Agreed to as of the date first written above
/s/ Frederic Siegel ---------------------------Frederic Siegel

Exhibit 10(d) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of February 1, 2002 by and between AMERICAN MEDICAL ALERT CORP., a New York corporation (the "Company"), with offices at 3265 Lawson Boulevard, Oceanside, New York 11572, and Dr. John Lesher, an individual having an address at 24 Brookwood Road, Mt. Laurel, NJ, 08054 ("Employee"). W I T N E S S E T H: WHEREAS, Employee is currently employed by the Company; and WHEREAS, the Company desires that Employee continue to be employed by it and render services to it, and Employee is willing to be so employed and to render such services to the Company, all upon the terms and subject to the conditions contained herein. NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises contained herein, the parties hereby agree as follows: 1. Employment. The Employee is currently employed by the Company. The terms and conditions of said employment, compensation, benefits, etc. contained herein shall become effective on February 1, 2002. The Company hereby renews and continues the employment of the Employee for the period commencing on February 1, 2002, through January 31, 2005, unless terminated earlier pursuant to the provisions set forth herein. 2. Duties. Subject to the authority of the Board of Directors of the Company, Employee shall be employed as the Company's VP of Engineering . Employee will perform such duties and services of an executive nature, commensurate with such position, as may from time to time be assigned to him by the Board of Directors. 3. Full Time. Employee agrees that he will devote his full time and attention to the business and affairs of the Company. Employee further agrees to use his best efforts to perform his duties hereunder. 4. Compensation. In consideration of the duties and services to be performed by Employee hereunder, the Company agrees to pay, and Employee agrees to accept the amounts set forth below: (a) A base salary, to be paid in accordance with the Company's normal payroll procedures, at the rate of $135,000 per annum for the first twelve (12) months; $150,000 per annum during the second twelve (12) months and $170,000 per annum during the third twelve (12) month period. (b) As additional compensation, the Employee shall receive additional stock options under the Company Stock Option Plan to purchase up to an additional 75,000 shares of the Company's Common Stock. The term of exercise will be five (5) years from the date of vesting of each installment. As long as the Employee remains employed by the Company hereunder,

the option to purchase 30,000 shares shall vest on January 31, 2002 at an exercise price of the closing price as of January 31, 2002; 30,000 shares shall vest on January 31, 2003, at an exercise price of $3.50 per share and 15,000 shares shall vest as of January 31, 2004 at an exercise price of $4.00 per share. (c) The compensation provided for herein shall be in addition to any retirement, profit sharing, insurance or similar benefit which may at any time be payable to Employee pursuant to any plan or policy of the Company relating to such benefits, which additional benefits shall be made available to Employee on the same basis as they are generally made available to other executive officers of the Company. Such compensation shall be in addition to any options which may be granted under any stock option plan of the Company. (d) The Company shall reimburse Employee in accordance with the Company's normal policies for all reasonable travel, hotel, meal and other expenses properly incurred by him in the performance of his duties hereunder. (e) The Company shall provide Employee with the use of an automobile, selected by Employee and leased by the Company, with all expenses of operation, such as insurance, gas, oil and repair, paid for by the Company and having a cost to the Company of up to $800.00 per month. (f) In the event the Employee breaches Section 8 of this Agreement or is terminated for cause, then in such event, all profits or gains realized by the Employee as a result of the exercise of any portion of the options granted pursuant to this Agreement or the sale of any of the shares underlying such options shall be forfeited and returned to the Company. In addition, any of the unexercised portion of the options shall be immediately terminated , including any provisions with respect to termination of limited exercise periods in the event of termination of Employee's employment hereunder. 5. Vacation. Employee shall be entitled to three weeks vacation each fiscal year, to be taken at such time as is mutually convenient to the Company and Employee. 6. Death. In the event of the death of Employee during the Employment Period, this Agreement and the employment of Employee hereunder shall terminate on the date of the death of Employee. [The estate of Employee (or such person(s) as Employee shall designate in writing) shall be entitled to receive, and the Company agrees to continue to pay, in accordance with the normal pay practice of the Company, the base salary of Employee provided by Section 4(a) of this Agreement, for a period of one (1) year following the date of death of Employee.] 7. Disability. In the event that Employee shall be unable to perform his duties hereunder as a result of physical or mental illness or incapacity for a period of [one hundred and eighty (180)] consecutive days or an aggregate period of more than [one hundred and eighty (180) days] in any [12-month] period, the Company may terminate this Agreement after the expiration of such period. Upon such termination, Employee shall be entitled to receive his base salary, in -2-

accordance with Section 4(a) hereof for an additional one (1) year period from the date of termination. 8. Non-Competition and Non-Disclosure. (a) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America, Canada and Mexico with the business conducted by the Company or any subsidiary of the Company on the date of termination hereof; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a National Securities Exchange or regularly traded in the over-the-counter market by a member of a National Securities Association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or employed by the Company or any subsidiary of the Company to leave the employ of or terminate his association with the Company, or any subsidiary of the Company, solicit the employment of any such person on his own behalf or on behalf of any other business enterprise. (c) Employee covenants and agrees that, throughout the Employment Period and at all times thereafter, he will not use, or disclose to any third party, trade secrets or confidential information of the Company, including, but not limited to, confidential information or trade secrets belonging or relating to the Company, its subsidiaries, affiliates, customers and clients or proprietary processes or procedures of the Company, its subsidiaries, affiliates, customers and clients. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only to Employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company or its respective subsidiaries and affiliates which relates to business matters. (d) If any term of this Section 8 is found by any court having jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (e) In the event that Employee shall violate any provision of this Agreement (including but not limited to the provisions of this Section 8), then Employee hereby consents to the granting of a temporary or permanent injunction against him by a court of competent jurisdiction prohibiting him from violating any provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of such temporary or permanent injunction against Employee. Employee further agrees that the Company will not have an adequate remedy at law in the event of any breach by Employee hereunder and that -3-

the Company will suffer irreparable damage and injury if Employee breaches any of the provisions of this Agreement. (f) In connection with the employment of the Employee, the Employee may acquire, develop or pursue certain ideas, inventions, trademarks, patents and other developments or improvements conceived by the Employee, alone or in conjunction with others, during the term of his employment, and whether or not during normal working hours. It is specifically understood and agreed that any said idea, invention, trademark, patent or other development or improvement that in any way relates to the Company work, products or services, they shall be and remain the exclusive property of the Company and the Employee shall have no rights with reference thereto. The Employee agrees to assist the Company, at Company expense, to obtain patents on any such patentable ideas, inventions, trademarks and other improvements or developments and agrees to execute any and all documents that may be necessary in order to effectuate the purposes and intents of this provision in order to obtain such patents and/or trademarks in the name of the Company. The Employee also agrees to disclose to the employer any and all ideas, inventions, trademarks, patents or other developments or improvements conceived by the Employee during the course of his employment with the Company that relate to or have a bearing on the business of the Company. 9. Termination. (a) The Company may terminate this Agreement without liability (other than for the base salary provided in Section 4(a) accrued to the date of termination) in the event of (i) a material breach by Employee of the provisions of this Agreement, which breach shall not have been cured by Employee within sixty (60) days following written notice thereof by the Company to Employee, (ii) the commission of gross negligence or bad faith by Employee in the course of his employment hereunder, which commission has a material adverse effect on the Company, (iii) the commission by Employee of a criminal act of fraud, theft or dishonesty causing material damages to the Company or any of its subsidiaries or (iv) Employee shall be convicted of (or plead nolo contendere to) any felony, or misdemeanor involving moral turpitude if such misdemeanor results in material financial harm to or materially adversely affects the goodwill of the Company. (b) [Employee may terminate this Agreement without liability at any time upon at least one (1) year prior written notice.] (c) After a Change in Control (as hereinafter defined) has occurred, Employee may terminate his employment at any time upon written notice to the Company within six (6) months after he has obtained actual knowledge of the occurrence of any of the following events: (i) Failure to elect or appoint, or re-elect or re-appoint, Employee to, or removal of Employee from, his office and/or position with the Company as constituted prior to the Change in Control, except in connection with the termination of Employee's employment pursuant to Section 9(a) hereof; (ii) A reduction in Employee's overall compensation (including any reduction in pension or other benefit programs or perquisites) or a material adverse change in the -4-

nature or scope of the authorities, powers, functions or duties normally attached to Employee's position with the Company as referred to in Section 2 hereof; (iii) A determination by Employee made in good faith that, as a result of a Change in Control, he is unable effectively to carry out the authorities, powers, functions or duties attached to his position with the Company as referred to in Section 2 hereof, and the situation is not remedied within thirty (30) days after receipt by the Company of written notice from Employee of such determination; (iv) A breach by the Company of any provision of this Agreement not covered by clauses (i), (ii) or (iii) of this Section 9(c), which is not remedied within thirty (30) days after receipt by the Company of written notice from Employee of such breach; (v) A change in the location at which substantially all of Employee's duties with the Company are to be performed to a location which is not within a 50-mile radius of the address of the place where Employee is performing services prior to the date of the Change in Control; or (vi) failure by the Company to obtain the assumption of, and the agreement to perform, this Agreement by any successor (pursuant to a transfer described in Section 15). An election by Employee to terminate his employment under the provisions of this Section 9(c) shall not be deemed a voluntary termination of employment by Employee for the purpose of interpreting the provisions of any of the Company's Employee benefit plans, programs or policies. Employee's right to terminate his employment pursuant to this Section 9(c) shall not be affected by his illness or incapacity, whether physical or mental, unless the Company shall at the time be entitled to terminate his employment under Section 7 of this Agreement. Employee's continued employment with the Company for any period of time less than six (6) months after a Change in Control shall not be considered a waiver of any right he may have to terminate his employment pursuant to this Section 9(c). (d) After a Change in Control has occurred, if Employee terminates his employment with the Company pursuant to Section 9(c) hereof or if Employee's employment is terminated by the Company for any reason other than pursuant to Section 9(a) hereof, Employee (i) shall be entitled to his base salary, the additional compensation determined in accordance with Section 4(b) hereof, and any bonuses, awards, perquisites and benefits, including, without limitation, benefits and awards under the Company's stock option plans and the Company's pension and retirement plans and programs, through the date specified in the notice of termination as the last day of Employee's employment by the Company (the "Termination Date") and, in addition thereto, (ii) shall be entitled to be paid in a lump-sum, on the Termination Date, an amount of cash (to be computed, at the expense of the Company, by the independent certified public accountants utilized by the Company immediately prior to the Change of Control (the "Accountants"), whose computation shall be conclusive and binding upon Employee and the Company) equal to [2.99] times -5-

Employee's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). Such lump-sum payment is hereinafter referred to as the "Termination Compensation." (e) Notwithstanding anything in this Agreement to the contrary, Employee shall have the right, prior to the receipt by him of any amounts due hereunder, to waive the receipt thereof or, subsequent to the receipt by him of any amounts due hereunder, to treat some or all of such amounts as a loan from the Company which Employee shall repay to the Company, within ninety (90) days from the date of receipt, with interest at the rate provided in Section 7872 of the Code. Notice of any such waiver or treatment of amounts received as a loan shall be given by Employee to the Company in writing and shall be binding upon the Company. (f) It is intended that the "present value" of the payments and benefits to Employee, whether under this Agreement or otherwise, which are includable in the computation of "parachute payments" shall not, in the aggregate, exceed [2.99] times the "base amount" (the terms "present value", "parachute payments" and "base amount" being determined in accordance with Section 280G of the Code). Accordingly, if Employee receives payments or benefits from the Company prior to payment of the Termination Compensation which, when added to the Termination Compensation, would, in the opinion of the Accountants, subject any of the payments or benefits to Employee to the excise tax imposed by Section 4999 of the Code, the Termination Compensation shall be reduced by the smallest amount necessary, in the opinion of the Accountants, to avoid such tax. In addition, the Company shall have no obligation to make any payment or provide any benefit to Employee subsequent to payment of the Termination Compensation which, in the opinion of the Accountants, would subject any of the payments or benefits to Employee to the excise tax imposed by Section 4999 of the Code. No reduction in Termination Compensation or release of the Company from any payment or benefit obligation in reliance upon any aforesaid opinion of the Accountants shall be permitted unless the Company shall have provided to Employee a copy of any such opinion that specifically entitles Employee to rely thereon, no later than the date otherwise required for payment of the Termination Compensation or any such later payment or benefit. (g) "Change of Control" as used in this Agreement shall mean the occurrence of any of the following: (i) any "person" or "group" (as such terms are used in Section 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"), except for an Employee stock ownership trust (or any of the trustees thereof), becomes a "beneficial owner" (as such term in used in Rule 13d-3 promulgated under the Act), after the date hereof, directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; excluding, however, any acquisition directly from the Company and any merger of consolidation which does not constitute a transaction specified under subparagraph (iv) below. (ii) "during any period of not more than two consecutive years (not including any period prior to the date of this Agreement), individuals who at the beginning of -6-

such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election, by shareholders of the Company of each new director was approved or ratified by a vote of at least a majority of the directors then still in office who were directors at the beginning of the period or who were new directors approved by such a vote." (iii) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or (iv) the shareholders of the Company approve a merger or consolidation or exchange of outstanding shares, of the Company with any other company, other than a merger or consolidation or exchange of outstanding shares, which would result in the combined voting power of the Company's voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than [50]% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or exchange of outstanding shares. Notwithstanding the foregoing, any transaction involving a leveraged buyout or other acquisition of the Company which would otherwise constitute a Change in Control, in which Employee participates in the surviving or successor entity (other than solely as an Employee or consultant), shall not constitute a Change in Control. 10. No Impediments. Employee warrants and represents that he is free to enter into this Agreement and to perform the services contemplated thereby and that such actions will not constitute a breach of, or default under, any existing agreement. 11. No Waiver. The failure of any of the parties hereto to enforce any provision hereof on any occasion shall not be deemed to be a waiver of any preceding or succeeding breach of such provision or of any other provision. 12. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto and no amendment, modification or waiver of any provision herein shall be effective unless in writing, executed by the party charged therewith. 13. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with and shall be governed by the laws of the State of New York applicable to agreements to be wholly performed therein without giving effect to principles of conflict or choice of law thereof. 14. Binding Effect. This Agreement shall bind and inure to the benefit of the parties, their successors and assigns. -7-

15. Assignment and Delegation of Duties. This Agreement may not be assigned by the parties hereto except that the Company shall have the right to assign this Agreement to any successor in connection with a sale or transfer of all or substantially all of its assets, a merger or consolidation. This Agreement is in the nature of a personal services contract and the duties imposed hereby are non-delegable. 16. Section Headings. The section headings herein have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions hereof. 17. Notices. Any notice under the provisions of this Agreement shall be in writing, shall be sent by one of the following means, directed to the address set forth on the first page of this Agreement or to such other address as shall be designated hereunder by notice to the other party, effective upon actual receipt and shall be deemed conclusively to have been given: (i) on the first business day following the day timely deposited for overnight delivery with Federal Express (or other equivalent national overnight courier service) or United States Express Mail, with the cost of delivery prepaid or for the account of the sender; (ii) on the fifth business day following the day duly sent by certified or registered United States mail, postage prepaid and return receipt requested; or (iii) when otherwise actually received by the addressee on a business day (or on the next business day if received after the close of normal business hours or on any non-business day). 18. Unenforceability; Severability. If any provision of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall, nevertheless, be binding upon the parties with the same force and effect as though the unenforceable part has been severed and deleted. -8-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
EMPLOYEE AMERICAN MEDICAL ALERT CORP.

By: /s/ John Lesher ----------------------------Dr. John Lesher VP Engineering Date: 2/26/02 ---------------------------

By: /s/ Howard M. Siegel ----------------------------Howard M. Siegel President Date: 2/26/02 -----------------------------

Approved Unanimously by the Compensation Committee on: 2/06/02 ------------------------

Refer to the minutes: cc minutes, 2/06/02, 5:00 PM mtng @ MWE -9-

Exhibit 10(e)(v) FOURTH AMENDMENT TO LEASE DATED NOVEMBER 29, 2000 BETWEEN FELLOWSHIP BUSINESS CENTER (LANDLORD) AND AMERICAN MEDICAL ALERT CORPORATION (TENANT)

PURSUANT to a Lease dated April 8, 1991 for 2,100 square feet of space known as 520 Fellowship Road, Suite C-301, New Jersey; and First Amendment to Lease dated November 18, 1993 (relocating to Suite A106/107 and a total of 5,400 SF); Second Amendment to Lease dated January 15, 1997; Third Amendment to Lease dated December 30, 1997; between the aforementioned parties, the following changes shall be made: 1. PREMISE: 520 Fellowship Road, Suite A106/107 Mount Laurel, New Jersey 2. SIZE: 5,400 square feet. 3. TERM: The term of the Lease shall be extended for an additional three (3) years commencing January 1, 2001 and terminating December 31, 2003. 4. RENTAL: The rental for the additional three (3) year term shall be: $43,200 per year; $3,600 per month All other terms and conditions of the original Lease will remain in full force and effect. FELLOWSHIP BUSINESS CENTER, (Landlord)
By: /S/ STEVEN BLOOM -----------------------------------Steven Bloom

AMERICAN MEDICAL ALERT CORPORATION, (Tenant)
By: /S/ JOHN LESHER -----------------------------------Name: John Lesher Title: Vice President of Engineering

Exhibit 10(l) PINE LANE PLAZA LEASE AGREEMENT This Lease Agreement is entered into this 29th day of February 2000, between MEYER SUSSMAN AND JUDITH SUSSMAN, hereinafter referred to as "Lessor," and AMERICAN MEDICAL ALERT CORPORATION, a New York Corporation, hereinafter referred to as "Lessee." Witnesseth: 1. The Lessor hereby leases to Lessee and Lessee takes from Lessor the following described Premises situated in Douglas County, State of Colorado. PREMISES: Store Space No.300, 12543 North Highway 83, Parker, Colo. 80134 outlined on Exhibit A, attached hereto, containing approximately 1,275 square feet, in a retail center located upon a tract of land described as, Lot 4, GOBLERS NOB, DOUGLAS COUNTY, CO. TERM: 2. The term of this Lease shall be for five and 1/2 (5-1/2) years, commencing on MARCH 15, 2000 and terminating on MARCH 31, 2005. MINIMUM RENT: 3. Lessee agrees to pay at such place as may be designated by Lessor, minimum rent for the premises of $411.00 for the month of MARCH 2000, plus Tenant's pro-rata share of Real Estate Taxes, Property Insurance and C.A.M., and $797.00 per month from APRIL 1, 2000 THROUGH MARCH 31, 2001, plus Tenant's prorata share of Real Estate Taxes, Property Insurance and C.A.M., and $850.00 per month from APRIL 1,2001 THROUGH MARCH 31, 2002, plus Tenant's pro-rata share of Real Estate Taxes, Property Insurance and CAM., and $903.00 per month from APRIL 1, 2002 THROUGH MARCH 31, 2003, plus Tenant's pro-rata share of Real Estate Taxes, Property Insurance and C.A.M., and $956.00 per month from APRIL 1, 2003 THROUGH MARCH 31, 2004, plus Tenant's pro-rata share of Real Estate Taxes, Property Insurance and CAM., and $1,009.00 per month from APRIL 1,2004 THROUGH MARCH 31, 2005, plus Tenant's pro-rata share of Real Estate Taxes, Property Insurance and CAM. If any lease extension is entered into then the C.A.M., Taxes and Insurance shall be market. A total minimum rent for the term of the lease is Fifty four thousand five hundred one and 00/100 U.S. Dollars ($54,591.00). Each monthly installment is due on the first day of the month during the term hereof plus monthly charges for Taxes, Insurance and Common Area Charges. 1

SECURITY DEPOSIT: It is agreed that Lessee, concurrently with the execution of this Lease, has deposited with the Lessor, and will keep on deposit at all times during the term of this Lease, the sum of Six hundred eight and 00/100 U.S. Dollars ($608.00), the receipt of which is hereby acknowledged, as security for the payment by Lessee of the rent herein agreed to be paid, and for the faithful performance of all the terms, conditions and covenants of this Lease. If, at any time during the term of this Lease, Lessee shall be in default in the performance of any provision of this Lease, Lessor shall have the right to use said deposit, or as much thereof as necessary, in payment of any rental in default as aforesaid and in reimbursement of any expense incurred by Lessor by reason of Lessee's default, or at the option of Lessor, the same may be retained by Lessor. In such event, Lessee shall, on written demand of Lessor, forthwith remit to Lessor a sufficient amount in cash to restore said deposit to its original amount. In the event said deposit has not been utilized as foresaid, said deposit, or as much hereof as has not been utilized for said purposes, shall be refunded to Lessee, without interest, upon full performance of this Lease by Lessee. Lessor shall have the right to co-mingle said deposit with other funds of Lessor. Lessor may deliver the funds deposited herein by Lessee to the purchaser of Lessor's interest in the Leased Premises in the event such interest be sold and, thereupon Lessor shall be discharged from further liability with respect to such deposit. Said deposit shall not be considered as liquidated damages and if claims of Lessor exceed said deposit, Lessee shall remain liable for the balance of such claims. USE: 4. Lessee agrees that the premises will be used and occupied solely for Sales and storage of Medical Alert products and other similar items. TAXES: 5. Lessee agrees to pay the charges for all personal property taxes, real estate taxes, assessments and municipal or governmental charges, general and special, ordinary and extraordinary, of every kind and nature whatsoever, which may be levied, imposed or assessed against the Demised Premises, the demised land, or upon any improvements thereof, at any time from the commencement date of this Lease to the expiration of the term hereof. To insure the payment of the real estate taxes Lessee agrees to pay to Lessor on the first day of each month, in addition to the Minimum Rent, an amount equal to one twelfth (1/12) of the real estate taxes assessed against the Demised Premises which shall be applied to said tax payments and paid by Lessor on the due date for payment of real estate taxes. For the purpose of this provision, the most recent tax statement, or the estimated taxes, whichever is higher. Escrow deposits to be paid by Lessee during the first year of the Lease shall be in the amount of One hundred sixteen and 88/100 U.S. Dollars, ($116.88) per month. Said figure represents $.1.10 per rentable square foot based on 31,046 square feet of finished rentable space. This equals the amount necessary to pay the real estate taxes on the property for the calendar year 1999. At such time as the 2000 real estate taxes have been ascertained, the monthly escrow shall, if required, be charged 2

accordingly. At the end of each year an adjustment shall be made by and between Lessor and Lessee whereunder Lessee shall be required to pay such added amount as shall be required to fully pay the real property taxes, if the monthly deposits made were not sufficient or Lessor shall remit to Lessee any excess of the amount actually required to pay the real estate taxes. INSURANCE: 6. Lessor shall maintain in effect policies of insurance covering the Demised Premises to the extent of 80% or more of the replacement value of the Dented Premises (excluding excavations, footings and foundation) against fire and such other casualties normally included under extended coverage in a standard policy. Lessee shall pay in each calendar year during the term of this Lease its proportional share of the insurance carried by the Lessor with respect to the entire building area and all land within the PINE LANE PLAZA. Lessee's proportionate share for any calendar year shall be determined by multiplying the total cost of the Insurance Policy for the Center by 31,046 of square feet of finished rentable area. This quotient equals the cost of insurance payable on the finished rentable area. Multiply this quotient by the rentable square feet in the demised unit to determine the annual prorata share of the insurance. This product is divided by 12 months to determine the monthly charge. Lessee agrees to pay to the Lessor on the first day of each month, in addition to the Minimum Rent. For the purpose of this provision, the amount to be paid by Lessee shall be based on the most recent insurance statement. Escrow deposits to be paid by Lessee during the first year of the Lease shall be in the amount of Twelve and 75/100 U.S. Dollars, ($12.75) per month, said figure equals $.12 per rentable square foot and represents the amount necessary to pay the insurance on the property for the calendar year 1999. At such time as the 2000 insurance has been ascertained, the monthly escrow shall, if required, be charged accordingly. At the end of each year an adjustment shall be made by and between Lessor and Lessee whereunder Lessee shall be required to pay such added amount as shall be required to fully pay the insurance, if the monthly deposits made were not sufficient or Lessor shall remit to Lessee any excess amount if the monthly payments were in excess of the amount actually required to pay the insurance. PERSONAL PROPERTY AND LIABILITY INSURANCE: 7. Lessee shall, at its expense, maintain continuously throughout the term of this Lease, comprehensive property damage and public liability insurance with respect to the Leased Premises, naming Lessor, Meyer and Judith Sussman d/b/a/ PINE LANE PLAZA as coinsurance, in amounts of not less than $1,000,000.00 per occurrence in respect of injury to persons, (including death), and in the amount of not less than $1,000,000.00 per occurrence in respect to property damage or destruction, including loss of use of the Premises. The insurance shall be with an insurance company licensed in the State of Colorado and a copy of the policy or a certificate of insurance shall be available to Lessee upon request. In addition to the foregoing, Lessee shall, at all times, maintain, at its sole expense plate glass coverage and extended coverage or like insurance in an amount sufficient to cover damage to Lessee's merchandise and/or personal property located in the demised premises. Lessee's failure to effect and/or maintain said insurance shall 3

entitle Lessor to withhold security deposit for damages to windows. In any event, plate glass repairs are the sole responsibility of the Lessee. Each party to this Lease further agrees to cause any insurance policy covering destruction of or damage to such real or personal property from fire and/or hazards covered under an extended coverage endorsement to contain a waiver of subrogation against either party to this agreement in case of destruction of or damage to the aforementioned real or personal property of either such party. It is understood and agreed by the parties hereto that provisions of this paragraph shall in no way affect the obligations and undertakings of Lessor and Lessee under the provisions of this Lease. LESSEES OBLIGATIONS: 8. Lessee agrees: To pay the rent and additional charges listed herein for said premises as hereinabove provided, promptly when due and payable; to pay all charges for water, sewer charges, and for heating, air conditioning and lighting said premises; to keep all the improvements upon said premises, including all sewer lines, plumbing, plumbing fixtures, appliances wiring, glass, screens, doors, and door hardware, window and floor covering in good repair at the expense of said Lessee; to surrender and deliver said premises in as good order and condition as when the same were entered upon; loss by fire, inevitable accident or ordinary wear and tear excepted. LESSOR'S OBLIGATIONS: Lessor agrees to maintain in good repair the outside walls and the structural soundness of the building. Lessor shall make at his sole expense, all necessary repairs to the roof, to the structural portion of the building, and to the exterior walls of the demised premises except windows, doors, and window and door hardware, except where such repairs are made necessary by an act or acts of Lessor, or by Lessor's negligence. COMMON AREA EXPENSES: 9. Lessee shall pay in each calendar year during the term of this Lease its proportional share of the common area costs incurred by the Lessor with respect to the land area within the PINE LANE PLAZA. Lessee's proportionate share for any calendar year shall be determined by multiplying the total cost of the COMMON AREA CHARGES for the Center by 31,046 square feet of finished rentable area. This quotient equals the cost of COMMON AREA CHARGES payable on the finished rentable area. Multiply this quotient by the rentable square feet in the demised unit to determine this unit's annual pro rata share of the COMMON AREA CHARGES. This product is divided by 12 months to determine the monthly charge. To insure the payment of the common area costs Lessee agrees to pay to the Lessor on the first day of each month, in addition to the Minimum Rent, an amount equal to one twelfth (1/12th) of the common area costs paid by the Lessor. For the purpose of this provision, the amount to be paid by Lessee shall be based on the most recent common area costs. Escrow deposits to be paid by Lessee during the first year of the Lease shall be in the amount of Two hundred and 81/100 U.S. Dollars, ($200.81) per month, said figure equals $1.89 per rentable square foot and represents the amount necessary to equal the common area costs on the property for the calendar year 4

1999. At such time as the 2000 common area costs have been ascertained, the monthly escrow shall, if required, be charged accordingly. At the end of each year an adjustment shall be made by and between Lessor and Lessee whereunder Lessee shall be required to pay such added amount as shall be required to fully pay the common area costs, if the monthly deposits made were not sufficient, or Lessor shall remit to Lessee any excess amount if the monthly payments were in excess of the amount actually required to pay the common area costs. Outside common area maintenance shall include, without limitation, repair of parking lot, parking lot striping and lettering, parking lot and sidewalk sweeping and cleaning; traffic direction and control; painting; maintaining and replacement of all landscaping; water and sewer charges for outside landscaping; common area lighting including electricity, light bulbs, repairs and maintenance of lighting fixtures, and fire detection equipment, maintenance and monitoring service; maintenance, replacement and rental of outside sign, removal of snow, ice, trash, rubbish, garbage and other refuse; depreciation of the capital cost of and rentals for the leasing of any machinery, equipment, and vehicles used in connection with the maintenance of the outside common areas; repair or replacement of water arid sewage lines; permits and licenses for above maintenance; and administrative charges equal to 15% of the total costs of maintaining the common area and common facilities. 9a. LATE CHARGE: Any other sums of money or charges to be paid by Lessee other than Minimum Rent pursuant to any section of the Lease shall be designated and known as "Additional Rent". Past Due Minimum Rent and Additional Rent. If Lessee shall fail to pay, when the same is due and payable, any Minimum Rent or other charges designated as Additional Rent hereof, such unpaid amounts not paid for longer than TEN (10) days past due date shall bear a late charge of Fifty and 00/100 ($50.00) plus Three (3%) percent for each month or portion of a month that such Minimum Rent or other charges remain unpaid by Lessee. In addition, if any payments made by Lessee in the form of a check are dishonored by the bank upon which it is written for any reason, then a charge of Fifty and 00/100 ($50.00) for each dishonored check will be charged to Lessee. Further, in the event checks from Lessee shall be dishonored on two separate occasions, Lessor shall have the right to demand that all future payments required pursuant to this Lease be made in cash or by certified funds. TRASH REMOVAL 10. Lessor agrees to provide for trash removal service and Lessee agrees to use only the trash area designated by Lessor for Trash removal and agrees to pay for the trash removal service as part of C.A.M. charges. SIGNS 11. Lessee agrees that there is to be allowed no pole signs on the premises and that its facia sign as well as all window signs must be approved by the Lessor. No vehicles may be parked on the common area bearing signs advertising Lessees enterprise. LESSEE MAY INSTALL SIGN ROVE THE SUBJECT SPACE AT ITS EXPENSE AND 5

AGREES TO PAY FOR NEW FACE, ELECTRICITY AND MAINTENANCE PARKING. EMPLOYEE PARKING 12. Lessee agrees that employee parking may be limited to area designated by Lessor. Lessee may put a sign on the parking space directly in front of the space that reads `THIS SPACE RESERVED FOR LOADING AND UNLOADING ONLY" or some other wording with Lessor's prior approval ASSIGNMENT AND SUBLEASE 13. Lessee agrees not to sublet or assigned this Lease without written consent of the Lessor. COVENANT TO HOLD HARMLESS: 14. Lessee covenants with Lessor that Lessor shall not be liable, except as herein otherwise provided, for any damage or liability of any kind, or for any damage or injury to persons or property during the term of this Lease, from any cause whatsoever occasioned by reason of the use, occupancy and enjoyment of the dented premises by Lessee or any person thereon or holding under said Lessee. The Lessee will indemnify and save harmless Lessor from all liability whatsoever on account of any such damage or injury, and from all claims, liens and demands arising out of the use of the building and its facilities, except as herein otherwise provided, or any repairs or alterations which Lessee may make upon such demised premises. Lessee shall not be liable for damage or injury occasioned by reason of the negligence of Lessor, its agents, servants or employees. BANKRUPTCY: 15. If the Lessee shall become insolvent, or make an assignment for the benefit of creditors, or file a Petition in Bankruptcy, or seek to benefit by any bankruptcy, composition or insolvency law or act, or if the Lessee shall be adjudged bankruptcy, or if a receiver or trustee of Lessee shall be appointed, or this Lease shall be operation of law, devolve upon or pass to any person other than Lessee, then, in such case, Lessor shall have the right and option to terminate this Lease at any time and, with or without demand or notification, or with or without legal process, to enter into the Demised Premises and take possession and/or remove Lessee and/or any person and/or any property from the Dented Premises. UNTENABILITY 16. If said building is destroyed or damaged by fire or any other casualty, Lessor shall rebuild or replace, at his sole cost, said building except for Lessee's interior work in substantially as good condition as it was prior to such fire or other casualty, and a just and proportionate part of the rent shall be abated until the premises have been put in complete 6

repair and the term herein extended for a period equal to the period the building was untenable. It is provided, however, that should such destruction occur during the last eighteen months of the term of this Lease or any extension thereof, then Lessor shall have the option either to rebuild or cancel this Lease. RIGHT OF EMINENT DOMAIN: 17. If all of the Leased Premises shall be taken under the right of eminent domain by any public authority, this Lease shall terminate as of the date such public authority is entitled to possession of the subject Premises, and the rent shall be adjusted to the date of such termination. If only a portion of the Leased Premises shall be taken and such taking does not prevent the practical and economic use of the remaining premises for the purpose stated herein by Lessee, then this Lease shall not terminate, but shall continue in full force and effect as to that part of the demised premises remaining, but Lessee shall be entitled to an abatement or reduction in the minimum rental payable hereunder, prorated in accordance with the extent to which the use of the premises is reduced by the public taking. In the event of condemnation, whether such condemnation shall be of the entire or only a portion of the Leased Premises, the entire award shall be payable to Lessor, except that if a separate and distinct award shall be made to Lessee representing the taking of Lessee's property and Lessor agrees to give Lessee prompt notice of and allow Lessee to participate in all condemnation proceedings. DEFAULT: 18. The Lessee further covenants with Lessor that if said rent, or any part thereof, is not paid when it becomes due, or if Lessee shall violate or neglect any covenant, agreement or stipulation herein contained on its part to be dept, performed or observed, and any such default shall continue for twenty days after written notice thereof is given to Lessee, then, in addition to the other remedies or courses of action now or hereafter provided by law, the Lessor may, at his option, cancel and terminate this Lease and shall have the immediate right of re-entry and may remove all persons and property from the Leased Premises. Such property may be removed and stored in public warehouse or elsewhere at the cost of and for the account of Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. Any such cancellation shall not operate as a waiver or satisfaction in whole or in part of any claim or demand arising out of or connected with any breach or violation by Lessee of any covenant or agreement on its part to be performed. If Lessor so elects, he may relet the Premises on such terms as Lessor may deem advisable and receive the rent therefore, and Lessee agrees to pay to Lessor, on demand, any deficiency that may arise by reason of such reletting. The loss or damage which Lessor may suffer by reason of termination of this Lease or the deficiency arising by reason of reletting by Lessor, as above provided, shall include the expense of repossession and any repairs or remodeling undertaken by Lessor following repossession, and shall also include the minimum guaranteed rental herein provided for the period from the date of an event of default until the end of the term of this tease. In the event of any default by Lessee other than payment of money, Lessor has the option, but not the duty, to perform Lessee's obligations and to charge all costs of doing so to Lessee. In the event 7

of any breath or default by either party, the non-defaulting party shall have the right to recover reasonable attorney's fees and court costs. WARRANTY OF TITLE: 19. Lessor warrants that it has full right to execute and perform this Lease and to grant the estate leased and that Lessee shall peaceable and quietly have, hold and enjoy Leased Premises during the full term of this Lease. CONDUCT OF BUSINESS 20. That the Lessee shall not conduct or permit to be conducted on said premises any business or permit any act which is contrary to or in violation of the laws of the United States of America or of the State of Colorado or of the ordinances of the County of Douglas and the City of Parker, if applicable, or of any other governmental agency, now in force or hereafter enacted, and further, that Lessee will at all times during the continuance of the term hereby granted and any extension thereof, at Lessee's own cost and expense, execute, comply with, obey and perform all statutes, ordinances, rules, orders, regulations and directions which may exist or be enacted, made or given by any of the federal, state or governmental agencies, or any department, bureau, commission or office thereof, in respect to and relating to Lessee's use or occupancy of the said premises, or any part thereof. 21. That if the Lessee shall fail to promptly execute and comply with any of the laws, rules, orders, ordinances, requirements or regulations of the country, state, federal or other governmental authority, departments, boards or bodies, or shall fail to promptly make the necessary repairs or replacements to keep the Premises in good repair, or fail to comply with all the covenants and agreements herein contained, then, and in any such event, the Lessor shall have the right to execute and comply with such laws, rules, ordinances, requirements and regulations, or to make such repairs or to remedy such other defaults on the part of the Lessee, and the costs and expenses incurred therefore shall become due upon demand. ACCESS TO PREMISES: 22. Lessor shall have the right at any reasonable time to enter the Demised Premises for the purpose of installations and repair of electrical, telephone and water facilities whether for the Demised Premises or for other units in the Center. WAIVER: 23. No waiver by the parties hereto of any default as breach of any term, condition or covenant of this Lease shall be deemed to be a waiver of any subsequent default or breach of the same of any other term, condition, or covenant contained herein. ALTERATIONS: 8

24. Lessee shall not make any structural alterations, additions or improvements to the Demised Premises nor create any openings in the roof without the prior written consent of the Lessor. NO USE OF SIDEWALKS: 25. Lessee shall not use the sidewalks for display of merchandise nor shall Lessee maintain loudspeakers for the purpose of projecting music or advertising matters beyond the confines of the Demised Premises. UTILITIES: 26. Lessee shall pay all charges for gas and electricity used on the demised premises as metered by the respective utility company. Gas, Water and Sewer charges to the Center, which are not individually metered, shall be prorated upon the basis of floor space occupied among the Lessee's of the Center and paid to Lessor upon billing notice. LEASE BINDING 27. The terms and conditions of this Lease shall apply to, inure to the benefit of, and be binding upon the parties hereto and their successors in interest, legal representatives, heirs, personal representatives and assigns. NOTICES 28. All notices permitted or required by this Lease shall be deemed effectively given or delivered when deposited in the United States mail, postage prepaid, certified mail, return receipt requested, mid addressed to the parties at their respective addresses set out below:
LESSOR: Meyer Sussman 6800 S. Dawson Circle #201 Englewood, C0. 80112 (303)-693-4474 LESSEE: American Medical Alert Corporation 12543 N. Hwy. #83 Unit #300 Parker, CO 80134

HOLD OVER: 29. Any rule or law to the contrary notwithstanding, in the event the Lessee remains in possession of the premises or any part thereof subsequent to the expiration of the term hereof and such holding over shall be with the consent of the Lessor, it shall be conclusively deemed that such possession and occupancy shall be a tenancy from month- to-month only, at a rental which was existing at the end of the term hereof and, further, such possession shall be subject to all of the other terms and conditions (except any option to renew or option to purchase) contained in this Lease. ADDITIONAL PROVISIONS: 9

30.a.) Lessee shall perform all necessary tenant improvements to the space to include but not limited to the following items as shown in Exhibit B. Lessee shall get Lessors approval prior to starting any of said tenant improvements. All work done in connection with any change or alteration shall be done in a good and workmanlike manner and in compliance with all building and zoning laws, and with other laws, ordinances, orders, rules, regulations, and requirements of all federal, state, and municipal governments and the appropriate departments, boards, and officers thereof b.) Lessor shall install a glass window in the west wall of the unit next to the existing door or in the upper portion of the wall. Lessor and Lessee shall agree on location and whether Lessee's or Lessor's Contractor shall perform the installation of said window prior to installation. EXECUTED this 9th day of March the year of 2000.
LESSOR LESSEE: AMERICAN MEDICAL ALERT

/s/ Meyer Sussman ----------------------------Meyer and/or Judith Sussman

/s/ Corey M. Aronin -----------------------------------Corey M. Aronin Chief Financial Officer

Exhibit 10(m)(i) AGREEMENT OF LEASE, made as of this 14th day of January, 2002, by and between Garden Spires Associates LP, with offices at c/o Alma Realty Co., 28-18 31st Street, Astoria, NY 11102, (hereinafter referred to as "Landlord"), and American Medical Alert Corporation, with offices at 3265 Lawson Boulevard, Oceanside, New York 11572, (hereinafter referred to as "Tenant"). WITNESSETH: Landlord and Tenant hereby covenant and agree as follows: SPACE 1. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord approximately 11,000 square feet on the first (1st) floor ("Demised Premises") in the building known as 36-36 33rd Street, Long Island City, New York (hereinafter referred to as the "Building") (see floor plan of the Demised Premises annexed hereto as exhibit "A"). In addition to occupying the Demised Premises, Tenant shall have the right to use in common with other tenants in the Building, all common areas and public portions thereof. TERM 2. The term of this lease shall be for a period of fifteen (15) years and shall commence on the "Commencement Date", as herein defined, and terminate fifteen (15) years after the Commencement Date ("Term Expiration Date"). The Commencement Date shall be the last of the following to occur: (1) the date on which Landlord gives notice to Tenant that the work to be performed by Landlord to the Demised Premises, as described at Article 7 (B) herein, has been "substantially completed" and the Demised Premises are delivered in such condition. The term "substantially completed" shall mean completion of the work in section 7(B) but for minor insubstantial details of construction and mechanical adjustments (i.e. so-called "punch list" items); (2) the date Landlord shall have obtained a temporary certificate of occupancy ("t/c/o") for the Building which authorizes and permits the occupancy by Tenant of the Premises for the use permitted in this Lease; and (3) the date on which the following construction work has been completed: (a) the bathroom in the common areas; (b) the staircase; (c) the hallway; and (d) the elevator. Promptly following the determination of the Commencement Date, Landlord and Tenant shall execute an agreement setting forth both the Commencement Date and Term Expiration Date of this lease. In the event the term of this lease begins on the first day of a month, the first lease year shall end on the first anniversary of the last day of the preceding month. If the term of this lease begins on a date other than the first day of a month, the Tenant shall pay a pro rata portion of the rent from such date through and including the last day of such month and the First Lease Year shall end on the first anniversary of the first day of the preceding month. Each succeeding Lease Year shall end on the anniversary date of the previous Lease Year. Notwithstanding the above, Tenant shall have the right (but not the obligation), if it so elects, to waive the requirement of item (2) above, such that Tenant may take occupancy of the Demised Premises and the Commencement Date shall commence prior to Landlord's obtaining a t/c/o. Access to the Demised Premises by Tenant's architects, engineers and other professionals (during business hours and on reasonably prior notice) for purposes of preparing plans, specifications and other drawings shall not be deemed "occupancy" by Tenant thus triggering the Commencement Date and Tenant's obligation to pay rent.

RENT 3. (A) The basic annual rent or fixed minimum rent is as follows:
LEASE YEAR 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 ANNUAL RENT $269,500.00 $277,585.00 $285,913.00 $294,490.00 $303,325.00 $312,425.00 $321,798.00 $331,452.00 $341,396.00 $351,638.00 $362,187.00 $373,053.00 $384,245.00 $395,772.00 $407,645.00 MONTHLY RENT $22,458.00 $23,132.00 $23,826.00 $24,541.00 $25,277.00 $26,035.00 $26,817.00 $27,621.00 $28,450.00 $29,303.00 $30,182.00 $31,088.00 $32,020.00 $32,981.00 $33,970.00

(B) During the term of this Lease, the basic annual rental shall commence on the Commencement Date and shall be payable in equal monthly installments in advance on the first day of each calendar month during the term of this lease at the office of the Landlord, except that Tenant shall pay the first monthly installment upon the signing of this Lease. Tenant shall pay the rent as above stated and as hereinafter provided, without any set off or deduction whatsoever. In any case in which the basic annual rent or additional rent, as hereinafter defined, is not paid within ten (10) days of notice that it was not paid upon the day when same is due, Tenant shall pay a late charge equal to 4 cents for each dollar so due. In the event the basic annual rent or additional rent is not paid within thirty (30) days of when same is due, Tenant shall also pay interest thereon at the lease interest rate. The term "Lease Interest Rate" shall mean interest at the rate of twelve (12%) percent per annum provided such rate does not violate the usury laws of New York State. If such rate violates such usury laws, then it shall be 1/2% below the maximum permissible rate. (C) Intentionally Omitted. (D) Tenant covenants and agrees that all fixed minimum rent and additional rent due and payable by Tenant under this Lease are unconditional obligations on the part of Tenant, and 2

shall be paid to Landlord whenever the same shall be due and payable without setoff or deduction of any kind. (E) Tenant further covenants and agrees that Tenant shall not be entitled to any abatement of fixed minimum rent or additional rent payable under this lease, or diminution of same in any summary dispossess, non-payment of rent or holdover proceedings, by reason of any breach by Landlord of any covenants contained in this lease on Landlord's part to be performed. In any such summary dispossess, non-payment of rent or holdover proceeding, Tenant may not assert a counterclaim, nor have the right of set-off by way of damages or recoupment by reason of Landlord's failure to perform any of the terms, covenants or conditions contained in this lease on Landlord's part to be performed, but Tenant shall be relegated to an independent action for damages, and such independent action shall not at any time be joined or consolidated with any summary dispossess, non-payment of rent or holdover proceeding. SECURITY 4. (A) Tenant shall deposit with Landlord upon execution of this Lease the sum of $44,916.00 (two times the monthly rent) as and for Security for the faithful performance and observance by Tenant of Tenant's obligations under this lease. (B) Tenant shall be entitled to interest on its security deposit at the rate of 2.5% per annum. (C) Tenant agrees that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of fixed minimum rent and additional rent, Landlord may use, apply or retain the whole or any part of the Security deposited and interest earned thereon, if any, to the extent required for the payment of any fixed minimum rent and additional rent, or for any sum which Landlord has expended by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the premises, whether such damage or deficiency accrued before, on or after summary proceedings or other re-entry by Landlord, with interest thereon from the date of expenditure of loss, as the case may be. (D) In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the Security, or so much thereof as shall then remain on deposit with Landlord, shall be returned to Tenant within ten business days after the 3

date fixed as the end of this lease and after delivery of entire possession of the Demised Premises to Landlord in accordance with the provisions of this lease. (E) In the event of a sale of the Demised Premises, Landlord shall have the right to transfer the Security to the vendee or lessee and Landlord, provided such vendee or lessee assumes the obligations of Landlord under this Lease and, upon making such transfer and confirming in writing to Tenant that Landlord has done so and who such vendee or lessee is and what his, her or its address is, thereupon shall be deemed released by Tenant from all liability for the return of the Security and Tenant agrees to look solely to the new landlord for the return of the Security. (F) Tenant further agrees that it will neither assign nor encumber, nor attempt to assign or encumber, the monies deposited hereunder as Security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (G) Tenant further agrees that if for any reason (including the reason that Landlord has elected to use, apply or retain the whole or any part of the Security pursuant to this Article), the Security at any time remaining on deposit with Landlord shall be less than two times the amount of the then monthly rent, Tenant, upon written demand and by no later than ten days thereafter, shall deposit with Landlord cash in an amount sufficient to increase the then Security to the then required amount of Security. USE 5. The Tenant shall use and occupy the Demised Premises only for general, executive and administrative offices (including a 24 hour "call" center) in connection with the Tenant's business and that of its affiliates, and for no other purpose. SERVICES 6. (A) Landlord will provide base board heat to the Demised Premises, during business hours of 8:00 a.m. to 6:00 p.m. on weekdays and from 8:00 a.m. to 1:00 p.m. on Saturdays, excluding all legal holidays. Landlord shall install a sub-meter to measure Tenant's actual consumption of electricity for ordinary office use within the Demised Premises. Ordinary office use shall include but not be limited to lighting, operation of office equipment, typewriters, word processors, personal computers, telephones, facsimile machines, and photocopy machine. Ordinary office use, for purposes herein, shall not include the HVAC system. Tenant shall pay 4

for it's actual consumption as measured by said sub-meter for ordinary office use (based on the actual cost from the utility company without any premium charged by Landlord). In consideration of the sum of $10,000.00, said sum to be paid by Tenant to Landlord upon execution of this agreement, Landlord agrees that it shall perform such work (including rerouting the existing ducts and vents and providing such additional ducts and vents as are necessary) to ensure that the existing 40 ton HVAC unit currently servicing the 1st floor, will solely and exclusively services the Demised Premises. Landlord agrees that the aforesaid HVAC work shall be performed prior to the Commencement Date. Tenant shall have a thermostat within the Demised Premises which will permit Tenant to control the HVAC unit on a 24 hour/ 7 days a week basis. With respect to electric current for said HVAC system, Landlord shall install a meter to measure actual consumption thereof and Tenant shall pay 100% of the bill as measured thereby (based on the actual cost from the utility company without any premium charged by Landlord). Landlord acknowledges that the primary source of heat throughout the Building and for the Demised Premises is gas heat which is being provided by Landlord via a base board heating system servicing the entire Building. Tenant acknowledges that it shall be obligated to pay for electricity for any heat furnished through the HVAC system to the Demised Premises to supplement the gas heat being provided by Landlord. Tenant will also pay it's proportionate share ("Tenant's Proportionate Share") of the gas bill for the Building (inclusive of the Demised Premises) for gas actually used in connection with the heating of the Building. Tenant's proportionate share, as referred to herein and elsewhere in this lease, shall be 6.29%. The Tenant's proportionate share is subject to change based upon any change in the square footage of the rentable area of the Building and/or the Demised Premises. Tenant's Proportionate Share shall mean the fraction, the denominator of which is the rentable area of the Building in square feet and the numerator of which is the Demised Premises's rentable area in square feet which is equal to 11,000 square feet. Landlord represents that the rentable area for the building as of the date of this lease is 175,000 square feet. The above sums shall be paid within ten (10) days following the billing thereof by Landlord. Landlord will furnish copies of all such bills to Tenant promptly upon receipt thereof. (B) Landlord will provide cleaning services of and to the public or common areas of the Building, which will be performed by Landlord at its sole cost and expense, between the hours of 5:00 p.m. and 6:00 a.m. on Monday through Friday, legal holidays excepted. Cleaning of Demised Premises shall be performed by Tenant at Tenants cost and expense. Trash will be delivered to a space designated by Landlord. At Tenant's option, Landlord shall provide cleaning services of and to the Demised Premises between the hours of 5:00 p.m. and 6:00 a.m. on Monday through Friday, legal holidays excepted, at a cost of One ($1.00) Dollar per sq. ft. 5

annually, payable on a monthly basis, as additional rent, during such period in which such services are rendered. (C) Landlord will furnish elevator service to the Demised Premises twenty four hours a day, seven days a week. (D) Landlord will furnish adequate hot and cold tempered water for lavatory and drinking purposes twenty four hours a day, seven days a week. (E) During hours other than those aforementioned and provided Landlord consents to same, any services heretofore enumerated will be provided as overtime services, to be billed at overtime rates at the sole cost and expense of Tenant requesting same. LANDLORD'S REPAIRS AND INITIAL WORK 7. (A) Landlord will make all the repairs to and provide the maintenance for the public areas of the Building; the roof and structure thereof; and to the building-wide systems inclusive of the plumbing, electrical, HVAC and mechanical systems servicing the Demised Premises, except for such repairs and maintenance to or with respect to same as may be necessitated by reason of the negligence, improper care or use of such premises and facilities by Tenant, its agents, employees, licensees or invitees, in which event repairs shall be made by Landlord at Tenant's expense. There shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord making any repairs, alterations, additions or improvements in or to any portion of the Building or to the Demised Premises, or in or to the fixtures, appurtenances or equipment thereof, except if due to Landlord's willful acts or that of its agents, contractors or employees and provided the Landlord's acts do not materially interfere with Tenant's ingress/egress from the Demised Premises. Landlord shall perform maintenance and other work to be performed by Landlord using reasonable efforts to minimize interference with Tenant's business. (B) Landlord agrees to prepare and complete the demised premises on a "build to suit" basis, at its sole cost and expense. The build-out shall comply with Tenant's designs, to be approved by Landlord (which approval shall be subject to the provisions of Section 17 of this Lease). Landlord's work shall consist of that set forth at Schedule "B" herein, inclusive of removing partitions where reasonably required by Tenant in accordance with its plans and specifications. No other initial work shall be required to be performed by Landlord. In lieu of Landlord performing the ceiling, lighting and carpeting work to the Demised Premises, at 6

Tenant's election, Tenant shall be granted a one time credit of fifty (.50) cents per square foot of ceiling tiles, fifty ($50.00) dollars per lighting fixture and five ($5.00) dollars per yard of carpet which one time credit shall be applied against the first monthly rent due and owing following Tenant's election. TENANT'S REPAIRS 8. Tenant shall take good care of the interior of the Demised Premises and perform any and all maintenance and repairs, as needed therein, except if (i) the repair is required as a result of Landlord's negligence or (ii) its work for which the Landlord is obligated to perform under 7(A) above. Landlord may, after fifteen (15) days notice to Tenant, perform said repairs, at the expense of Tenant, if Tenant fails to do so. In the case of an emergency, no notice shall be required. PARKING 9. Landlord shall provide Tenant with eleven (11) parking spaces, as designated by Landlord, in a newly constructed parking facility on-site at no cost or expense to Tenant. In the event such parking is unavailable to Tenant at the Commencement Date, Landlord will furnish, at no cost and expense to Tenant, valet parking to Tenant's employees, directly in front of or adjacent to the Building. DIRECTORY 10. Landlord, in its discretion as to size, location and appearance, will furnish in the lobby of the Building a directory which will contain a Tenant List. Tenant shall have the right to install its own directory in the lobby of each floor of the Building in which Tenant occupies space, but must first obtain Landlord's prior written consent, not to be unreasonably withheld. 11. Intentionally Omitted. INSURANCE 12. (A) Tenant, at its expense, shall maintain at all times during the term of this Lease, public liability insurance with respect to the Demised Premises and the conduct or operation of its business therein, naming Landlord as an additional insured, and with limits of $1,000,000 for property damage and not less than $2,000,000 for bodily injury or death to any number of persons in any one occurrence. 7

(B) Tenant shall promptly deliver to Landlord a Certificate of Insurance for such fully paid for policies prior to occupancy, and Tenant shall deliver to Landlord such Certificate of Insurance for a renewal policy at least thirty (30) days before the expiration of any existing policy. All such policies shall be issued by companies licensed to do business in the State of New York with an "A" Best rating and all such policies shall contain a provision whereby the same cannot be canceled or materially modified unless Landlord is given at least twenty (20) days prior written notice of such cancellation or modification, including, without limitation, any cancellation resulting from the non-payment of premiums. (C) Tenant shall maintain insurance coverage in an amount adequate to cover the cost of replacement of all of Tenant's personal property, fixtures, furnishings, and equipment. REAL ESTATE TAX ESCALATION 13. (A) For purposes of this Article, the following definitions shall apply: 1) The term "Tax Year" shall mean the fiscal year, July 1 to June 30 (or such other fiscal year as hereafter may be duly adopted by the taxing authorities for real estate tax purposes). 2) The term "Escalation Year" shall mean any Tax Year during the term of this Lease commencing with Tax Year commencing July 1, 2002. 3) The term "Base Tax Year" shall mean the July 1, 2001 to June 30, 2002 Tax Year. 4) The term "Base Taxes" shall mean the Taxes computed by the taxing jurisdiction for the Base Tax Year. 5) The term "Taxes" shall be deemed to include all real estate taxes assessed upon or with respect to the tax lot upon which the Building is situated and imposed by the taxing authorities. If, due to any change in the method of taxation, other taxes are imposed or substituted for, or levied against Landlord or any owner of the Building or the real property, in lieu of any real estate taxes upon or with respect to the real property now being assessed, such tax shall be included in the term Taxes for the purposes of this Article, except taxes such as franchise, income, or revenue tax on Landlord's rental income receipts. 8

(B) If Taxes payable in any Escalation Year shall be in such amount as shall constitute an increase above Base Taxes, Tenant shall pay Tenant's Proportionate Share of such increase. Increases in Taxes, payable by reason of reductions in Landlord's tax abatement shall be deemed tax increases subject to provision of this Escalation Clause unless such reduction is the direct result of landlord's intentional or negligent acts. (C) If the sum of the installments of Taxes payable by Landlord in any Escalation Year exceeds the Landlord's Base Taxes for the Base Tax Year, the annual rental reserved hereunder for such Escalation Year shall be increased by Tenant's Proportionate Share of the amount of such excess and shall be payable during such Escalation Year in monthly amounts equal to 1/12th of the amount of such increase (as reasonably estimated by Landlord if not finally determinable on the first day of such Tax Year, subject to later adjustment). (D) If a final determination shall be rendered reducing the assessed valuation of the land and/or Building for the Landlord's Base Tax Year, the assessed valuation as so reduced shall, for all purposes be the assessed valuation used in computing the Landlord's Base Taxes under section (4) of sub-paragraph (A) above. If said determination is rendered subsequent to the submission by Landlord to Tenant of any statements referred to in sub-paragraph (E) below, Landlord shall submit revised statements to Tenant based upon the reduced assessed valuation and Tenant shall, within thirty (30) days after submission of said revised statements, pay Landlord any additional rent due by reason of such recomputations which computation shall be adequately set forth in the said revised statements. (E) Landlord shall from time to time during the term of this Lease, after the respective amounts of Taxes for the periods in question become ascertainable, submit to Tenant statements setting forth the computation of any increase or decrease in rental. Landlord's failure to submit a statement or statements pursuant to this subparagraph or sub-paragraph (D) above shall not constitute a waiver of any rent increases payable by Tenant under this paragraph provided, however, that such additional rental shall only become due and payable following Tenant's receipt of such statement from Landlord. Landlord may submit its statements (or estimates thereof) separately and at different times, but the payment of additional rent shall nevertheless be made in the manner and within the time limits herein above set forth with respect to each statement so submitted. (F) If the term of this Lease expires on a day other than the last day of the Tax Year, rental increases pursuant to subparagraph (C) above shall be pro-rated as of said expiration date. 9

(G) In the event of a taking, pursuant to the power of eminent domain, of a portion of the Building under such circumstances as shall not result in a termination of this Lease, then from and after the date of such taking (i) the Base Tax Amount shall be deemed reduced in proportion to the reduction in the number of square feet of rentable space in the Building resulting from such taking, and (ii) Tenant's Proportionate Share shall be adjusted so as to be equal to a fraction of which the denominator is the reduced number of square feet of rentable space in the building and the numerator is the number of square feet of space leased to Tenant following such taking. (H) The provisions of this paragraph shall survive the expiration or termination of this Lease until a final adjustment has been made for the Tax Year in which the Expiration Date occurs. (I) The statements of the adjustment to be furnished by Landlord as provided in sub-paragraph (E) shall be based on data submitted by Landlord to a firm of Certified Public Accountants (who may be the firm now or then currently employed by Landlord for the audit of its accounts). In the accountant's opinion based on the date submitted, such statements shall present fairly the escalation adjustment for the periods represented thereby. (J) Any delay or failure of Landlord, beyond January of any year, in computing the billing for the rent adjustments herein above provided, shall not constitute a waiver of or in any way impair the continuing obligation of Tenant to pay such rent adjustments hereunder upon Tenant's receipt of such statements. (K) Notwithstanding any expiration or termination of this Lease prior to the Lease expiration date (except in the case of a cancellation by mutual agreement, termination upon casualty or condemnation) Tenant's obligation to pay rent as adjusted under this Article shall continue and shall cover all periods up to the Lease expiration date, and shall survive an expiration or termination of this Lease until such amounts previously accruing have been paid. (L) If the first or final lease year during which escalations may occur shall contain less than twelve (12) months, the additional rental under this Lease shall be prorated. (M) Notwithstanding anything to the contrary contained in this Section 13, in the event the Building construction and improvements has not been completed and the building is not 10

substantially occupied, and therefore the Building shall not have been fully assessed by the Base Tax Year set forth in 13(A)(3), then the Tax Year in which the Building shall be fully assessed shall be deemed to be the Base Tax Year and the Escalation Year shall mean any Tax Year during the term of the Lease commencing following the new Base Tax Year as determined in accordance with this Section 13(M). TAX ABATEMENT 14. (A) Landlord represents that it has filed the necessary paperwork in connection with obtaining a real estate tax abatement under the Industrial Commercial Incentive Program (ICIP) (including the filing of the ICIP applications). Landlord agrees to fully cooperate with Tenant and to provide Tenant, at Tenant's expense, with any documents necessary in order for Tenant to apply for and receive 100% of the benefits available to Tenant under the New York City Commercial Expansion Programs, including without limitation, the Relocation Employment Assistance Program, the Energy Cost Savings Program and the Rent Abatements for Commercial and Industrial Tenants ("Title 4-A") and any other business incentive programs for which Tenant may be eligible to receive benefits. In connection with such benefit programs, upon request, Landlord agrees to provide Tenant with the final certificate of eligibility and certificate of completion. If the benefits are in the form of a refund payable to Landlord, Landlord shall endorse over, or otherwise pay, to Tenant 100% of such refund, upon Landlord's receipt of such refund. Landlord, in no event, guarantees approval of benefits under these programs, except Landlord shall be responsible for the loss of any benefits due to or arising out of landlord's negligence or willful misconduct. Landlord also represents and is informing Tenant that: 1) an application for abatement of real property taxes pursuant to Title 4-A will be made for the Demised Premises; 2) the rent including amounts payable by the Tenant for real property taxes will accurately reflect any abatement of real property taxes pursuant to Title 4-A; 3) since the Term of the Lease exceeds ten (10) years, at least twenty five ($25.00) dollars per square foot must be spent on the improvements to the Premises and the common areas, provided however, if by the sixtieth (60th) day following the rent commencement date, the Tenant employs in the Premises 125 or fewer employees in the Premises, at least two dollars and fifty cents ($2.50) per square foot must be spent on improvements to the Premises and the common areas. 11

4) all abatements granted shall be revoked if, during the benefit period, real estate taxes, water or sever charges or other lienable charges are unpaid for more than one year, unless such delinquent amounts are paid as provided in subdivision four hundred ninety-nine-ff of Title 4-A. 5) on the date of this Lease, Tenant's Proportionate Share of the Building (as defined above) is 6.29%. (B) Tenant agrees to (i) report to the Landlord the number of workers permanently engaged in employment in the space leased, the nature of each worker's employment and the New York City residency of each worker and (ii) provide access to the Premises by employees and agents of the department overseeing the ICIP program at all reasonable times at the request of the Landlord. (C) Landlord agrees that Tenant shall not be required to pay taxes or charges which become due because of the willful neglect or fraud by the Landlord in connection with the ICIP Program, or otherwise relieve or indemnify the Landlord from any personal liability arising under the Administrative Code 11-265 except where imposition of such taxes, charges or liability is occasioned (D) Notwithstanding anything contained in this Lease to the contrary, Landlord consents and agrees that Tenant's subsidiaries, HCI Acquisition Corp. (H - Link On Call) and/or Safecom, shall have the right to occupy and use, during the term of the Lease, a portion of the Premises, for its general, executive and administrative offices in connection with its business. (E) Landlord agrees to such modification to the provisions of this paragraph 14 as are required by the applicable governmental agency in order to obtain the benefits referred to in paragraph 14(A) above at no cost and expense to Landlord. ADDITIONAL RENT 15. In the event the Tenant shall fail to pay Landlord the charges and expenses as required by the terms of this Lease other than the annual base or minimum rent (hereinafter sometimes referred to as "additional rent"), the Landlord shall have the same rights and remedies as those provided for in the Lease with regard to the Tenant's failure to pay an installment of the annual base rent. 12

FIXTURES & INSTALLATIONS 16. All appurtenances, fixtures, improvements, additions and other property attached to or built into the Demised Premises by Landlord, at Landlord' s expense, shall be and remain the property of Landlord, except that any such fixtures, improvements, additions and other property installed at the expense of Tenant may be removed by Tenant on the condition that Tenant shall repair, at its expense, any damage to the Demised Premises or the Building resulting from such removal. Except as otherwise provided for herein, all the outside walls of the Demised Premises including corridor walls and the outside entrance doors to the Demised Premises, any balconies, terraces or roofs adjacent to the Demised Premises, and any space in the Demised Premises used for shafts, stacks, pipes, conduit, ducts or other building facilities, and the use thereof, as well as access thereto, for the purpose of operation, maintenance, decoration and repair, are expressly reserved to Landlord, and Landlord does not convey any rights to Tenant therein. Notwithstanding the foregoing, Tenant shall enjoy full right of access to the Demised Premises through the public entrances, public corridors and public areas within the Building. ALTERATIONS 17. (A) Tenant shall make no structural alterations, decorations, installations, additions or improvements in or to the Demised Premises without Landlord's prior written consent, not to be unreasonably withheld or delayed, and then only by contractors or mechanics who do not interfere with Landlord's work in the Building. (B) All installations or work done by Tenant shall at all times comply with: (a) Laws, rules, orders and regulations of governmental authorities having jurisdiction thereof. (b) Reasonable rules and regulations of the Landlord. (c) Plans and specifications prepared by and at the expense of Tenant shall be submitted to Landlord for its prior written approval, not to be unreasonably withheld or delayed; no installations or work shall be undertaken or started by Tenant, its agents, servants or employees, until Landlord has approved such plans and specifications; and no material amendments or additions to such plans and specifications shall be made without prior written consent of Landlord, not to be unreasonably withheld or delayed. In the event the plans and specifications are not approved by Landlord within fifteen (15) business days, same shall be deemed approved. Tenant agrees that it will not, either directly or indirectly, use any contractors 13

and/or labor and/or materials that would or will create any labor disharmony with any contractors and/or labor engaged by Landlord in the construction, maintenance and/or operation of the Building or any part thereof. Notwithstanding the above, no plans and specifications shall be needed for cosmetic or non-structural work nor shall Landlord consent be required for such work. (d) Tenant shall defend, indemnity and hold harmless Landlord from any claim arising out of the performance of said Tenant's work. Tenant shall, upon request of Landlord, supply Landlord with workmen's compensation certificates for all persons and/or contractors performing work for Tenant at the Demised Premises, a public liability insurance policy in the sum of Two Million ($2,000,000.00) Dollars for personal injuries and death claims and One Million ($1,000,000.00) Dollars for property damage. In the event any mechanics lien shall be filed against the Building by any of the Tenant's contractors, subcontractors or material men, for work done on behalf of Tenant, Tenant shall discharge the lien by bond, payment or otherwise, within thirty (30) after notice of the filing to Tenant and upon Tenant's failure to so discharge any lien, Landlord may, at its option, remove the lien by bonding and charge the Tenant with the cost thereof, together with it's reasonable attorneys' fees. (C) Tenant shall have the right to put a generator, the size and specifications of which shall first be reasonably approved by Landlord, (and any dunnage necessary in connection therewith) in a location on the roof of the gym adjacent to the garage currently under construction which location shall be reasonably acceptable to Landlord and Tenant's engineer. REQUIREMENTS OF LAW 18. (A) Tenant, at Tenant's sole cost and expense shall comply with all applicable laws, orders and regulations of Federal, State, County and Municipal authorities, and with all directions, pursuant to law, of all public officers, which shall impose any duty upon Tenant with respect to the use or occupation of the Demised Premises by Tenant. (B) Tenant shall not do anything, or permit anything to be done, in the Demised Premises which shall (i) invalidate or be in conflict with the provisions of any fire or other insurance policies covering the Building or any property located therein, or (ii) result in a refusal by fire insurance companies of good standing to insure the Building or any such property, or (iii) cause any increase in the fire insurance rates applicable to the Building or property located therein at the beginning of the Demised Term or at any time thereafter. Tenant, at Tenant's expense, shall 14

comply with all the rules, orders, regulations or requirements of the New York Board of Fire Underwriters and the New York Fire Insurance Rating organization or any similar body. (C) In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" of rates applicable to the Building or property located therein issued by the New York Fire Insurance Rating Organization or other similar body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Building or property located therein. (D) Tenant shall be responsible for curing any notices of violation arising out of Tenant's acts issued by any governmental agency affecting the Demised Premises and the Building and Property and otherwise complying with all applicable laws and regulations affecting the Building and the Property. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to bear the cost of compliance with any laws, orders, regulations, or requirements of any state, federal municipal and local governments, departments, commissions or boards and any direction of any public office pursuant thereto and all orders, rules and regulations of the New York Board of Fire Underwriters Insurance Service Office or any similar body which would require any structural or non structural alterations, unless the condition necessitating the work shall arise as a result of Tenant's manner of use of the demised premises or method of operations therein. Tenant may, after securing Landlord to Landlord's reasonable satisfaction against all damages, interest, penalties, by cash deposit or surety bond, contest and appeal any such laws, orders, regulations or requirements. LANDLORD'S CONSENT 19. (A) In no event shall Tenant be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim for any sum of money whatsoever as damages, costs, expenses, attorneys' fees or disbursements, whether affirmatively or by way of setoff, counterclaim or defense, based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed any consent or approval (including, without limitation, consent to a proposed assignment or sublease of the premises), and Tenant's sole remedy for claimed unreasonable withholding or unreasonable delaying by Landlord of its consent or approval shall be an action or proceeding brought and prosecuted solely at Tenant's own cost and expense to enforce such provision, for specific performance, injunction or declaratory judgment. (B) If Tenant requests Landlord's consent or approval to alterations, assignment, subletting or any other matter or thing requiring Landlord's consent or approval under this Lease, 15

and if in connection with such request Landlord reasonably seeks the advise of its attorneys, accountants, architect, engineer or other professional, then Landlord, as a condition precedent to granting its consent or approval, may require (in addition to any other requirements of Landlord in connection with such request) that Tenant pay the reasonable fee of Landlord's attorneys, accountants, architect, engineer or other professional in connection with the consideration of such request and/or the preparation of any documents pertaining thereto, except that no fee shall be payable for subleases and assignments which do not require Landlord consent under the terms of this Lease. No fee shall be payable to Landlord in connection with Tenant's initial alterations or alterations which do not require Landlords consent or subleases which do not require consent. END OF TERM 20. (A) Upon the expiration or other termination of the term of this Lease, Tenant shall quit and surrender to Landlord the Demised Premises, broom clean, in good order and condition, ordinary wear and casualty excepted, and Tenant shall have the right but not the obligation to remove all of its property and shall repair all damage to the Demised Premises or the Building occasioned by such removal. Any property not removed from the premises shall be deemed abandoned by Tenant and may be disposed of in any manner deemed appropriate by the Landlord, unless otherwise agreed to in writing (i.e. extension of time to remove). Tenant expressly waives, for itself and for any person claiming through or under Tenant, any rights which Tenant or any such person may have under the provisions of Section 221 of the Real Property Actions and Proceedings Law and of any successor law of like import then in force in connection with any holdover or summary proceedings which Landlord may institute to enforce the foregoing provisions of this Article at the end of the term as expressed herein. Tenant's obligation to observe or perform this covenant shall survive the expiration or other termination of the term of this lease. If the last day of the term of this lease or any renewal hereof falls on a Sunday or a legal holiday, this lease shall expire on the business day immediately preceding. (B) Tenant acknowledges that possession of the Demised Premises must be surrendered to Landlord at the expiration or sooner termination of the term of this lease. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Demised Premises as aforesaid will be substantial, will exceed the amount of fixed minimum rent and additional rent theretofore payable hereunder, and will be impossible accurately to measure. Tenant therefore agrees that if possession of the Demised Premises is not surrendered to Landlord upon the expiration or sooner termination of the term of this lease, then notwithstanding anything to the contrary contained in this lease, Tenant shall pay to Landlord for each month and for each portion or any month during which Tenant holds 16

over in the demised premises after the expiration or sooner termination of the term of this lease, for use and occupancy, the aggregate sum of (i) two times the amount of the installment of the fixed minimum rent that was payable under this lease for the last month of the term hereof, plus (ii) one-twelfth of all items of annual additional rent which would have been payable monthly pursuant to this lease had its term not expired or been terminated, plus (iii) those items of additional rent (not annual additional rent) which would have been payable monthly pursuant to this lease had its term not expired or been terminated, which aggregate sum Tenant agrees to pay to Landlord upon demand, in full without setoff, and no extension or renewal of this lease shall be deemed to have occurred by such holding over, nor shall Landlord be precluded by accepting such aggregate sum for use and occupancy from exercising all rights and remedies available to it to obtain possession of the Demised Premises. (C) If Tenant shall default in surrendering the demised premises upon the expiration or termination of the term, Tenant's occupancy subsequent to such expiration or termination, whether or not with the consent or acquiescence of Landlord, shall be deemed to be that of a tenancy at will and in no event from month-to-month or from year-to-year, and it shall be subject to all the terms, covenants and conditions of this Lease applicable thereto, except with respect to the fixed minimum rent as hereinabove stated. Tenant hereby expressly waives any and all predicate notices to a holdover and Landlord may immediately proceed with a holdover Notice of Petition and Petition. QUIET ENJOYMENT 21. Landlord covenants and agrees with Tenant that upon Tenant paying the rent and additional rent and observing and performing all the terms, covenants and conditions on Tenant's part to be observed and performed, Tenant may peaceably and quietly enjoy the Demised Premises during the term of this lease without hindrance or molestation by anyone claiming by or through Landlord, subject, nevertheless, to the terms, covenants and conditions of this Lease. SIGNS 22. No sign or lettering of any nature may be put on or in any window, nor on the exterior of the Building or elsewhere within the Demised Premises such as shall be visible from the street, except with the written approval of the Landlord, which approval shall not be unreasonably withheld or delayed. 23. Intentionally Omitted. 17

RULES AND REGULATIONS 24. Tenant and Tenant's agents, employees, invitees, and licensees shall faithfully comply with the Rules and Regulations set forth in Exhibit "C" annexed hereto and made part hereof, and with such further Rules and Regulations as Landlord at any time may make and communicate in writing to Tenant which, in Landlord's judgment shall be necessary for the reputation, safety, care or appearance of the Building and the land allocated to it or the preservation of good order therein, or the operation or maintenance of the Building, and such land, its equipment, or the more useful occupancy or the comfort of the tenants or others in the Building. Landlord shall not be liable to Tenant for the violation of any of said Rules and Regulations, or the breach of any covenant or condition in any lease by any other tenant in the Building, provided such are applied in an equal and nondiscriminatory manner. In the event of a conflict between this Lease and the Rules and Regulations, the terms of this Lease shall prevail. ASSIGNMENT AND SUBLETTING 25. (A) Tenant, for itself, its successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Agreement, nor under let the Demised Premises or any part thereof or license or permit the Demised Premises or any part thereof to be used by others, without the prior written consent of the Landlord, which shall not be unreasonably withheld or delayed, and upon due compliance with the provisions of this Article. Notwithstanding the foregoing, no consent of Landlord will be required in connection with section 25(A), nor shall the provisions of section 25(B)(C)(F) apply, with respect to any assignments, underlets (including sublets), grant of any permission to use or license, concession or other right of occupancy of all or any portion of the Premises to (i) affiliated entity, parent entity or subsidiary entity, controlling, controlled by or under common control with the Tenant (including HCI Acquisition Corp. (H- Link On Call) and/or Safecom); or (ii) to a successor corporation in connection with a merger, consolidation or sale of substantially all of Tenant's business or substantially all of the stock of Tenant. (B) Prior to requesting the approval of Landlord to an assignment or subletting as hereinafter provided, Tenant shall, by written notice, offer to terminate this Lease and to vacate and surrender the Demised Premises to Landlord as of the last day of the calendar month which is at least sixty (60) days from the date of Tenant's notice and prior to the effective date of such proposed assignment or subletting. Simultaneously with said offer to terminate this Lease, Tenant shall advise the Landlord of all the terms, covenants and conditions of the Tenant's proposed sublease or assignment. A sublease of less than 40% of the Demised Area shall not give rise to Landlord' s recapture rights herein. The provisions of this subsection shall not be 18

applicable provided (i) in the case of a sublease(s) in excess of forty (40%) percent of the demised area, fifty (50%) percent of all rent and additional rent received by Tenant for sublease(s) in excess of the rent and additional rent received herein, shall be paid to Landlord within fifteen (15) days of receipt, as additional rent; and (ii) in the case of an assignment, fifty (50%) percent of any consideration paid to Tenant for said assignment, except that which is paid for Tenant's furniture, fixtures, equipment, leasehold improvements and goodwill shall be paid to Landlord within fifteen (15) days of receipt. In either of the foregoing cases, Tenant shall first deduct its expenses, including brokerage fees, advertising, free rent, reasonable attorneys fees and alterations performed by Tenant before submitting to Landlord. Landlord must exercise its recapture rights hereunder within fifteen (15) business days of receiving Tenant's notice. If Landlord has not exercised its right to recapture within said fifteen (15) days, then Landlord shall have forty five (45) days to approve of the proposed assignment or subletting. If Landlord shall not have reasonably rejected the proposed assignment or subletting within the forty five (45) day period, Landlord shall be deemed to have approved the proposed assignment or subletting. (C) With respect to any proposed subtenant or assignee, Tenant shall submit to Landlord the most recent fiscal year's financial statements of such person or entity as well as a description of the business of the person or entity. Upon Tenant's due compliance with the aforesaid provisions of this Article, Landlord agrees not to unreasonably withhold its consent to an assignment or subletting, provided that the Tenant is not then in default beyond any cure period under this Lease and that the proposed assignee or undertenant: (a) has a comparable financial position and net worth as tenant (b) is credit-worthy and (c) of good reputation. (D) No such assignment shall be effective until duplicate originals of such Assignment and Assumption Agreement wherein Assignee agrees to perform all the obligations of the Tenant under this lease in form reasonably satisfactory to Landlord are delivered to Landlord. (E) No sub-letting or assignment of the Demised Premises shall release or discharge the Tenant hereunder from any of its obligations to be performed under this Lease. (F) Notwithstanding anything contained in this Lease to the contrary, Landlord shall not be obligated to entertain or consider any request by Tenant to consent to any proposed assignment of this Lease or sublease unless Tenant pays Landlord's reasonable legal fees and reasonable related costs for third party services actually incurred to process the proposed assignment. Neither Tenant's payment nor Landlord's acceptance of any such payments shall be construed to impose any obligation whatsoever upon Landlord to consent to Tenant's request. 19

LANDLORD'S ACCESS TO PREMISES 26. (A) Landlord or Landlord's agents shall have the right to enter and/or pass through the Demised Premises at all times after reasonable notice during normal business hours, except in an emergency, in which case no notice shall be required and entrance may be made at any time, to examine same, and to show them to mortgagees, ground lessors, prospective purchasers or lessees or mortgagees of the Building, and to make such repairs, improvements or additions as Landlord may deem necessary and Landlord shall be allowed to take all material into and upon and/or through said Demised Premises that may be required therefore. During the six months prior to the expiration of the term of this Lease, or any renewal term, Landlord may exhibit the Demised Premises to prospective tenants or purchasers at all reasonable business hours subject to the preceding provision. If Tenant shall not be personally present to open and permit an entry into said premises at any time when for any reason an entry therein shall be necessary, Landlord or Landlord's agents may enter the same by a master key without rendering Landlord or such agent liable therefore. (B) Landlord shall have the right at any time, to change the arrangement and/or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets and other public parts of the Building, provided, same does not diminish Tenant's usable area or obstruct Tenant's access to the Demised Premises, or visibility of the Demised Premises. (C) Provided the Landlord complies with the terms hereof, the exercise by Landlord or its agents of any right reserved to Landlord in this Article shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord, or its agents, or upon any lessor under any ground or underlying lease, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise. Landlord agrees to use its best efforts to minimize interference with Tenant's business. SUBORDINATION 27. This Lease is subject and subordinate in all respects to all ground leases and/or underlying leases and to all present and/or future mortgages which may be placed on or affect such leases and/or the real property of which the Demised Premises forms a part, or any part of such real property and/or Landlord's interest or estate therein, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant shall execute and deliver promptly 20

any certificate that Landlord and or any mortgagee and/or the lessor under any ground or underlying lease and/or their respective successors in interest may reasonably request. Landlord shall use reasonable efforts to obtain a non-disturbance agreement from such entities. PROPERTY LOSS, DAMAGE REIMBURSEMENT 28. (A) Landlord or its agents shall not be liable for any loss of, or damage to, any property of Tenant by theft or otherwise, unless caused by the willful misconduct of Landlord, its agents, contractors, servants and/or employees. Landlord or its agents shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electrical, electrical disturbance, water, rain or snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature, unless caused by or due to the willful misconduct of Landlord, its agents, servants, contractors or employees; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in the Building or caused by operations of construction or any private, public or quasi-public work. If at any time any windows of the Demised Premises are temporarily closed or darkened incident to or for the purpose of repair, replacement, maintenance and/or cleaning in, on or about the Building or any part or parts thereof, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefore, nor abatement of rent, nor shall the same release Tenant from obligations hereunder nor constitute an eviction. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Building or of defects therein or in any fixtures or equipment of which Tenant has knowledge. (B) Tenant shall indemnify and save harmless Landlord against and from any and all claims by or on behalf of any person or persons, firm or firms, corporation or corporations arising from the omission of any Tenant work or thing whatsoever done by Tenant (other than by Landlord or its contractors or the agents or employees of either) in and on the Demised Premise during the term of this Lease and during the period of time, if any, prior to the specified commencement date that Tenant may have been given access to the Demised Premises for the purpose of making installations, and will further indemnify and save harmless Landlord against and from any and all claims arising from any condition of the Demised Premises due to or arising from any willful misconduct or breach of Lease or negligence of Tenant or any of its agents, contractors, servants, employees, licensees or invitees and against and from all reasonable costs, expenses, and liabilities incurred in connection with any such claim or claims or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by 21

reason of any such claim Tenant, upon notice from Landlord, agrees that Tenant, at Tenant's expense, will resist or defend such action or proceeding and will employ counsel therefore. DESTRUCTION - FIRE OR OTHER CASUALTY 29. If the Demised Premises shall be damaged by fire or other casualty Landlord, at Landlord's expense, shall promptly repair such damage to substantially the same condition as existed prior to such casualty. However, Landlord shall have no obligation to repair any damage to, or to replace, Tenant's personal property or any other property or effect of Tenant except if such fire or casualty was caused by the willful misconduct of Landlord or its agents, contractors or employees. If the entire Demised Premises shall be rendered unusable by reason of any such damage, the rent and additional rent shall abate for the period from the date of such damage to the date when such damage shall have been repaired, and if only a part of the Demised Premises shall be so rendered unusable, the rent and additional rent shall abate for such period in the proportion which the area of the part of the Demised Premises so rendered unusable bears to the total area of the Demised Premises. However, if, prior to the date when all of such damage shall have been repaired any part of the Demised Premises so damaged shall be rendered usable and shall be used or occupied by Tenant or any person or persons claiming through or under Tenant, the amount by which the rent and additional rent shall abate shall be equitably apportioned for the period from the date of any such use or occupancy to the date when all such damage shall have been repaired. Tenant hereby expressly waives the provisions of Section 227 of the New York Real Property Law and of any successor law of like import then in force and Tenant agrees that the provision of this Article shall govern and control in lieu thereof. Notwithstanding the foregoing provisions of this Section, if, prior to or during the Demised Term (i) the Demised Premises shall be totally damaged or rendered wholly unusable by fire or other casualty, and if Landlord shall decide not to restore the Demised Premises, or (ii) the Building shall be so damaged by fire or other casualty that total alteration, demolition or reconstruction of the Building shall be required, (whether or not the Demised Premises shall be damaged or rendered unusable), then, in any such events, Landlord, at Landlord's option, may give to Tenant within forty-five (45) days after such fire or other casualty, a thirty (30) days notice of termination of this lease and, in the event such notice is given, this Lease and the Demised Term shall come to an end and expire (whether or not said term shall have commenced) upon the expiration of said thirty (30) days with the same effect as if the date of expiration of said thirty (30) days were the Expiration Date, the rent and additional rent shall be apportioned and any prepaid portion of rent and additional rent for any period after such date of casualty shall be refunded by Landlord to Tenant. If such restoration is expected to take more than 365 days to complete, Tenant shall also have the right to terminate. Furthermore, if the Demised Premises shall be so damaged by 22

fire or other casualty during the last year of the term of this lease, such that the entire Demised Premises or a material part thereof shall be rendered unusable, Tenant shall have the right to terminate this Lease upon giving thirty (30) days notice of termination and this Lease and the Demised Term shall come to an end and expire upon the expiration of said thirty (30) days and the rent and additional rent shall be apportioned and any prepaid portion of rent and additional rent for any period after such date of casualty shall be refunded by Landlord to Tenant. 30. Intentionally Omitted. EMINENT DOMAIN 31. (A) In the event that the whole of the Demised Premises or access thereto, shall be lawfully condemned or taken in any manner for any public or quasi-public use, this Lease and the term and estate hereby granted shall forthwith cease and terminate as of the date of vesting of title. In the event that a material part of the Demised Premises shall be so condemned or taken, then effective as of the date of vesting of title, rent and additional rent hereunder shall be abated in an amount thereof apportioned according to the area of the Demised Premises so condemned or taken. In the event that a material part of the Building (in excess of 25%) shall be so condemned or taken, then Landlord (whether or not the Demised Premises be affected) may, at its option terminate this Lease and the term and estate hereby granted as of the date of such vesting of title by notifying Tenant in writing of such termination within forty-five (45) days following date on which Landlord shall have received notice of vesting of title. In the event that only a part of the Demised Premises shall be so condemned or taken and this Lease and the term and estate hereby granted is not terminated as hereinbefore provided, Landlord will, at its expense, promptly (but in all events in less than 120 days) restore the remaining portion of the Demised Premises as nearly as practicable to the same condition as it was in prior to such condemnation or taking. In the event that a material part of the Demised Premises (in excess of 25% of the Demised Premises) shall be so condemned or taken, then Tenant shall also have the right to terminate this Lease. (B) In the event of a termination in any of the cases herein above provided, this lease and the term and estate granted shall expire as of the date of such termination with the same effect as if that were the date hereinbefore set forth for the expiration of the term of this Lease, and the rent and additional rent hereunder shall be apportioned as of such date. (C) In the event of any condemnation or taking herein above mentioned of all or a part of the Building, Landlord shall be entitled to receive the entire award made for the value of the 23

estate vested by this Lease in Tenant, except that the Tenant may file a claim for any taking of removable fixtures owned by Tenant and for moving expenses incurred by Tenant. WASTE 32. Tenant will not do or suffer any waste or damage, disfigurement or injury to the Building or any part thereof. CERTIFICATE OF OCCUPANCY 33. (a) Tenant will not at any time use or occupy the Demised Premises in violation of the Certificate of Occupancy (temporary or permanent) issued for the Building or a portion thereof of which the Demised Premises form a part. (b) In the event a temporary certificate of occupancy ("t/c/o") is not obtained by October 1, 2002 and Tenant shall not have taken occupancy to the Demised Premises, Tenant may cancel this lease, and in such event, Landlord shall reimburse Tenant, within thirty days following Tenant's election to cancel the Lease, for the following reasonable expenses actually incurred by Tenant: professional services for the space, including architectural, expediters, engineering, contractors, reasonable legal fees, and any payments made by Tenant to Landlord, including the security deposit pursuant to paragraph 4 of this Lease. Tenant shall exercise such right to cancel by giving written notice thereof to Landlord within sixty (60) days from October 1, 2002, "Time Being of the Essence", unless the parties agree in writing to extend such time period. (c) In the event Tenant elects to take occupancy of the Demised Premises prior to Landlord's obtaining a t/c/o, as provided at paragraph "2" hereinabove, Tenant waives its right to cancel the Lease as a result of Landlord's failing to obtain a t/c/o by October 1, 2001, however, Tenant shall continue to have the right to cancel the Lease only, if, and when (1) Tenant is required to cease operations in the Demised Premises pursuant to governmental mandate in the form of an order issued by the City of New York or a court order or (2) if Tenant's insurance carrier refuses to continue coverage as a result thereof and Tenant is unable to obtain coverage elsewhere, proof of which shall be provided to Landlord (Tenant represents that if it elects to take possession of the Demised Premises prior to a t/c/o, it shall have first obtained the necessary insurance coverage with respect to the operation of its business). Prior to any cancellation of the Lease as a result of a lack of insurance coverage, as noted above, Landlord shall be given a period of thirty (30) days after written notice from Tenant in which to find a reputable insurance carrier 24

willing to provide coverage to Tenant, the costs and expense of which coverage shall be paid by Tenant, at comparable rates as that which was being paid by Tenant. (d) If Tenant cancels the lease, pursuant to paragraph 33(c), Tenant shall still be entitled to reimbursement, within thirty days following Tenant's election to cancel the Lease, of the following: (1) such expenses as are set forth in paragraph 33(b), (2) the cost and expenses for any alterations and improvements made by tenant to the Premises, (3) reasonable moving expenses actually incurred, and (4) any payments made by Tenant to Landlord, including security deposit pursuant to paragraph 4 of this Lease, with the exception that Tenant shall not be entitled to any reimbursement of rents paid. (e) Tenant's right to reimbursement of expenses pursuant to Section 33 (b) and (d) hereunder shall be limited to a maximum sum of $200,000.00. In no event shall Landlord be required to reimburse expenses in a greater sum, notwithstanding what the actual Tenant expenses may be. (f) Notwithstanding anything contained in this Section 33 of the Lease, Landlord indemnifies and agrees to save Tenant harmless from and against all fines, penalties, violations, losses, damages and reasonable expenses resulting from the actions, claims or orders of or imposed by governmental authorities only in connection with or arising out of Tenant's use, occupancy and operation in the Demised Premises during the pendency of Landlord's application for a t/c/o (both pre- or post- October 1, 2001) until the issuance of a valid t/c/o. DEFAULT 34. (A) The occurrence, at any time prior to or during the Demised Term, of any one or more of the following events shall be a default (referred to as "Events of Default"): (a) If Tenant shall default in the payment when due of any installment of rent or in the payment when due of any additional rent, and such default shall continue for a period of ten (10) days after notice by Landlord to Tenant of such default; or (b) If Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant's part to be observed or performed (other than the covenants for the payment of rent and additional rent) and Tenant shall fail to remedy such default within thirty (30) 25

days after notice by Landlord to Tenant of such default, or if such default is of such a nature that it cannot be completely remedied within said period of thirty (30) days and Tenant shall not commence curing such default within said period of thirty (30) days, or shall not thereafter diligently prosecute to completion, all steps necessary to remedy such default; or (c) If Tenant shall file a voluntary petition in bankruptcy or insolvency, or shall be adjudicated bankrupt or become insolvent, or shall file any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute of law, or shall make an assignment for the benefit of creditors or shall seek or consent to, or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any part of Tenant's property; or (d) If, within seventy-five (75) days after the commencement of any proceeding against Tenant, whether by the filing of a petition or otherwise seeking any reorganization, arrangement, composition, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, such proceedings shall not have been dismissed, or if within seventy-five (75) days after the appointment of any trustee, receiver or liquidator of Tenant, or of all or any part of Tenant's property, without the consent or acquiescence of Tenant such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of Tenant's property pursuant to which the Demised Premises shall be taken or occupied or attempted to be taken or occupied and not dismissed within seventy-five (75) days; or (e) If the Demised Premises shall become vacant, deserted or abandoned by Tenant; or (f) If Tenant's interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise, except for (i) those transfers permitted under section "25" herein, (ii) a transfer of Tenant's stock by public offering on a nationally recognized stock exchange, (iii) transfers of Tenant's stock to or among Tenant's existing shareholders or their respective family members or which is being done for estate planning purposes, or (iv) a transfer of Tenant's stock as part of a so-called "going private" transaction. (B) Upon the occurrence, at any time prior to or during the Demised Term, of any one or more of such Events of Default, Landlord, at any time thereafter, at Landlord's option, may give 26

to Tenant a five (5) days notice of termination of this Lease, in which event, this Lease and the Demised Term shall come to an end and expire (whether or not said term shall have commenced) upon the expiration of said five (5) days with the same effect as if the date of expiration of said five (5) days were the Expiration Date of the lease but Tenant shall remain liable for damages as provided in this Lease. (C) Any monies received by Landlord from or on behalf of Tenant during the pendency of any proceeding hereunder shall be deemed paid as compensation for the use and occupancy of the Demised Premises and the acceptance of any such compensation by Landlord shall not be deemed a waiver on the part of Landlord of any rights under this Article. (D) In the event Landlord shall default in the performance of or observance of any material term, covenant or condition of this Lease on Landlord's part to be performed and Landlord shall fail to remedy such default within thirty (30) days after notice by Tenant to Landlord of such default, or if such default is of such a nature that it cannot be completely remedied within said period of thirty (30) days and Landlord shall not commence curing such default within such thirty (30) days, or shall not thereafter diligently prosecute to completion the cure of such default, then, in such event, Tenant shall have the right to pursue whatever remedies it may have under this Lease or all rights and remedies at law or in equity to which Tenant may be entitled, including the recovery of reasonable attorneys fees. (E) If Tenant shall default in the payment when due of any installment of rent or in the payment when due for any additional rent and such default shall continue for a period of ten (10) days after notice by Landlord to Tenant of such default, or if this Lease and the Demised Term shall expire and come to an end as provided in this Article: (a) Landlord and its agents and servants may immediately or at any time after such Event of Default or after the date upon which the Lease and the Demised Term shall expire and come to an end, re-enter the Demised Premises or any part thereof, with notice, by summary proceedings or by any other applicable action or proceeding and after obtaining an order of a court of competent jurisdiction authorizing same, and may repossess the Demised Premises and dispossess Tenant and any other persons from the Demised Premises and remove any and all of their property and effects from the Demised Premises; and (b) Landlord, at Landlord's option, may relet the whole or any part or parts of the Demised Premises from time to time either in the name of Landlord or otherwise, to such tenant 27

or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions, which may include concessions and free rent periods, as Landlord, in its reasonable discretion, may determine. Landlord shall in no event be liable for refusal or failure to relet the Demised Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon any such reletting, and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease. Landlord at Landlord's option, may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Demised Premises as Landlord, in its discretion considers advisable or necessary in connection with any such reletting without relieving Tenant of any liability under this Lease or otherwise affecting any such liability. (F) Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does hereby waive any and all rights which Tenant and all such persons might otherwise have under any present or future law to redeem the Demised Premises, or to re-enter or repossess the Demised Premises, or to restore the operation of this Lease, after (i) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge or (ii) re-entry by Landlord, or (iii) any expiration or termination of this Lease and the Demised Term, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease. SPRINKLERS 35. Anything elsewhere in this Lease to the contrary notwithstanding, if the New York Board of Fire Underwriters or New York Fire Insurance Exchange or any bureau, department, official of the federal, state or city government require the installation of a sprinkler system or that any changes, modifications, alterations, or additional sprinkler heads or other equipment be made or supplied in an existing sprinkler system by reason of Tenant's business, or if any such sprinkler system installations, changes, modifications, alterations, additional sprinkler heads or other such equipment become necessary to prevent the imposition of a penalty or charge against the full allowance for a sprinkler system in the fire insurance rate set by any said Exchange or any fire insurance company, Tenant shall, at Tenant's expense, promptly make such sprinkler system installations, change, modifications, alterations, and supply additional sprinkler heads or other equipment as required. DAMAGES 36. (A) If this Lease and the Demised Term shall expire and come to an end as provided in this Lease or by or under any summary proceeding, or any other action or proceeding or if 28

Landlord shall re-enter the Demised Premises under any summary proceedings or any other action or proceeding then, in any of said events: (a) Tenant shall pay to Landlord all rent, additional rent and other charges payable under this Lease by Tenant to Landlord to the date upon which this Lease and the Demised Term shall have expired and come to an end or to the date of re-entry upon the Demised Premises by Landlord, as the case may be; and (b) In the event of a default under section "34", Tenant shall also be liable for, and shall pay to Landlord, as liquidated and agreed final damages, any deficiency (referred to as "Deficiency") which is the sum equal to the amount by which the rent and additional rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the Demised Term (excluding any unexercised extension option) exceeds the net amount, if any, of rents collected under any re-letting of any part of such period (first deducting from the rents collected under any such re-letting all of Landlord's reasonable and actual expenses regarding such re-letting including, but not limited to, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, alteration costs and other expenses of preparing the Demised Premises for such re-letting). Any such Deficiency shall be paid in monthly installments by Tenant on the days specified in this Lease for payment of installments of rent. Landlord shall be entitled to recover from Tenant each monthly Deficiency as the same shall arise, and no suit to collect the amount of the Deficiency for any month shall prejudice Landlord's rights to collect the Deficiency for any subsequent month by a similar proceeding. (B) If the Demised Premises, or any part thereof, shall be relet together with other space in the Building, the rent collected or reserved under any such re-letting and the expenses of any such re-letting shall be equitably apportioned for the purpose of this Article. Tenant shall in no event be entitled to any rents collected or payable under any re-letting, whether or not such rents shall exceed the rent reserved in this Lease. Solely for the purposes of this Article, the term "rent" as used in Section (A) shall mean the rent in effect immediately prior to the date upon which this Lease and the Demised Term shall have expired and come to an end, or the date of reentry upon the Demised Premises by Landlord, as the case may be, plus any additional rent payable immediately preceding such event. SUMS DUE LANDLORD 37. If Tenant shall default after notice and the expiration of any applicable cure period, in the performance of any covenants on Tenant's part to be performed in this Lease contained, 29

Landlord may immediately, or at any time thereafter, perform the same for the account of the Tenant. Tenant shall reimburse and compensate Landlord as additional rent for all expenditures made by, or damages or fines sustained or incurred by Landlord due to Tenant's non-performance or non-compliance with or breach or failure to observe any term, covenants or conditions of this Lease, on Tenant's part to be kept, observed, performed or complied with. If Landlord at any time is compelled to pay or elects to pay any sum of money, or do any act which will require the payment of any sum of money, by reason of the failure of Tenant to comply with any provision hereof, or, if Landlord is compelled to do or does incur any expense including reasonable attorney's fees, instituting, prosecuting and/or defending any action or proceeding instituted by reason of any default of Tenant hereunder, the sum or sums so paid by Landlord with all interest and costs, shall be deemed to be additional rent hereunder and shall be due from Tenant to Landlord on the first day of the month following the incurring of such respective expenses, or at Landlord's option on the first day of any subsequent month. Tenant's obligations under this Article shall survive the expiration or sooner termination of the Demised Term. NO WAIVER 38. (A) No act or thing done by Landlord or Landlord's agents during the term hereby demised shall be deemed an acceptance of surrender of said Demised Premises and no agreement to accept such surrender of the Demised Premises shall be valid unless in writing signed by Landlord. No employee of Landlord or of Landlord's agents shall have any power to accept the keys of said Demised Premises prior to the termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord's agents shall not operate as a termination of this Lease or a surrender of the Demised Premises. The failure by landlord to seek redress for violation of, or to insist upon the strict performance of, any covenants or conditions of this Lease, or any of the Rules and Regulations annexed hereto and made part hereof or hereafter reasonably adopted by Landlord, shall not prevent a subsequent act, which would have originally-constituted a violation, from having all the force and effect of an original violation. The failure by Landlord to enforce any of the Rules and Regulations annexed hereto and made part hereof, or hereafter reasonably adopted, against Tenant and/or any other tenant in the Building shall not be deemed a waiver of any such Rules and Regulations. No provision of this Lease shall be deemed to have been waived by Landlord, unless such waiver be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to 30

Landlord's right to recover the balance of such rent or pursue any other remedy in this Lease provided. (B) Landlord's failure to timely render a Landlord's Statement with respect to any increase in real estate taxes or operating expenses shall not prejudice Landlord's right to render a Landlord's Statement with respect to any Escalation Year, provided such statement is rendered within twenty-four (24) months of the end of the Escalation Year. The obligation of Tenant with respect to real estate taxes and operating expenses shall survive the expiration or any sooner termination of the Demised Term. WAIVER OF TRIAL BY JURY 39. To the extent such waiver is permitted by law, Landlord and Tenant hereby waive trial by jury in any action or proceeding brought by Landlord or Tenant against the other on any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, the use or occupancy of the Demised Premises by Tenant or any person claiming through or under Tenant, any claim of injury or damage, and any emergency or other statutory remedy, except personal injury claim. The provisions of the foregoing sentence shall survive the expiration or any sooner termination of the Demised Term. If Landlord commences any summary proceeding for nonpayment of rent and/or for possession of the Demised Premises, Tenant agrees not to interpose any non-compulsory counterclaim of whatever nature or description in any such proceeding. Nothing herein shall prohibit Tenant from bringing a separate action against the Landlord. BILLS AND NOTICES 40. Except as otherwise expressly provided in this Lease, any bills, statements, notices, demands, requests or other communications given or required to be given under this Lease shall be effective only if rendered or given in writing, sent by Registered or Certified Mail (return receipt requested), addressed (A) to Tenants at Tenant's address set forth in this Lease if mailed prior to Tenant's taking possession of the Demised Premises or at the Demised Premises if mailed subsequent to Tenant's taking possession of the Demised Premises, with a copy to Jay Korn, Esq., Korn & Spirn, Hempstead Executive Plaza, 50 Clinton Street, Hempstead, New York 11550, and (B) to Landlord at Landlord's address set forth in this Lease, with a copy to Mihos, Karabelas & Papagianopoulos LLP, 28-18 31St Street, Suite 202, Astoria, New York 11102 or (C) addressed to such other address as either Landlord or Tenant may designate as its new address for such purpose by notice given to the other in accordance with the provisions of this Article. Any such 31

bills, statements, notices, demands, requests or other communications shall be deemed to have been rendered or given on the date when it shall have been mailed as provided in this Article. INABILITY TO PERFORM 41. If, by reason of strikes or other labor disputes, fire or other casualty, accidents, orders or regulations of any Federal, State, County or municipal authority, or any other cause beyond Landlord's control, whether or not such other cause shall be similar in nature to those hereinbefore enumerated, Landlord is unable to furnish or is delayed in furnishing any utility or service required to be furnished by Landlord under the provisions of this Lease or any collateral instrument, or is unable to perform or make or is delayed in performing or making any installations, decorations, repairs, alterations, additions or improvements, whether or not required to be performed or made under this Lease, or under any collateral instrument, or is unable to fulfill or is delayed in fulfilling any of Landlord's other obligations under this Lease, or any collateral instrument, no such inability or delay shall constitute an actual or constructive eviction, in whole or in part or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reasons of the inconvenience or annoyance to Tenant, or injury to, or interruption of Tenant's business. INTERRUPTION OF SERVICE 42. Landlord reserves the right to stop the services of the air conditioning, elevator, escalator, plumbing, electrical or other mechanical systems or facilities in the Building when necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvement, which, in the judgment of Landlord are necessary, until said repairs, alterations, replacements or improvements shall have been completed, provided Landlord (i) uses its best efforts to restore such services as quickly as possible and (ii) performs such work at times and in a manner so as to minimize interference with Tenant's business. Tenant must receive five days prior written notice. The exercise of such rights by Landlord shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business. CONDITIONS OF LANDLORD'S LIABILITY 43. (A) Tenant shall not be entitled to claim a constructive eviction from the Demised Premises unless Tenant shall have first notified Landlord of the condition or conditions giving 32

rise thereto, and unless Landlord shall have failed to remedy such conditions within a reasonable time after receipt of such notice, (B) Subject to Tenant's rights set forth in section "33", if Landlord shall be unable to give possession of the Demised Premises on any date specified for the commencement of the term by reason of the fact that the premises have not been sufficiently completed to make the premises ready for occupancy, or for any other reason which is not the fault of the Landlord, Landlord shall not be subject to any liability for the failure to give possession on said date, nor shall such failure in any way affect the validity of this Lease or the obligations of Tenant hereunder. TENANT'S TAKING POSSESSION 44. (A) Tenant by entering into occupancy of the premises shall be conclusively deemed to have agreed that Landlord up to the time of such occupancy had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. (B) If Tenant shall use or occupy all or any part of the Demised Premises for the conduct of business prior to the Term Commencement Date, such use or occupancy shall be deemed to be under all of the terms, covenants and conditions of this Lease. FINANCING REQUIREMENTS 45. If, in connection with obtaining financing or refinancing for the Building of which the demised premises form a part, a banking, insurance or other institutional lender shall request modifications to this Lease as a condition to such financing or refinancing, Tenant will not unreasonably withhold, delay or defer its consent thereto; provided, however, that such modifications do not increase the obligations of Tenant hereunder (except, perhaps, to the extent that Tenant may be required to give notices of any defaults by Landlord to such lender and/or permit the curing of such defaults by such lender to get possession of the Building) or materially adversely affect the leasehold interest hereby created. In no event shall a requirement that the consent of any such lender be given for any modification of this Lease or any assignment or sublease, be deemed to materially adversely affect the leasehold interest hereby created. ENTIRE AGREEMENT 46. This Lease contains the entire agreement between the parties and all negotiations and agreements are merged herein, except as set forth herein. Neither party has made any representations or statements, or promises, upon which the other has relied regarding any matter 33

or thing relating to the Building or the Demised Premises, or any other matter whatsoever, except as is expressly set forth in this Lease, including but without limiting the generality of the foregoing, any statement, representation or promise as to the fitness of the Demised Premises for any particular use, the services to be rendered to the Demised Premises or the prospective amount of any item of additional rent. No oral statement, representation or promise whatsoever with respect to the foregoing or any other matter made by Landlord or Tenant, their agents or any broker, whether contained in an affidavit, information circular, or otherwise shall be binding upon the Landlord or Tenant. This Lease may not be changed, modified or discharged, in whole or in part, orally and no agreement shall be effective to change, modify or discharge, in whole or in part, this Lease or any obligations under this Lease, unless such agreement is set forth in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought. All references in this Lease to the consent or approval of Landlord shall be deemed to mean the written consent of Landlord, or the written approval of Landlord, as the case may be, and no consent or approval of Landlord shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord. VAULT, VAULT SPACE, AREA 47. No vaults, vault space or area, whether or not enclosed or covered, not within the property line of the Building is leased hereunder, anything contained in or indicated on any sketch, blueprint or plan, or anything contained elsewhere in this Lease to the contrary notwithstanding. Landlord makes no representation as to the location of the property line of the Building. All vaults and vault space and all such areas not within the property line of the Building, which Tenant may be permitted to use and/or occupy, is to be used and/or occupied under a revocable license, and if any such license be revoked, or if the amount of such space or area be diminished or required by any federal, state or municipal authority or public utility, Landlord shall not be subject to any liability nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such revocation, diminution or requisition be deemed constructive or actual eviction. Any tax, fee or charge of municipal authorities for such vault or area shall be paid by Tenant, provided Tenant continues to use or occupy same. DEFINITIONS 48. The term "Landlord" as used in this Lease means only the owner, or the mortgagee in possession, for the time being of the land and Building (or the owner of a Lease of the Building or of the land and Building) of which the Demised Premises form a part, so that in the event of any sale or sales of said land and Building or of said Lease, or in the event of a lease of the Building, or of the land and Building, the said Landlord shall be and hereby is entirely freed and relieved of 34

all covenants and obligations of Landlord hereunder accruing after the date of such sale or lease, and it shall be deemed and construed as a covenant running with the land without further agreement between the parties or their successors in interest, or between the parties and the purchaser, at any sale, or the lessee of the Building, or of the land and Building, that the purchaser or the lessee of the Building assumes and agrees to carry out any and all covenants and obligations of Landlord hereunder. The words "re-enter" and "re-entry", and "re-entered" as used in this Lease are not restricted to their technical legal meanings. The term "business days" as used in this Lease shall exclude Saturdays (except such portion thereof as is covered by specific hours in Article 5 hereof), Sundays and all days observed by State or Federal Government as legal holidays (which shall not include days when the New York Stock Exchange is open for trading). The terms "person" and "persons" as used in this Lease shall be deemed to include natural persons, firms, corporations, associations and any other private or public entities, whether any of the foregoing are acting on their behalf or in a representative capacity. SUCCESSORS, ASSIGNS, ETC. 49. The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributees, executors, administrators, successors, and except as otherwise provided in this Lease, their respective assigns. 50. Intentionally Omitted. BROKER 51. Both parties represent and warrant that Major Development Inc. were the sole Broker(s) who brought about this transaction. Each party agrees to indemnify and hold harmless the other from any claims of any other Broker with respect to this Lease. Landlord agrees to pay Broker pursuant to separate agreement and to indemnify and hold Tenant harmless from any claims of any other broker with respect to this Lease. CAPTIONS 52. The captions are included only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Lease nor the intent of any provisions thereof. NONLIABILITY OF LANDLORD 53. Neither Landlord, as an entity, nor Landlord or any successor in interest, if an individual (which term as used herein includes aggregates of individuals, such as joint ventures, 35

general or limited partnerships or associations or limited liability companies), shall be under personal liability with respect to any of the provisions of this Lease, and if Landlord hereto is in breach or in default of or with respect to its obligations under this Lease, Tenant shall look solely to the equity of such Landlord or individual in the land and Building, and any proceeds from the sale of same and insurance proceeds, of which the Demised Premises form a part for the satisfaction of Tenant's remedies and in no event shall Tenant attempt to secure any personal judgment against Landlord or any partner, employee or agent of Landlord by reason of such default by Landlord. RESTRICTION ON RENTS 54. If at the commencement of, or at any time or times during the term of this Lease, the Minimum Rent or Additional Rent reserved in this Lease shall not be fully collectible by reason of any federal, state, county or city law, proclamation, order or regulation, or direction of any public officer or body pursuant to law, Tenant shall enter into such agreements and take such other steps as Landlord may request and as may be legally permissible to permit Landlord to collect the maximum rents which may, from time to time during the continuance of such legal rental restriction, be legally permissible (and not in excess of the amounts reserved therefore under this Lease). Upon the termination of such legal rent restriction prior to the expiration of the term of this Lease, (a) the rents shall become and thereafter by payable hereunder in accordance with the amounts reserved in this Lease for the periods following such termination, and (b) Tenant shall pay to landlord, if legally permissible, an amount equal to the rents which would have been paid pursuant to this Lease but for such legal rent restriction, less the rents paid by Tenant to Landlord during the period(s) said legal rent restriction was in effect. 55. Intentionally Omitted. MISCELLANEOUS 56. (A) This lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this lease to be drafted. Further, if any provision of this lease shall, to any extent, be invalid or unenforceable, the remainder hereof shall not be affected thereby, and each provision of this lease shall be enforceable to the fullest extent permitted by law. (B) Whenever in this lease any words of obligation or duty are used and/or implied herein, such words shall have the same force and effect as though made in form of covenants. 36

(C) All rights and remedies herein given to Landlord in this lease, and all other rights and remedies allowed by law or in equity, are hereby reserved by the Landlord as distinct, separate and cumulative rights and remedies, and no one of them, whether exercised by Landlord or not, shall be deemed to be in exclusion of any of the others. (D) The submission of this lease for examination by Tenant does not constitute an offer by Landlord or reservation of an option for the demised premises, and this lease shall become effective as a lease only when and if fully executed copies thereof are executed and exchanged between Landlord and Tenant. (E) Tenant shall not place any load on the floor of the demised premises exceeding the floor load per square foot for which it is designed to carry and which is allowed by law. 57. Intentionally Omitted. INDEMNIFICATION 58. (A) Tenant hereby agrees to defend, indemnify and hold Landlord harmless from and against any and all liability, damages, fines, suits, claims, demands and actions by or against anyone, and costs and expenses of any kind or nature (including but not limited to reasonable attorneys' fees and expenses), due to, arising out of, based upon or connected with, except if caused by the negligent acts or omissions of Landlord: (i) Any breach, violation or non-performance of any covenant, condition or agreement in this lease set forth and contained on the part of Tenant to be fulfilled, kept, observed and performed; and/or (ii) Any loss or damage to person or property occasioned by or arising out of or in connection with the use and occupancy of the demised premises by Tenant, its employees, agents, customers, invitees, contractors or subcontractors, or by any use or occupancy which Tenant may permit or suffer to be made of the demised premises; and/or (iii) Injury to, or death of, any person or persons (including but not limited to Tenant's customers and employees) occurring in the demised premises. (B) Tenant shall, at its own cost and expense, defend any and all actions, suits and proceedings which may be brought against, and Tenant shall pay, satisfy and discharge any and 37

all judgments, orders and decrees which may be made or entered against, Landlord, its principals, disclosed or undisclosed, with respect to, or in connection with, any of the foregoing. The comprehensive general liability coverage maintained by Tenant pursuant to this Lease shall specifically insure the contractual obligations of Tenant as set forth in this Article and/or as provided in this Lease. (C) If Landlord is made a party to any action, Landlord shall be entitled to appear, defend or otherwise take part in the matter involved, at its election, by counsel of Landlord's own choosing, at Tenant's cost and expense, provided such action by Landlord does not limit or make void any liability of any insurer of Landlord or Tenant hereunder in respect to the claim or matter in question. CERTIFICATIONS 59. Tenant shall, without charge, at any time and from time to time, within five days after written request from Landlord, certify by written instrument, duly executed, acknowledged and delivered, to Landlord or, at Landlord's request, to any mortgagee, assignee of any mortgage or purchaser, or any proposed mortgagee, proposed assignee of any mortgage or proposed purchaser, or any other person, firm or corporation specified by Landlord: (i) that this lease is unmodified and in full force and effect (or, if there has been modification, that the same is in full force and effect as modified and stating the modifications); (ii) whether or not either Landlord or Tenant is in default in the performance of any of the terms, covenants or conditions of this lease and, if in default, specifying each such default; and (iii) the dates, if any, to which the fixed minimum rent, additional rent and other charges hereunder have been paid in advance. It is intended that any such certificate delivered pursuant to this Article may be relied upon by Landlord, by any prospective purchaser of the building, the mortgagee of any mortgage, and by any other person, firm or corporation specified by Landlord. In the event Tenant may require a similar certificate, Landlord shall provide same. 38

NO LIENS, ENCUMBRANCES 60. (A) No person or entity other than Landlord shall have any power, right or authority to do or allow any act or make any contract which would create any lien, mortgage or other encumbrance upon the demised premises or the parcel of land on which the demised premises is located, or of any improvements thereon, or of any interest of Landlord therein. Nothing contained in this lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, architect, laborer or materialman for the performance of any labor or the furnishing of any material for, in, to or on the demised premises. If Tenant shall cause or allow any installation, alteration, addition, decoration, repair, replacement, renewal or improvement to be made to the demised premises or to the building, or cause or allow any labor to be performed or material to be furnished therein or thereon, or purchase any fixtures, chattels or equipment for use in the demised premises, neither Landlord nor the demised premises nor the land or building shall be liable for the payment of any expense incurred or for the value of any work done or material furnished, or fixtures, chattels or equipment purchased for use in the demised premises, but all such installations, alterations, additions, decorations, fixtures, chattels and equipment, repairs, replacements and improvements and labor, services and materials shall (except as hereinafter expressly provided) be made, furnished and purchased for cash and without chattel mortgage financing or any other form of financing at Tenant's own expense, and Tenant shall be solely and wholly responsible to its contractors, subcontractors, laborers, suppliers, architects and materialmen who perform or furnish such labor services and/or material, fixtures, chattels and equipment. Under no circumstances shall Tenant at any time purchase and/or install any furniture, furnishings, fixtures, chattels or equipment for use in the demised premises, nor any additions thereto, or any renewals thereof or replacements or substitutions therefor, upon terms and conditions wherein and whereby a lien shall or may be filed against the real estate, or against Landlord or its title or interest in the real estate. Notwithstanding the foregoing, Tenant shall not be prohibited from encumbering its furniture and such of its equipment located in the demised premises as shall constitute solely personal property and which shall not become or be deemed to become part of the realty, and such of its trade fixtures as may be removed without damage or injury to the realty, by security agreements executed under the Uniform Commercial Code and from filing Financing Statements (UCC-1's) appropriately with governmental authorities in connection with such security agreements. (B) The participation by Landlord or of any of Landlord's representatives in any conference with any architect, engineer, contractor, subcontractor, materialman, laborer or other person or firm retained by Tenant to perform work or furnish labor or services for the demised 39

premises, shall not make Landlord or any of Landlord's representatives liable for the payment of any portion of the cost of such work, or entitle any architect, engineer, contractor, subcontractor, materialman or laborer to file any mechanic's lien against the demised premises, or the building of which the same form a part, or against Landlord. (C) This lease shall constitute notice to the world that no mechanic's lien may or can be filed validly against Landlord in connection with the demised premises, without Landlord's express written consent thereto, at any time throughout the term of this lease. Any mechanic's lien filed against the demised premises, or the building of which the same form a part, for work claimed to have been done for or materials claimed to have been furnished to Tenant, (a) shall be discharged of record by Tenant at Tenant's expense within thirty (30) days after written notice thereof by Landlord, by payment, deposit, bond and order of a court of competent jurisdiction, or otherwise, as may be required by law and (b) either a release or satisfaction of lien shall be filed with the County Clerk of the county in which the Building is situated within such thirty (30) day period, and (c) a copy of such release or satisfaction, as the case may be, certified by the County Clerk shall be delivered to Landlord within three (3) days after such filing. Tenant's failure to do so shall be deemed a material breach of this lease. (D) In the event such mechanic's lien is not discharged timely, as aforesaid, Landlord may discharge same for the account of and at the expense of Tenant by payment, bonding or otherwise, without investigation as to the validity thereof or of any offsets or defenses thereto, and Tenant, within five (5) days after being billed therefore, shall promptly reimburse Landlord, as Additional Rent, for all costs, disbursements, fees and expenses, including without limitation, legal fees, incurred in connection with so discharging said mechanic's lien, together with interest thereon from the time or times of payment until reimbursement by Tenant. Tenant shall, within fifteen (15) days of demand therefore by Landlord, pay to Landlord as Additional Rent, Landlord's reasonable legal fees and disbursements, but the foregoing shall not limit the extent of Tenant's liability as set forth above. (E) In the event such mechanic's lien is not discharged timely, as aforesaid, Landlord, in addition to all other rights granted to Landlord in this Lease and without limitation, may institute a dispossess summary proceeding based upon such failure to discharge any such lien. In the event Tenant fails to deliver to Landlord the certified copy of the release or satisfaction required hereunder within the time period provided for the delivery thereof to Landlord, Landlord shall have the right to assume that such mechanic's lien has not been discharged and Landlord shall 40

have all of the rights and remedies provided for herein based upon Tenant's failure to discharge any such lien. (F) It is further expressly understood and agreed between the parties hereto that Landlord may apply all or a portion of the security deposit made by Tenant hereunder toward discharging any such mechanic's lien and the cost, expenses, fees and disbursements, including, without limitation, legal fees, in connection therewith. Upon notification by Landlord of the application of all or a portion of the security deposited by Tenant, Tenant shall, within five (5) days after receipt of said notice, restore the security deposit to such amount held by Landlord prior to application thereof. Tenant's failure or refusal to restore the security as aforesaid within said five (5) day period shall constitute a material default under this Lease. TENANT'S OPERATING OBLIGATIONS 61. Tenant covenants and agrees that during the term of this Lease: (A) Tenant shall at its sole cost and expense obtain and maintain throughout the term of this lease all licenses, permits and authorizations required in order to enable it to properly and lawfully conduct its business in the demised premises, it being expressly understood and agreed, however, that the failure on the part of Tenant to obtain or to maintain any of such licenses, permits or authorizations, or extensions or renewals thereof, shall not release or relieve Tenant from the performance and observance by it of all of its obligations under this lease. Tenant covenants and agrees that, upon written request of Landlord, it shall, within thirty (30) days from the date of the request, furnish Landlord with an up-to-date copy of any permit or license required by any authority having jurisdiction therein for Tenant to conduct business at the demised premises. In the event Tenant fails to submit to Landlord, upon request, the items called for hereunder, such failure shall be a default under the terms of this Lease. (B) Tenant shall maintain any plumbing in the demised premises and shall not dispose of any foreign substances in the plumbing facilities which are damaging to the plumbing or which are illegal to dispose of through the plumbing. Tenant shall not permit any waste, or other foreign substances to be thrown or drawn into the pipes. Tenant shall maintain the plumbing in good order, repair and condition, and repair any damage resulting from any violation of this paragraph. At Tenant's sole cost and expense Tenant shall make any repairs to the other plumbing in the Building, if damage results from Tenant's improper use of the plumbing in the Building or demised premises. 41

(C) Tenant shall retain a licensed professional exterminating service which will service the demised premises, if necessary, so as to keep the demised premises free of vermin. (D) Tenant agrees that (i) Landlord shall have the right to prohibit the use by Tenant of any method of operation, advertising or interior display if, in Landlord's reasonable opinion, the use thereof would impair the reputation of the building in which the demised premises are located, or is otherwise out of harmony with the general character thereof, and upon notice from Landlord, Tenant shall forthwith refrain from or discontinue such activities, (ii) Tenant will, upon Landlord's request, reprimand any of Tenant's employees who shall violate any of the provisions of this Lease or the rules and regulations relating to the Building, and (iii) Tenant will not encumber or obstruct or permit to be encumbered or obstructed any hallway, service elevator, stairway or passageway in the Building. (E) Tenant covenants and agrees that throughout the term, it shall not unreasonably suffer, allow or permit any offensive or obnoxious vibration, noise, odor or other undesirable effect to emanate from the demised premises, or any machine or other installation therein, or otherwise unreasonably suffer, allow or permit any such obnoxious vibration, noise, odor or other undesirable effect to constitute a nuisance or otherwise interfere with the safety, comfort or convenience of Landlord, or other tenants, occupants, customers agents, or invitees or any other person(s) lawfully in or upon the Building and upon Landlord's notice to Tenant, Tenant shall within fifteen (15) days thereof remove or control the same, and if any such condition is not so remedied, then Landlord may, at its discretion, either: (i) cure such condition and add any cost and expense incurred by Landlord therefore to the next installment of Minimum Rent due under this Lease, and the Tenant shall then pay said amount as Additional Rent hereunder; or (ii) treat such failure by Tenant to remedy such condition as a material default of this Lease, entitling the Landlord to any of its remedies pursuant to the terms of this Lease. (F) Tenant shall, throughout the term of this Lease, maintain, repair, service and replace when necessary, all doors leading into and out of the demised premises and all hardware appurtenant thereto, including, but not limited to, locks, hinges, silencers, door stops, door jams, door closers, latchsets, flushbolts, door frames, thresholds and door knobs. Landlord shall have no liability or obligation whatsoever regarding the maintenance, repair, service and replacement of the foregoing. (G) Intentionally Omitted. 42

(H) Tenant will accumulate all of its garbage, rubbish and refuse (which term "refuse" as used in this lease shall mean and include, but not be limited to crates, boxes, containers, papers, bottles, and similar items) for disposal only within the interior of the demised premises and in well covered sealed sanitary plastic bags or containers designed to prevent odors and vermin of any kind from emanating therefrom. Tenant shall further handle and dispose of all rubbish, garbage and waste from Tenant's operations in accordance with rules and regulations established by Landlord. (I) Tenant shall not change (whether alteration, replacement, rebuilding or otherwise) the exterior color and/or architectural treatment of the demised premises or of the Building or any part thereof without the approval of Landlord not to be unreasonably withheld or delayed. (J) Tenant shall not subject any fixtures or equipment in or on the demised premises which are affixed to the realty, to any mortgages, liens, conditional sales agreements, security interests or encumbrances. (K) Tenant shall not perform any act or carry on any practice which may damage, mar or deface the demised premises or any other part of the Building. (L) Tenant shall not install, operate or maintain in the demised premises any electrical equipment which will overload the electrical system therein, or any part thereof, beyond its reasonable capacity for proper and safe operation, as determined by Landlord, in light of the overall system and requirements therefore in the Building, or which does not bear underwriters' approval. Landlord recognizes and agrees that Tenants installation of computers, typewriters, printers, as well as other typical office equipment, as well as the installation of a T-1 line and fiber optics will not affect same. (M) Tenant shall not suffer, allow or permit the erection or display in, on or from the demised premises any exhibits, banners, decorations, flags, bunting or any other similar or dissimilar kind or form of description or display without Landlord's prior written consent in each instance not to be unreasonably withheld or delayed. (N) Tenant shall not record or attempt to record or permit the recording of this lease, any memorandum of this lease, any assignment of this lease, any sublease of the demised premises or any other instrument relative to this lease. 43

HAZARDOUS MATERIALS 62. (A) Tenant shall not deposit, dump, store or pour on any part of the soil of the demised premises, or permit the accumulation on the demised premises of dry or liquid waste, chemicals, solvents or other material, garbage, property no longer used by Tenant or any other substance or material which, if left on the demised premises, could cause injury to the health of or discomfort to persons in the neighborhood or on the demised premises, or adversely affect the environment of the demised premises, including the air above and the ground below and surrounding the demised premises, nor shall Tenant permit its subtenants, guests, contractors or any other person to do any of the foregoing. Tenant, at its expense, shall promptly remove or cause the removal of, or of permitted by applicable law encapsulate, all such material located at the demised premises in compliance with this Lease and all applicable laws. (B) (i) The term "Hazardous Substances", as used in this Lease shall not include common cleaners but shall include, without limitation, flammables, explosives, radioactive materials, asbestos, chloroflouorocarbons (CFCs), polychlorinatedbiphenyls (PCBs), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, petroleum and petroleum products and substances declared to be dangerous, hazardous or toxic under any Law or regulation now or hereafter enacted or promulgated by any Governmental Authority. Notwithstanding anything to the contrary set forth in this Article, cleaning fluids, detergents and other supplies customarily used in connection with the maintenance and repair of real property similar to the Leased Premises in comparable areas shall be permitted to be stored and used for such purposes in compliance with all Laws. (ii) Without limiting the generality of any other provision of this Lease, Tenant shall not cause or permit to occur: (a) Any violation of any federal, state or local law, now or hereafter enacted, related to environmental conditions on , over, under or about the demised premises, or arising from Tenant's use or occupancy of the demised premises, including, but not limited to, ozone, soil and ground water conditions; or (b) The use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substance on, over, under, or about the demised premises, or the transportation to or from the demised premises of any Hazardous Substance. (iii) Tenant shall, at Tenant's own expense: 44

(a) Comply with all laws regulating the use, generation, storage, removal, transportation, disposal, encapsulation or remediation of Hazardous Substances, to the extent relating to Hazardous Substances located at the demised premises, except with respect to those Hazardous Substances existing at the Demised Premises prior to Tenant's occupancy or if cause by Landlord or other tenants thereof; (b) Make all submissions to, provide all information required by, and comply with all requirements of all governmental authorities required under the laws to the extent relating to Hazardous Substances located at the demised premises; (c) Prepare and submit the required plans and all related bonds and other financial assurances and carry out all such cleanup plans should any governmental authority asserting appropriate jurisdiction demand that a cleanup plan be prepared and that a cleanup be undertaken because of any deposit, spill, discharge or other release of Hazardous Substances at or from the demised premises; and (d) Promptly provide all information regarding the use, generation, storage, transportation or disposal of Hazardous Substances that is requested by Landlord. (iv) If Tenant fails to fulfill any duty imposed under subparagraph (iii) within a reasonable time, Landlord may, after reasonable prior notice to Tenant, do so, and in such case, Tenant shall cooperate with Landlord in order to prepare all documents Landlord deems necessary or appropriate to determine the applicability of the Laws to the demised premises and Tenant's use thereof, and to comply therewith and Tenant shall execute all documents promptly upon Landlord's request. No such action by Landlord and no attempt made by Landlord to mitigate damages under any Law shall constitute a waiver of any of Tenant's obligations under this Section. Tenant's obligations and liabilities under this subparagraph (iv) shall survive the expiration or earlier termination of this Lease. (v) Tenant shall indemnify, defend and hold harmless Landlord and its officers, directors, beneficiaries, shareholders, partners, agents and employees from all fines, suits, procedures, claims and actions of every kind, and all costs associated therewith (including reasonable attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge or other release of Hazardous Substances at or from the demised premises caused by Tenant, or from Tenant's failure to provide all information, make all submissions and 45

take all steps required by all governmental authorities under applicable laws and all environmental laws required of Tenant as provided herein. Tenant's obligations and liabilities under this subparagraph (v) shall survive the expiration or earlier termination of this Lease. GOVERNING LAW 63. This Lease shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. JURISDICTION 64. For purposes of settling any and all disputes hereunder, each party hereto submits itself to the personal jurisdiction of any court, federal or state, sitting in the State of New York. AIR RIGHTS 65. (A) The Premises are let to TENANT subject to all applicable laws, rules, regulations, orders, covenants, restrictions and easements and to the reservation by LANDLORD of all air rights above, around and about the Premises and the right to increase the size of the building of which the Premises form a part or the buildings surrounding the same, based on the air rights appurtenant thereto. (B) TENANT understands and agrees that LANDLORD, and anyone claiming by, through or under LANDLORD, may from time to time undertake alterations or additions to the building of which the Premises form a part or any lands added thereto, construct additional buildings or improvements thereon and make alterations thereto, build additional stories on any of the same, construct multi-story, elevated or underground facilities therein, and construct roofs, walls, and any other improvements over, to or in connection with any part thereof. No easement for light or air is included in or appurtenant to the demise of the Premises or to TENANT'S rights pursuant to this Lease. (C) LANDLORD shall have the sole right, without TENANT'S consent to use, sell, assign, lease or otherwise dispose of any and all right, title and interest in and to any air rights and development rights relating to the Premises and/or the land thereunder. In the event of any such use, sale, assignment, lease or other disposition thereof by LANDLORD, LANDLORD shall be entitled to receive all sums derived therefrom. TENANT shall not be deemed an interested party and as such required to waive any interest therein. Nonetheless, TENANT shall, upon request by LANDLORD, promptly execute any waiver or other documents that LANDLORD may deem necessary in connection with LANDLORD'S disposition of any 46

such rights. TENANT hereby irrevocably appoints LANDLORD the attorney-in-fact of TENANT for the purpose of executing any such waivers or other documents. (D) TENANT shall not increase the height, bulk or floor area of the Premises or construct, place or erect anything on the roof of the building of which the Premises form a part or install machinery, equipment or any other object on the roof of said premises or take any action which might or will adversely affect or reduce the amount of air rights or development rights which are applicable to said premises and to the land thereunder. IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this Lease as of the day and year first written above.
WITNESS FOR LANDLORD: GARDEN SPIRES ASSOCIATES LP

BY:/s/ GARDEN SPIRES ASSOCIATES LP ------------------------------------NAME: TITLE:

WITNESS FOR TENANT:

AMERICAN MEDICAL ALERT CORPORATION

BY: /S/ HOWARD M. SIEGEL ------------------------------------NAME: Howard M. Siegel TITLE: CEO President

47

Exhibit 10(m)(ii) LEASE AMENDMENT AND MODIFICATION AGREEMENT made as of this 14th day of January, 2002, by and between Garden Spires Associates LP, c/o Alma Realty Company, 28-18 31st Street, Astoria, New York 11102 (hereinafter referred to as "Landlord"), and American Medical Alert Corporation, 3265 Lawson Boulevard, Oceanside, New York 11572 (hereinafter referred to as "Tenant"). WITNESSETH WHEREAS, Landlord and Tenant are parties to a certain Agreement of Lease dated the 14th day of January, 2002 (hereinafter referred to as the "Lease"); and WHEREAS, Landlord and Tenant desire to modify the terms of the Lease. NOW, THEREFORE, in consideration of their mutual promises and covenants each to the other, and for other good and valuable consideration, the parties hereto agree to modify the terms and conditions of the Lease as follows: 1. Tenant shall deliver it's preliminary plans, designs and specifications, as referred to at paragraph "7 B" of the Lease, setting forth the scope of work of Landlord and Tenant within forty-five (45)days from the date Tenant receives a fully executed original of the Lease and this Amendment (which plans, designs and specifications shall be subject to minor modifications by Tenant). This is to be deemed a material obligation of the Tenant under the Lease, the breach of which shall be considered an "Event of Default" under the Lease, as per paragraph "34" thereof, with the exception that Landlord need only serve a ten (10) day Notice To Cure in the event Tenant fails to so comply. 2. In all other respects, the Lease shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have hereunto set their hand and seal the day and year first above written. Garden Spires Associates LP
By: /s/ Garden Spires Associates -----------------------------

American Medical Alert Corporation
By: /s/ Jack Rhian C.O.O. -----------------------------

1

Exhibit 10(p)(ii) JANUARY 1, 200l TO JUNE 30,2002 BPERS01 06/08/01 AGREEMENT made as of the 22nd day of February 2002, between the City of New York, acting through the Department of Social Services of the Human Resources Administration (hereinafter called "Department" or "Social Services District") with offices located at 180 Water Street, New York, New York 10038 and American Medical Alert Corporation (hereinafter called "Contractor" or "Supplier" or "Provider"), with offices located at 3265 Lawson Boulevard, Oceanside, New York 11572 W I T N E S S E T H: WHEREAS, the Department's Home Care Services Program (hereinafter "HCSP") provides a program of personal home care services for individuals eligible for such services, pursuant to applicable Federal and State laws and regulations; and WHEREAS, the Department, pursuant to Section 367-g of the Social Services Law and Title 18 NYCRR, Section 505.33, may authorize personal emergency response services (hereinafter "PERS") to be provided to individuals whom the Department or its designee has determined to be eligible to receive such services; and WHEREAS, the Department's program of personal cart services includes, but is not limited to, Supervisory and Assessment Nursing Visits and Housekeeper and Home Attendant Services components; and WHEREAS, the HCSP instituted a program designed to allow home care services clients, living alone, to call for assistance, by using an electronic call device; and WHEREAS, the parties hereto entered into an Agreement for the provision of such services, for the period from July 1, 1999 through June 30, 2000, which Agreement was thereafter extended for the period from July 1, 2000 through December 31, 2000; and WHEREAS, the Contractor has been providing personal emergency response services to date; and WHEREAS, a Request for Proposals for a new solicitation for such services has been prepared and is scheduled for release. A new contract is as yet unavailable to continue the provision of such services and replace the existing contract, the absence of which would result in HRA being without essential Personal Emergency Response Services to serve the needs of the Department's clients eligible to receive such services; and WHEREAS, HRA has a compelling need for the continuation of Contractor's services, and pursuant to the provisions of Section 3-04 of the Procurement Policy Board Rules, has negotiated this Agreement with the Contractor; and, further

WHEREAS, the Department has requested the Contractor to provide PERS in accordance with the terms and conditions contained herein, and the Contractor is ready, willing, and able to do so. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties have agreed, and do hereby agree, as follows: PART I ARTICLE 1. TERM OF PERFORMANCE The term of performance for this Agreement shall be for a period of eighteen (18) months, from January 1, 200l through June 30, 2002, unless sooner terminated pursuant to the terms hereof. ARTICLE 2. DEFINITIONS A. Electronic Call Device (hereinafter "ECD") -- the Contractor's electronic call service system, which consists of a two-way voice base (Help console), a help button (Personal Transmitter), a panic button at the primary entrance, an activator mounted in the bathroom, and smoke detector. This equipment incorporates an emergency response activator and an emergency response communicator as required by 18 NYCRR Section 505.33. B. Electronic Communication Equipment (hereinafter "PERS equipment") -- shall mean the Contractor's ECD equipment that electronically signals a monitoring agency for help via recipient telephone lines. C. Emergency Responder -shall mean a recipient's neighbor, family member, or any other person who, at the recipient's request, has agreed to respond to a signal for help when notified by the ERC. D. Emergency Response Activator --shall mean an electronic device that the recipient presses or otherwise activates to send a signal for help to the monitoring agency. E. Emergency Response Communicator -- shall mean an electronic unit connected to a recipient's telephone line. The emergency response communicator accepts a signal for help from the emergency response activator and also has its own device to generate a signal for help. It sends the signal via telephone lines to the monitoring agency. F. Emergency Response Organization -- shall mean police or fire department, an ambulance service, a hospital or other entity that the recipient has designated to respond to signals for help when notified by the ERC or the Emergency Responder. G. Funds -- shall mean money or anything of value transferred by the Department or MMIS or both to the Contractor in accordance with this Agreement, and shall include, but shall not be limited to rate payments. -2-

H. MMIS -- shall mean the New York State Department of Health Medicaid Management Information System. I. Monitoring Agency -- shall mean an agency (hereinafter "Emergency Response Center" or "ERC") that is capable of receiving signals for help from a recipient's PERS equipment 24 hours per day, seven (7) days per week; determining whether an emergency exists; and notifying an emergency response organization or an emergency responder that the PERS recipient needs emergency help. J. Personal Emergency Response Services (hereinafter "PERS") -- shall mean (1) the provision and maintenance of electronic communication equipment in the home of a recipient which signals a monitoring agency for help when activated by the recipient, or after a period of time if a timer mechanism has not been rest, or by any other activating method, and (2) the continuous monitoring of such signals by trained operators and, in case of receipt of such signal, the immediate notification of such emergency response organizations or person, if necessary, as the recipient has previously specified. K. Recipient -- shall mean a person determined by the Department to be eligible for and authorized by the Department to receive program services in accordance with this Agreement. L. Recipient Data Record -- a record of recipient information that must contain the following information: 1. The recipient's name, telephone number and address, including his or her apartment number and floor, if applicable; 2. The recipient's personal medical history, including his or her age, sex, medical condition, diagnosis, and other relevant medical history; 3. The name, telephone number, and address of the person or persons whom the recipient has designated as the emergency responder responders; 4. The name, telephone number, and address of the person whom the recipient has designated as his or her representative, if different from an emergency responder; 5. The name, phone number, and address of the police department, fire department, ambulance service, hospital, or other entity that the recipient has designated as an emergency response organization; 6. The recipient's written authorization for the emergency response organization and an emergency responder to enter his or her home and provide emergency treatment and transportation; provided that the Department has obtained the recipient's authorization pursuant to Article 4.A.2.c., below. 7. The name, telephone number, and address of the recipient's physician and the recipient's preferred hospital. -3-

ARTICLE 3. EQUIPMENTt A. Pursuant to 18 NYCRR, Sec. 505.33, subsection (g), all PERS equipment must be approved by the Federal Communications Commission and meet the Underwriters Laboratories, Inc. (hereinafter "UL") safety standard number 1637, which is the UL safety standard for the home health care signaling equipment. B. The Contractor agrees to provide to the Department as many ECD's as the Department may require during the term of this Agreement. The ECDs shall include the following: 1. An emergency response activator that is activated either by breath, by touch, or some other means and is usable by persons who are visually or hearing impaired or physically disabled. 2. An emergency response communicator that is attached to the recipient's telephone line that will not interfere with normal telephone use. It must be capable of operating without external power during a power failure at the recipient's home in accordance with all requirements for home health care signaling equipment with stand-by capability. C. Pursuant to Title 18, section 505.33, subsection (g) of the NYCRR, the monitoring agency must be capable of simultaneously responding to multiple signals for help from: 1. a primary receiver and back-up receiver, which must be independent and interchangeable; 2. a back-up information retrieval system; 3. a clock printer, which must print out the time and date of the emergency signal, the recipient's identification code, and the emergency code that indicates whether the signal is active, passive, or a responder test; 4. a back-up power supply; 5. a separate telephone service; and 6. a telephone line monitor, which must give visual and audible signals when an incoming telephone line is disconnected for more than ten (10) seconds. ARTICLE 4. SCOPE OF SERVICES A. Responsibilities of the Department 1. The Department, or its designee, shall determine whether an individual is eligible to receive PERS, and shall authorize PERS for individuals whom it determines eligible to receive PERS, and for reauthorizing PERS for recipients. The Department's eligibility determinations, authorizations, and reauthorizations for PERS shall be made in accordance with subsection (c) of section 505.33 of Title -4-

18 NYCRR and such directives to social services district as the New York State Department of Social Services may issue. 2. If the Department determines that a person may be eligible for PERS, performs the comprehensive assessment, and authorizes PERS services, the Department shall: a. ensure that the recipient has designated in writing the name, telephone number and address of the emergency response organization; one emergency responder or, if possible, two (2) emergency responders; a representative who may be the same person as an emergency responder; the client's physician; and the client's choice of preferred hospital; b. verify that the emergency response organization selected by the recipient is aware of its designation and is willing and able to assume that responsibility; c. obtain the recipient's authorization for the emergency response organization and emergency responder to enter the recipient's home, to provide emergency treatment, and provide transportation; d. notify the Contractor in writing, including but not limited to, electronic transmission, or by mail or facsimile transmission, on the day of the PERS authorization and inform the Contractor
i.) of the name, address, and telephone number of the recipient and that the Contractor must telephone the recipient or the recipient's representative that same day to arrange a mutually convenient time for the Contractor to install the PERS equipment into the recipient's functioning telephone line; and that the Contractor must install the PERS equipment within seven (7) business days after the day the Contractor receives a written PERS authorization from the Department and that, if the Contractor cannot install the equipment within this seven (7) day period, it must immediately notify the Department.

ii.)

iii.)

3. Upon a change in a recipient's physical circumstances, medical condition, or mental status during the authorization period, the Department shall send to the Contractor the information regarding these changes so that the Contractor may update the recipient's data record. 4. The Department shall monitor the Contractor's provision of PERS equipment and services. Monitoring activities may include, but not be limited to, the following: a. Monitoring the timeliness of the Contractor's installation, maintenance, and removal of PERS equipment; -5-

b. monitoring the timeliness and efficiency of the Contractor's responses to emergency signals from the recipient; c. monitoring all complaints by recipients regarding the Contractor which should include ascertaining the recipient's satisfaction with, and the reliability of, the PERS equipment; and d. monitoring the timeliness of the Contractor's reports of emergencies, which should include collecting data and documentation of the Contractor's reports or emergencies and non-emergency signals. 5. Determination to discontinue PERS On the day that the Department determines that PERS are no longer appropriate for a recipient, the Department shall: a. notify the Contractor in writing it that the PERS equipment must be removed and the Contractor must telephone the recipient or the recipient's representative to arrange a mutually convenient time for the PERS equipment removal. b. the Contractor must remove the PERS equipment within seven (7) business days after the day the Contractor receives the Department's written notification that PERS equipment must be removed. B. RESPONSIBILITIES OF CONTRACTOR 1. The Contractor shall provide PERS to recipients whom the Department has determined eligible to receive PERS and has authorized or reauthorized to receive PERS. The Contractor shall provide PERS in accordance with subdivisions (a) and (f) of Section 505.33 of Title 18 NYCRR and such directives to PERS providers as the New York State Department of Social Services may issue. The Contractor shall be responsible for implementing any and all changes required under all applicable laws, rules and regulations. 2. The Contractor shall properly install all PERS equipment into the recipient's functioning telephone line and furnish all supplies necessary for installing the PERS equipment. Such installation may require the removal of previously installed PERS equipment. a. On the day the Contractor receives the Department's telephoned PERS authorization, the Contractor must telephone the recipient or the recipient representative to arrange a mutually convenient time for the Contractor to install the PERS equipment into the recipient's functioning telephone line. The Contractor shall install the PERS equipment within seven (7) business days from the day it receives the Department's written PERS authorization. If the Contractor is unable to install the PERS equipment within this seven (7) day period, the Contractor shall notify the Department immediately. -6-

b. On the day that the Contractor installs the PERS equipment the Contractor shall do the following:
i.) notify the Department by telephone that the equipment has been installed; instruct the recipient regarding the use of the PERS equipment and give the recipient simple written instructions that describe these procedures; inform the recipient that he or she should immediately notify the Contractor or the Department if the equipment malfunctions; and inform the recipient that he or she may call the ERC when he or she wants to test the PERS equipment or when he or she has questions regarding the PERS equipment.

ii.)

iii.)

iv.)

c. Within seven (7) business days after the day the PERS equipment is installed the Contractor shall forward to the Department, by mail or facsimile machine, a written confirmation that the equipment has been installed and that recipient has been instructed on how to use the equipment. This confirmation shall be signed by a representative of the Contractor and by the recipient or the recipient's representative. 3. The Contractor shall maintain all installed equipment PERS in proper working order. a. The Contractor shall monitor all installed PERS equipment to insure that the equipment operates properly at all times. b. The Contractor shall replace PERS equipment batteries when necessary, at no additional cost to the Department or the recipient. c. Within twenty-four (24) hours after the Contractor is notified that any PERS equipment has malfunction, the contractor shall repair or replace the equipment at no additional cost to the Department or the recipient. The Contractor may be notified that the PERS equipment has malfunctioned, by any one or more of the following: the Department, the recipient, the recipient's representative, or another responsibly party. d. When any equipment is repaired or replaced the Contractor shall notify the Department by telephone within 24 hours. 4. The Contractor shall maintain the following records at no additional cost to the Department: a. a recipient data record for each recipient; -7-

i.) The Contractor shall update the recipient data record at least once every six (6) months by contacting the Department. ii.) The Contractor shall also update the recipient data records whenever the Department notifies the Contractor that changes should be made to the recipient's data record. b. a record of the Contractor's instructions to the recipient regarding his or her use of the PERS equipment; c. a record of the installation and removal of PERS equipment; d. a record of the maintenance of the PERS equipment, and of any repairs or replacements of malfunctioning equipment that were necessary; e. a record of the ERC's 24-hour monitoring of recipients; f. a record of each signal for help from a recipient's PERS equipment that the ERC receives and the ERC's response to the signal; and g. a record of recipients who the ERC monitors each month. 5. Emergency Response Center a. The Contractor shall ensure that the ERC performs the following activities when the ERC receives a signal for help from a recipient's PERS equipment:
i.) establish immediate verbal contact with the recipient via the incoming signal to determine whether an emergency exists at the recipient's home; retrieve the recipient's data record; if unable to establish immediate verbal contact with a recipient, immediately notify an emergency responder that the recipient has signaled for help; maintain appropriate contact with the recipient, the emergency responder, or the emergency response organization; and monitor the provision of emergency services to verify that these services have been provided and that the emergency at the recipient's home has been resolved.

ii.) iii.)

iv.)

v.)

b. The Contractor shall telephone the Department by the end of the first (1st) business day after an emergency occurs and inform the Department of the nature of the emergency and how it was resolved. -8-

i.) The Contractor shall forward to the Department, by mail or facsimile machine, a written report of the emergency within five (5) business days after the day the emergency occurred. This report shall contain at least the information described in paragraph 4, subsections (e) and (f), of this Article 4. c. The Contractor shall ensure that the ERC will continuously monitor and respond to signals for help from recipients' PERS equipment during power failures, mechanical malfunctions, or other technical emergencies. d. The Contractor shall assure that the ERC's staff will be trained on operational and technical aspects of the PERS equipment. This training shall include testing procedures, emergency reporting and response procedures, and servicing. 6. Removal of PERS Equipment The Contractor shall remove PERS equipment from a recipient's home only when notified to do so by the Department. Such notice shall be in writing, including but not limited to electronic transmission, mail or facsimile machine. a. On the day that the Contractor receives written notice to remove a recipient's PERS equipment, the Contractor shall telephone the recipient or the recipient's representative to arrange a mutually convenient time for the equipment's removal. b. The Contractor shall remove a recipient's PERS equipment within seven (7) business days after the day the Contractor receives the Department's written notification to remove the PERS equipment c. On the day the PERS equipment is removed, the Contractor shall notify the Department by telephone of the equipment removal. d. Within five (5) business days after the PERS equipment is removed, the Contractor shall forward to the Department, by mail or facsimile machine, a written confirmation that the PERS equipment has been removed. The confirmation shall be signed by a representative of the Contractor and the former recipient or his or her representative. 7. Indemnification The Contractor agrees to indemnify and hold harmless the Department and the New York State Department of Social Services and their employees, officers, and agents against any liability resulting from the Contractor's performance or failure to perform in accordance with the terms of this Agreement. -9-

ARTICLE 5. TERMS OF PAYMENT 1. CONTRACT AMOUNT A. Total payment to the Contractor through MMIS is estimated to be $5,100,000. This amount is based upon the installation rate, and the monthly monitoring rate multiplied by 1) the anticipated number of current clients receiving this service, and 2) by the estimated number of new clients that may, during the contract term, start to receive this service. B. The maximum amount payable by the Department under this Agreement shall not exceed $510,000. C. The amounts specified in A. and B., above, are based upon an estimated 12,000 one-time installations during the term of the Agreement, at a rate of $65 per installation, and a $30 per month monitoring charge for the estimated 8,000 PERS units in use by HRA clients at any one time during the term. 2. PAYMENT A. All payments for PERS services to a recipient will cease during the seven (7) day period specified in Article 4.B.6.b., as of the day during that period that the PERS equipment is removed. Notice to the Contractor to remove PERS shall be deemed to have been received on the date an email or FAX is sent by HRA, on the date receipt of certified mall is signed for as received, or, if by delivery by hand, on the date such mail is signed for as received. B. The Contractor shall not be reimbursed for PERS provided to persons not determined by Department to be eligible and authorized to receive PERS. C. The Contractor shall submit billing statements to MMIS setting forth the installation charges, monthly monitoring charges, and recipient information. D. The Contractor shall not be reimbursed for services rendered unless the claim for reimbursement is verified by billings submitted in accordance with the time frames and billing procedures established by the Department, MMIS, or both. 3. EXPENDITURES A. The Contractor shall make no expenditures with funds provided under this Agreement except those expenditures properly incurred pursuant to and during the performance period of this Agreement. No invoice shall be approved by the Department until all reports previously requested have been received. The Contractor's final payment shall not be approved by the Department until the final report has been received and approved by the Department. All books, records, reports, or materials deemed necessary by the Department to substantiate the validity of claims for reimbursement shall be made available for review. -10-

B. As the period of performance contemplated by this Agreement involves performance by the Contractor in a subsequent City Fiscal Year, funding for that period is subject to the appropriation of funds for that City Fiscal Year and the availability thereof. C. The Contractor, acknowledging that this Agreement is funded in whole or in part by funds secured from the Federal, New York State, or New York City Government, agrees that should there be a reduction or discontinuance of such funds by action of the Federal, State, or City Government, the City of New York and the Department shall have, in their sole discretion, the right to terminate this Agreement in whole or in part, or to reduce the funding and level of services of this Agreement as result of such action by the Federal, State, or City Government. D. In the case of the termination option referred to in paragraph C, above, any such termination shall take effect immediately upon the date specified in written notice thereof to the Contractor. E. The termination of the Department and City, set forth in paragraphs C and D above, are independent and separate rights in addition to any other rights of termination or modification provided by this Agreement, by law, or by relevant regulation, and supersede any and all rights or actions the Contractor may have under any provision of this Agreement to the contrary. F. The Department may, at its option, withhold for the purpose of set-off, any monies due to the Contractor under this Agreement up to the amount of any disallowance or questioned billing resulting from any audits of the Contractor with regard to this Agreement or any other agreement between the parties hereto, including any agreement for a term beginning prior to the commencement date of this Agreement. ARTICLE 6. LIQUIDATED DAMAGES A. If the Contractor is not able to: 1. respond to a recipient's or the Department's request for maintenance and service of an ECD within twenty-four (24) hour following receipt of such notification; or 2. get the ECD operating or supply a fully functioning ECD within twenty-four (24) hours following receipt of said notification; the Contractor shall, at the discretion of the Department, pay to the Department, or at the Department's option, the Department may deduct from any payment due or to become due to the Contractor, a pro-rated monthly monitoring charge, based upon the monthly charge specified in Article 5.1.C. for the ECD, as fixed and agreed liquidated damages. B. If there are interruptions in the services provided by the Contractor that total 24 hours or more during a monthly billing period that are not the result of an improper, faulty or nonoperational phone system, the Contractor shall, at the discretion of the Department, -11-

pay to the Department, or at the Department's option, the Department may deduct from any payment due or to become due to the Contractor, a pro-rated monthly monitoring charge, based upon the monthly charge specified in Article 5.1.C. for the period of such interruptions, as fixed and agreed liquidated damages. ARTICLE 7. NON-LIABILITY OF THE DEPARTMENT A. Neither the Department nor the City of New York shall be liable for any payment made or any obligation incurred in connection with the discharge of any employee by the Contractor. B. Nothing in this Agreement shall impose any liability or duty on the Department or the City of New York for any loss of equipment due to the acts, omissions, or obligations of the recipients or their representatives. ARTICLE 8. SALARY AND WAGE LIMITATIONS A. During the term of this Agreement, the Department may, in its sole discretion, increase or otherwise amend the total not-to-exceed amount payable to the Contractor for additional salaries or wages, including fringe benefits and adjustments and cost of living adjustments, for services performed under this Agreement (collectively referred to as "wages") to any employee in a key position or title, provided, however, that any such increase in wages shall be paid in accordance with the Policy and Approval Procedure for Contract Employee Pay Increases and Adjustments promulgated by the City of New York. No such increase in wages shall become effective unless and until approved by the Department in writing and by any other governmental entity the approval of which shall then be required. B. Notwithstanding any other provision in this Agreement to the contrary, the Department may, in its sole discretion, deem payments or retroactive wage increases resulting from determinations made in accordance with Section A, above, or an approved collective bargaining agreement covering the Contractor's employees, to be allowable and reimbursable expenses of the Contractor and may otherwise increase or amend the total not-toexceed amount for such expenses, consistent with the Policy and Approval Procedure for Contract Employee Pay increase and Adjustments promulgated by the City of New York. Such payment(s) shall be in accordance with all other applicable City and Department politics and guidelines. ARTICLE 9. MOST FAVORED CUSTOMER The Contractor warrants and represents that the prices, warranties, benefits, and terms set forth herein are at least equal to or more favorable to the City than the prices, warranties, benefits, and terms now charged or offered by the Contractor to other customers under similar circumstances, terms, and conditions, or that may be charged or offered during the term hereof for the same or substantially similar products or services defined in this Agreement. If at any time during the term hereof, the Contractor enters into an agreement or a basis that provides prices, warranties, benefits, or terms more favorable than those provided the City herein, the Contractor shall, within thirty (30) calendar days thereafter notify the City of such facts. Regardless of whether such -12-

notice is sent by the Contractor or received by the City, this Agreement shall be deemed amended effective retroactively to the effective date of the more favorable agreement, provided that the City shall have the right and option at any time to decline or to accept any such change. In the event the City declines such amendment, the amendment shall be deemed null and void. If the Contractor is of the opinion that an apparently more favorable price, warranty, benefit, or term charged or offered to a customer during the term hereof is not in fact more favorable, the Contractor shall promptly notify the Department's Commissioner in writing setting forth, in detail, the rationale for its opinion. The Commissioner's determination, after due consideration, to accept or reject such written explanation is final. If the Commissioner rejects the Contractor's explanation, this Agreement shall be deemed automatically amended effective retroactively to the effective date of the more favorable agreement. ARTICLE 10. INDIVIDUAL FILES In addition to information the Contractor is required to maintain, the Contractor shall include any other information the Department may require. Such files shall be readily identifiable from those relating to other activities of the Contractor. ARTICLE 11. STATISTICAL RECORDS AND REPORTS A. The Contractor shall maintain all Department required fiscal and programmatic statistical records and shall produce such records in a time and manner acceptable to the Department. The Contractor shall also arrange for the Department to have direct access to the Contractor's fiscal and programmatic records and data relating to the services provided pursuant to this Agreement. B. Financial Records 1. The Contractor shall provide the Department with quarterly cash flow projection updates and provide written explanations regarding any cash shortages in excess of ten percent (10%) as compared to the quarterly cash flow projections. 2. The Contractor shall provide the Department with quarterly reportings of its financial statements specifying its current liabilities and current assets and the Contractor's calculated current ratio. 3. The Contractor shall provide the Department with quarterly copies of all of its Securities and Exchange Commission (hereinafter "SEC") reports. ARTICLE 12. ANNUAL AUDIT The Contractor shall conduct an annual audit for the services provided under this Agreement in accordance with Federal, State, City, and Department Laws, regulations, and procedures. The Contractor shall provide the Department with copies of the completed certified audits no later than thirty (30) days after receipt of the final audit reports. If for any reason an annual audit will not be conducted, the Contractor shall immediately notify the Department. -13-

ARTICLE 13. MONITORING AND EVALUATION A. The Department shall monitor the Contractor's compliance with the requirements of Title 18, NYCRR, Section 505.33 and Article 4, Section A, paragraph 4 of this Agreement. B. The Contractor shall be subject to all performance and quality control monitoring standards as they now exist or as they may be modified. C. The Department reserves the right to: 1. implement new or revised performance monitoring and evaluation methods including, but not limited to, direct contact with Recipients and/or their representative(s) by home visit, telephone, or mail to assess the sufficiency, efficiency, and adequacy of the services provided; 2. conduct both scheduled and unscheduled visits to the Contractor's ERC to enable the Department to assess the Contractor's performance under the term of this Agreement; 3. review, in accordance with the Department's Contract Management System, all program activities, procedures, recipient data records, record keeping techniques, and conduct other evaluation activities as the Department deems necessary and appropriate; and 4. require the Contractor to install an ECD, at no cost to the Department, at a location to be selected by the Department for purposes of monitoring the Contractor's services. D. The Department shall provide the Contractor with the results of any monitoring visit and/or evaluation within thirty (30) days after the completion of the monitoring visit/or evaluation. E. The Contractor agrees that a program and facilities review, including but not limited to, meeting Recipients, review of service records, review of service policy and procedural issuances, review of staffing ratios and job deseriptions, and meetings with staff directly or indirectly involved in the provision of services, may be conducted at any reasonable time by City, State, and Federal personnel, or other person duly authorized by the Department. ARTICLE 14. DELIVERABLES AND OWNERSHIP OF DELIVERABLES All deliverables, including, but not limited to the reports required in this Agreement shall be the sole property of the City of New York and the Department. The Contractor shall not allow the same to be used except for the purposes of this Agreement, without the express and prior written permission of the Department. -14-

PART II GENERAL PROVISIONS ARTICLE 1. DEFINITIONS As used throughout this Agreement, the following terms shall have the meaning set forth below: a. "City" shall mean the City of New York, its departments and political subdivisions. b. "Comptroller" shall mean the Comptroller of the City of New York. c. "Department" shall mean the Department of Social Services of the Human Resources Administration including its constituent agencies, departments, bureaus and their subdivisions. d. "Administrator" or "Commissioner" or "Agency Head" shall mean the Administrator of the Human Resources Administration/Commissioner of the Department of Social Services or her/his duly authorized representative. The term "duly authorized representative" shall include any person or persons acting within the limits of her/his authority. e. "Law" or "Laws" shall include but not be limited to the New York City Charter, the New York City Administrative Code, a local law of the City of New York, and any ordinance, rule or regulation having the force of law. f. When referring to the Contractor, the pronoun "it", shall also mean he or she, and the adjective "its" shall also mean his or her, as the case may be. g. "Agency Chief Contracting Officer" shall mean the position delegated authority by the Agency Head to organize and supervise the procurement activity of subordinate agency staff in conjunction with the City Chief Procurement Officer. ARTICLE 2. INSURANCE 2.1 COMPREHENSIVE GENERAL LIABILITY INSURANCE. The Contractor shall carry paid up comprehensive general liability insurance in the sum of not less than One Million ($1,000,000) Dollars per occurrence to protect the Department and the City of New York against any and all claims, loss or damage, whether in contract or tort, including claims for injuries to, or death of persons, or damage to property, whether such injuries, death or damages be attributable to the statutory or common law negligence or any other acts of the Contractor, its employees, or otherwise. Such policy or policies of insurance shall be obtained from a company, or companies, duly licensed to do business in the State of New York, shall name the Department and the City of New York as additional parties insured thereunder, shall provide that in the event of cancellation thereof the Department shall be notified at least -15-

fifteen (15) days in advance thereof, and shall provide that the carrier shall appear, defend and indemnify the Department and City, including the agents, servants and employees of the Department and City, in connection with all such claims, loss or damage. Two (2) executed copies of all insurance policies shall be delivered to the Department for approval as to form prior to the effective date of this Agreement. 2.2 WORKER'S COMPENSATION AND DISABILITY BENEFITS The Contractor shall secure compensation for the benefit of its employees in compliance with the provisions of Chapter 615 of the Laws of 1922, known as the "Workers' Compensation Law" and acts amendatory thereto, inclusive of Disability Benefits and keep them insured during the life of this Agreement. In addition, pursuant to Section 57 of the New York State Workers' Compensation Law, the Contractor shall submit the required proof of workers' compensation and disability benefits coverage to the Department or shall submit the required proof that workers' compensation and/or disability insurance coverage are not applicable, prior to the effective date of this Agreement. 2.3 UNEMPLOYMENT INSURANCE Unemployment Insurance coverage shall be obtained and provided by the Contractor for its employees. ARTICLE 3. REPRESENTATIONS AND WARRANTIES 3.1 PROCUREMENT OF AGREEMENT A. The Contractor represents and warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage fee, contingent fee or any other compensation. The Contractor further represents and warrants that no payment, gift or thing of value has been made, given or promised to obtain this or any other agreement between the parties. The Contractor makes such representations and warranties to induce the City to enter into this Agreement and the City relies upon such representations and warranties in the execution hereof. B. For a breach or violation of such representations or warranties, the Administrator shall have the right to annul this Agreement without liability, entitling the City to recover all monies paid hereunder and the Contractor shall not make claim for, or be entitled to recover, any sum or sums due under this Agreement. This remedy, if effected, shall not constitute the sole remedy afforded the City for the falsity or breach, nor shall it constitute a waiver of the City's right to claim damages or refuse payment or to take any other action provided for by law or pursuant to this Agreement. 3.2 CONFLICT OF INTEREST The Contractor represents and warrants that neither it nor any of its directors, officers, members, partners or employees, has any interest nor shall they acquire any interest, -16-

directly or indirectly, which would or may conflict in any manner or degree with the performance or rendering of the services herein provided. The Contractor further represents and warrants that in the performance of this Agreement no person having such interest or possible interest shall be employed by it. No elected official or other officer or employee of the City or Department, nor any person whose salary is payable, in whole or in part, from the City Treasury, shall participate in any decision relating to this Agreement which affects his personal interest or the interest of any corporation, partnership or association in which he is, directly or indirectly, interested nor shall any such person have any interest, direct or indirect, in this Agreement or in the proceeds thereof. 3.3 FAIR PRACTICES The Contractor and each Person signing on behalf of any Contractor represents and warrants and certifies, under penalty of perjury, that to the best of its knowledge and belief: A. The prices in this Agreement have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; B. Unless otherwise required by law, the prices which have been quoted in this Agreement and on the proposal submitted by the Contractor have not been knowingly disclosed by the Contractor prior to the proposal opening, directly or indirectly, to any other bidder or to any competitor; and C. No attempt has been made or will be made by the Contractor to induce any other person, partnership or corporation to submit or not to submit a proposal for the purpose of restricting competition. The fact that the Contractor (a) has published price lists, rates, or tariffs covering items being procured, (b) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (c) has sold the same items to other customers at the same prices being bid, does not constitute, without more, a disclosure within the meaning of the above. . 3.4 AFFIRMATION OF RESPONSIBILITY AND PAID TAXES The Contractor affirms and declares that said Contractor is not in arrears to the City of New York upon any debt, contract or taxes and is not a defaulter, as a surety or otherwise, upon any obligation to the City of New York, and has not been declared not responsible, or disqualified, by any agency of the City of New York, nor is there any proceeding pending relating to the responsibility or qualification of the Contractor to receive public contracts except as otherwise stated in the affirmation pertaining to the foregoing which has been furnished to the Department. -17-

ARTICLE 4. AUDIT BY THE DEPARTMENT AND CITY 4.1 All vouchers or invoices presented for payment to be made hereunder, and the books, records and accounts upon which said vouchers or invoices are based are subject to audit by the Department and by the Comptroller of the City of New York pursuant to the powers and responsibilities as conferred upon said Department and said Comptroller by the New York City Charter and the Administrative Code of the City of New York, as well as all orders and regulations promulgated pursuant thereto. 4.2 The Contractor shall submit any and all documentation and justification in support of expenditures or fees under this Agreement as may be required by said Department and said Comptroller so that they may evaluate the reasonableness of the charges and shall make its records available to the Department and to the Comptroller as they consider necessary. 4.3 All books, vouchers, records, reports, cancelled checks and any and all similar material related to this contract and the work thereunder may he subject to periodic inspection, review and audit by that State of New York, Federal Government and other persons duly authorized by the City including the Department's Office of the Inspector General. Such audit may include examination, review and copying of the source and application of all funds whether from the City, any State, the Federal Government, private sources or otherwise. 4.4 The Contractor shall not be entitled to final payment until all requirements of this Agreement have been satisfactorily met. 4.5 The fiscal records of the Contractor under this Agreement shall be examined by the Department at such times as the Department considers necessary. ARTICLE 5. COVENANTS OF THE CONTRACTOR 5.1 EMPLOYEES All experts or consultants or employees of the Contractor who are employed by the Contractor to perform work under this Agreement are neither employees of the City nor under contract to the City and the Contractor alone is responsible for their work, direction, compensation and personal conduct while engaged under this Agreement. Nothing in this Agreement shall impose any liability or duty on the City for the acts, omissions, liabilities or obligations of the Contractor or any person, firm, company, agency, association, corporation or organization engaged by the Contractor as expert, consultant, independent contractor, specialist, trainee, employee, servant, or agent, or for taxes of any nature, including but not limited to unemployment insurance, worker's compensation, disability benefits and social security. 5.2 LIABILITY A. The Contractor shall be solely responsible for all physical injuries or death to its agents, servants, or employees or to any other person and for all damage to any property -18-

sustained during its operations and work under its Agreement resulting from any act of commission or omission or error in judgment of any of its officers, trustee, employees, agents, servants, or independent contractors, and shall hold harmless and indemnify the City from liability upon any and all claims for damages on account of such injuries or death to any such person or damages to property on account of any neglect, fault or default of the Contractor, its officers, trustees, employees, agents, servants, or independent contractors. The Contractor shall be solely responsible for the safety and protection of all of its employees whether due to the negligence, fault or default of the Contractor or not. B. In the event that any claim is made or any action is brought against the City arising out of negligent or careless acts of an employee of the Contractor, either within or outside the scope of his employment, or arising out of Contractor's negligent performance of this Agreement, then the City shall have the right to withhold further payments hereunder for the purpose of set-off in sufficient sums to cover the said claim or action. The rights and remedies of the City provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or this Agreement. 5.3 MINIMUM WAGE Except for those employees whose minimum wage is required to be fixed pursuant to Section 220 of the Labor Law of the State of New York, all persons employed by the Contractor in the performance of this Agreement shall be paid, without subsequent deduction or rebate, unless expressly authorized by law, not less than the minimum wage as prescribed by law. Any breach or violation of the foregoing shall be deemed a breach or violation of a material provision of this Agreement. 5.4 INDEPENDENT CONTRACTOR STATUS The Contractor and the Department agree that the Contractor is an independent contractor, and not an employee of the Department or the City of New York, and that in accordance with such status as independent contractor, the Contractor covenants and agrees that neither it nor its employees or agents will hold themselves out as, nor claim to be, officers or employees of the City of New York, or of any department, agency or unit thereof, by reason hereof, and that they will not, by reason hereof, make any claim, demand or application to or for any right or privilege applicable to an officer or employee of the City of New York, including, but not limited to, Worker's Compensation coverage, Unemployment Insurance Benefits, Social Security coverage or employee retirement membership or credit. 5.5 CONFIDENTIALITY A. All information obtained, learned, developed or filed by the Contractor in connection with public assistance recipients or their relatives or in connection with other recipients of services, including data contained in official Department files or records, shall be held confidential by the Contractor pursuant to the provisions of the Social Services Law of the State of New York, the Federal Social Security Act, and any applicable regulations -19-

promulgated thereunder and shall not be disclosed by the Contractor to any person, organization, agency or other entity except as authorized or required by law. B. All of the reports, information or data, furnished to or prepared, assembled or used by the Contractor under this Agreement are to be held confidential, and the Contractor agrees that the same shall not be made available to any individual or organization without the prior written approval of the Department. C. The provisions of this Section shall remain in full force and effect following termination of, or cessation of the services required by this Agreement. 5.6 BOOKS AND RECORDS The Contractor agrees to maintain separate and accurate books, records, documents and other evidence of accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this . Agreement. Such records shall be subject to review, audit, inspection and copying by City, State and Federal personnel, upon reasonable notice, subject to the provisions of Article 5.19, below. 5.7 RETENTION OF RECORDS The Contractor agrees to retain all books, records, and other documents relevant to the Agreement for six years after the final payment or termination of this Agreement, whichever is later. City, State and Federal auditors and any other persons duly authorized by the Department, including that Department's Inspector General shall have full access to and the right to examine and copy any and all of said materials during said period. 5.8 COMPLIANCE WITH LAW The Contractor shall render all services under this Agreement in accordance with the applicable provisions of Federal, State and local laws, rules and regulations as are in effect at the time such services are rendered. 5.9 FEDERAL EMPLOYMENT PRACTICES
The Contractor and its subcontractors shall comply with the Civil Rights Act of 1964 and any amendment thereto, and the rules and regulations promulgated thereunder. 5.10 NON-DISCRIMINATION AGAINST THE HANDlCAPPED The Contractor agrees that it will comply with the provisions of Section 504 of the Rehabilitation Act of 1973, as amended, and all regulations, guidelines and interpretations issued pursuant thereto.

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5.11 A.

INVESTIGATIONS The parties to this Agreement agree to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (State) or City of New York (City) governmental agency or authority that is empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 1. If any person who has been advised that his or her statement, and any information from such statement, will not be used against him or her in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of or performance under any transaction, agreement, lease, permit, contract or license entered into with the City the State, or any political subdivision or public authority thereof, or the Port Authority of New York and New Jersey, or any local development corporation within the City, or any public benefit corporation organized under the laws of the State of New York, or; 2. If any person refuses to testify for a reason other than the assertion of his or her privilege against self incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is

B.

seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof or any local development corporation within the City, then; C. 1. The commissioner or agency head whose agency is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license shall convene a hearing, upon not less than five (5) days written notice to the parties involved to determine if any penalties should attach for the failure of a person to testify. 2. If any non-governmental party to the hearing requests an adjournment, the commissioner or agency head who convened the hearing may, upon granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to paragraph E, below, without the City incurring any penalty or damages for delay or otherwise. D. The penalties which may attach after a final determination by the commissioner or agency head may include but shall not exceed: -21-

1. The disqualification for a period not to exceed five (5) years from the date of an adverse determination for any person, or any entity of which such person was a member at the time the testimony was sought, from submitting bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City; and/or 2. The cancellation or termination of any and all such existing City contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Agreement, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the notice scheduling the hearing, without the City incurring any penalty or damages on account of such cancellation or termination; monies due lawfully for goods delivered, work done, rental s, or fees accrued prior to the cancellation or termination shall be paid by the City. E. The commissioner or agency head shall consider and address in reaching his or her determination and in assessing an appropriate penalty, the factors in paragraphs 1 and 2, below. He or she may also consider, if relevant and appropriate, the criteria established in paragraphs 3 and 4, below, in addition to any other information which may be relevant and appropriate; 1. The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or dissociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. 2. The relationship of the person who refused to testify to any entity that is a party to the hearing. including but not limited to, whether the parson whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. 3. The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. 4. The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under D, above, provided that the party or entity has given actual notice to the commissioner or agency head upon the acquisition of the interest, or at the hearing called for in C(1), above, gives notice and proves that such Interest was previously acquired. Under either circumstance, the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity. F. 1. The term "license" or "permit" as used herein shall be defined as a license, permit franchise or concession not granted as a matter of right. -22-

2. The term "person" as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. 3. The term "entity" as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City. 4. The term "member" as used herein shall be defined as any person
associated with another person or entity as a partner, director, officer, principal or employee. G. In addition to and notwithstanding any other provision of this Agreement, the Commissioner or agency head may in his or her sole discretion terminate this Agreement upon not less than three (3) days written notice in the event Contractor fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money, goods, requests future employment or other benefit or thing of value, by or on behalf of any employee of the City or other person, firm, corporation or entity for any purpose which may be related to the procurement or obtaining of this Agreement by the Contractor, or affecting the performance of this contract. ASSIGNMENT The Contractor shall not assign, transfer, convey, sublet or otherwise dispose of this Agreement, or of the Contractor's right, title, interest obligations or duties herein, or the Contractor is power to execute such Agreement, or assign, by Power of attorney or otherwise, any of its rights to receive monies due or to become due under this Agreement, unless the prior written consent of the Administrator shall be obtained. Any such assignment, transfer, conveyance, sublease or other disposition without such consent shall be void. In the event that the Contractor assigns, transfers, conveys, sublets or otherwise disposes of this Agreement as specified in subdivision A, above, without the prior written consent of the Department, the Department shall revoke and annul this Agreement and the Department shall be relieved and discharged from any and all liability and obligations growing out of such Agreement to the Contractor, its assignees, transferee or sublessee, and the Contractor shall lose all monies theretofore earned under this Agreement, except so much thereof as may be required to pay the Contractor's employees. The provisions of this section shall not hinder, prevent or affect an assignment by the Contractor for the benefit of its creditors made pursuant to the laws of the State of New York. 1. This Agreement may be assigned by the City to any corporation, agency or instrumentality having authority to accept such assignment.

5.12 A.

B.

C.

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5.13 A.

SUBCONTRACTING The Contractor agrees not to enter into any sub-contracts for the performance of its obligations, in whole or in part, under this Agreement without the prior written approval of the Department. Two copies of each such proposed subcontract shall be submitted to the Department with the Contractor's written request for approval. All such sub-contracts shall contain provisions specifying: 1. that the work performed by the sub-contractor must be in accordance with the terms of the Agreement between the Department and the Contractor; that nothing contained in such contract shall impair the rights of the Department; that nothing contained therein, or in the Agreement between the Department and the Contractor, shall create any contractual relationship between the subcontractor and the Department; and that the sub-contractor specifically agrees to be bound by the confidentiality provisions set forth in the Agreement between the Department and the Contractor.

B.

2.

3.

4.

C.

The Contractor agrees that it is fully responsible to the Department for the acts and omissions of the sub contractors and of Persons either directly or indirectly employed by them as it is for the acts and omissions of persons directly employed by it. The aforesaid approval is required in all cases other than individual employer. employee contracts. The Contractor shall not in any way be relieved of any responsibility under this Agreement by any sub-contract. PARTICIPATION IN AN INTERNATIONAL BOYCOTT The Contractor agrees that neither the Contractor nor any substantially-owned affiliated company is participating or shall participate in an international boycott in violation of the provisions of the Export Administration Act of 1979, as amended, of the regulations of the United States Department of Commerce promulgated thereunder. Upon the final determination by the Commerce Department or any other agency of the United States as to, or conviction of the Contractor or a substantially-owned affiliated company thereof, of participation in an international boycott in violation of the provisions of the Export Administration Act of 1976, as amended, or the regulations promulgated thereunder, the Comptroller may, at his option, render forfeit and void this contract.

D.

E.

5.14 A.

B.

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C.

The Contractor shall comply in all respects with the provisions of Section 6-l14 of the Administrative Code of the City of New York and the rules and regulations issued by the Comptroller thereunder. ANTI-TRUST The Contractor hereby assigns, sells, and transfers to the City all right, title and interest in and to any claims and causes of action arising under the anti-trust laws of the State of New York or of the United States relating to the particular goods or services purchased or procured by the City under this Agreement.

5.15

5.16 A.

PUBLICITY The prior written approval of the Department is required before the Contractor or any of its employees, servants, agents, or independent contractors may, at any time, either during or after completion or termination of this Agreement, make any statement to the press or issue any material for publication through any media of communication bearing on the work performed or data collected under this Agreement. If the Contractor publishes a work dealing with any aspect of performance under this Agreement, or of the results and accomplishments attached in such performance, the Department shall have a royalty free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use the publication. INVENTIONS, PATENTS AND COPYRIGHTS Any discovery or invention arising out of or developed in the course of performance of this Agreement shall be promptly and fully reported to the Department, and if this work is supported by a federal grant of funds, it shall be promptly and fully reported to the Federal Government for determination as to whether patent protection on such invention shall be sought and how the rights in the invention or discovery, including rights under any patent issued thereon, shall be disposed of and administered in order to protect tie public interest. No report, document or other data produced in whole or in part with contract funds shall be copyrighted by the Contractor nor shall any notice of copyright be registered by the Contractor in connection with any report, document or other data developed for the Agreement. If any copyrightable material is developed under, or in the course of performing this Agreement, any Federal Agency providing federal financial participation for the Agreement, the New York State Department of Social Services and the City of New York shall have a royalty-free, non-exclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, the work for governmental purposes.

B.

5.17 A.

B.

C.

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D.

In no event shall Subsections A, B and C of this Section be deemed to apply to any report, document or other data, or any invention of the Contractor which existed prior to, or was developed or discovered independently from, its activities related to or funded by this Agreement. INFRINGEMENTS The Contractor shall be liable to the Department and hereby agrees to indemnify and hold the Department harmless for any damage or loss or expense sustained by the Department from any infringement by the Contractor of any copyright, trademark or patent rights of design, systems, drawings, graphs, charts, specifications or printed matter furnished or used by the Contractor in the performance of this Agreement.

5.18

5.19

INSPECTOR GENERAL REVIEWS Notwithstanding any provision herein regarding notice of inspections, all records of the Contractor kept pursuant to this Agreement shall be subject to immediate inspection, review and copying by the Department's Office of the Inspector General without notice.

ARTICLE 6. TERMINATION 6.1 The Department and/or City shall have the right to terminate this Agreement, in whole or in part: A. Under any right to terminate as specified in any section of this Agreement or for a material breach of this Agreement. B. Upon the failure of the Contractor to comply with any of the terms and conditions of this Agreement which is not cured within ten (10) days of the Department's request therefor. C. Upon the Contractor's becoming insolvent. D. Upon the commencement under the Bankruptcy Act of any proceeding by or against the Contractor, either voluntary or involuntary. E. Upon receipt of notification that State or Federal reimbursement or funding is no longer available for services provided pursuant to this Agreement. F. Without cause or if the Department deems that termination would be in the best interest of the City. 6.2 The Department or City shall give the Contractor written notice of any termination of this Agreement specifying therein the applicable provisions of Section 6.1 of this Article and the effective date thereof which shall not be less than ten (10) days from the date the notice is received, except if termination is based on paragraph F of Section 6.1 of this Article, in which event notice shall be not less than thirty (30) days. -26-

6.3 The Contractor shall be entitled to apply to the Department to have this Agreement terminated by said Department by reason of any failure in the performance of this Agreement (including any failure by the Contractor to make progress in the prosecution of work hereunder which endangers such performance), if such failure arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to: acts of God or of the public enemy; acts of the Government in either its sovereign or contractual capacity; fires; flood, epidemics; quarantine restrictions; strikes; freight embargoes, or any other cause beyond the reasonable control of the Contractor. The determination that such failure arises out of causes beyond the control and without the fault or negligence of the Contractor shall be made by the Department which agrees to exercise reasonable judgment therein. If such a determination is made and the Agreement terminated by the Department pursuant to such application by the Contractor, such termination shall be deemed to be without cause. 6.4 Upon termination of this Agreement the Contractor shall comply with the Department or City close-out procedures, including but not limited to: A. Accounting for and refund to the Department or City, within thirty (30) days, any unexpended funds which have been paid to the Contractor pursuant to this Agreement. B. Furnishing within thirty (30) days an inventory to the Department or City of all equipment, appurtenances and property purchased through or provided under this Agreement and carrying out any Department or City directive concerning the disposition thereof. C. Not incurring or paying any further obligation pursuant to this Agreement beyond the termination date. Any obligation necessarily incurred by the Contractor on account of this Agreement prior to receipt of notice of termination and falling due after such date shall be paid by the Department of the City in accordance with the terms of this Agreement. In no event shall the word "obligation", as used herein, be construed as including any lease agreement, oral or written, entered into between the Contractor and its landlord. D. Turn over to the Department or City or its designees all books, records, documents and material specifically relating to this Agreement. E. Submit, within ninety (90) days, a final statement and report relating to this Agreement. The report shall be made by a certified public accountant or a licensed public accountant. 6.5 In the event the Department or City shall terminate this Agreement in whole or in part as provided in paragraphs A, B, C, or D of Section 6.1 of this Article, the Department or City may procure, upon such terms and in such manner as deemed appropriate, services similar to those so terminated, and the Contractor shall continue the performance of this Agreement to the extent not terminated thereby. -27-

6.6 Notwithstanding other provisions any of this Agreement, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of the Contractor's breach of the Contract, and the City may withhold payments to the Contractor for the purpose of setoff until such time as the exact amount of damages due to the City from the Contractor is determined. 6.7 The provisions of the Agreement regarding confidentiality of information shall remain in full force and effect following any termination. 6.8 The rights and remedies of the City provided in this Article shall not be exclusive and are in addition to all other rights and remedies provided by law or under this Agreement. ARTICLE 7. CONTRACTOR'S HIRING COMMITMENT 7.1 Except as otherwise provided by Paragraph 7.7 of this Article, Contractor agrees as a condition of this contract, to hire at least one Public Assistance Recipient ("PA Recipient") for each $250,000 in value of this contract, or to the extent that the Contractor enters into other contracts with the Department, for each $250,000 of the cumulative value of contracts of the Contractor during the term of this Agreement. 7.2 Such hiring shall be for full-time employment of at least a minimum of 35 hours per week. The rate of pay shall be at least 20% above the federal minimum wage, and the duration of the employment shall be for at least one year. In the event that a replacement of a PA Recipient is made by the Contractor during the one year, such replacement shall not count as an additional employee toward Contractor's hiring requirement set forth in Paragraph 7.1 of this Article. 7.3 Within thirty days of the commencement date of this contract ("commencement date") or fifteen days following notice from the Department that a request for an exemption from the provisions of this Rider has been denied, Contractor shall submit, on forms specified by the Department, information and specifications for the job (s) available. 7.4 The Contractor, may at its option, request the assistance of the Department in identifying potential employees. In such case, the Department will refer PA Recipients to the Contractor for employment interviews. 7.5 Contractor shall hire the number of employees agreed upon pursuant to Paragraph 7.1 of this Article within ninety days of the commencement date or such longer period as may be specified, in writing, by the Department. 7.6 In the event Contractor fails to hire said agreed upon number of PA Recipients within the time required pursuant to Paragraph 7.5 of this Article, and to pay and retain such employees pursuant to Paragraph 7.2 of this Article Contractor shall pay to the Department or the Department may at its option, deduct from monies due or become due to Contractor, the amount of $19.18 per employee for each calendar day for which such PA Recipient(s) is/are not employed by Contractor required as by this Article. Such amount is hereby fixed and agreed as liquidated damages. -28-

7.7 Contractor may apply to the Department for exemption from all or part of the requirements of this Article. Any application for an exemption must be made before the expiration of thirty days after the commencement date of this contract, or any subsequent contract as discussed in Paragraph 7.1 herein, and shall be in the form specified by the Department. Exemption may be granted upon a showing that the operation of this Article will constitute an extreme hardship, within the sole discretion of the Department or to any Contractor not employing twenty or more employees at a place of business within the City of New York. ARTICLE 8. MISCELLANEOUS 8.1 CHOICE OF LAW, CONSENT TO JURISDICTION AND VENUE This Agreement shall be deemed to be executed in the City of New York, regardless of the domicile of the Contractor, and shall be governed by and construed in accordance with the laws of the State of New York. The parties agree that any and all claims asserted by or against the City arising under this Agreement or related thereto shall be heard and determined either in the courts of the United States located in New York City ("Federal Courts") or in the courts of the State of New York ("New York State Courts") located in the City and County of New York. To effectuate this agreement and intent, the Contractor agrees: A. If the City initiates any action against the Contractor in Federal Court or in New York State Court, service of process may be made on the Contractor either in person, wherever such Contractor may be found, or by registered mail addressed to the Contractor at its address as set forth in this Agreement, or to such other address as the Contractor may provide to the City in writing. B. With respect to any action between the City and the Contractor in New York State Court, the Contractor hereby expressly waives and relinquishes any rights it might otherwise have (i) to move to dismiss on grounds of forum non conveniens, (ii) to remove to Federal Court and (iii) to move for a change of venue to a New York State Court outside New York County. C. With respect to any action between the City and the Contractor in Federal Court located in New York City, the Contractor expressly waives and relinquishes any right it might otherwise have to move to transfer the action to a United States Court outside the City of New York. D. If the Contractor commences any action against the City in a court located other than in the City and State of New York, upon request of the City, the Contractor shall either consent to a transfer of the action to a court of competent jurisdiction located in the City and State of New York or, if the court where the action is initially brought will not or cannot transfer the action, the Contractor shall consent to dismiss such action without prejudice and may thereafter reinstate the action in a court of competent jurisdiction in New York City. -29-

If any provision(s) of this Article is held unenforceable for any reason, each and all other provision(s) shall nevertheless remain in full force and effect. 8.2 GENERAL RELEASE The acceptance by the Contractor or its assignees of the final payment under this Agreement, whether by voucher, judgment of any court of competent jurisdiction or any other administrative means, shall constitute and operate as a general release to the City from any and all claims of and liability to the Contractor arising out of the performance of this Agreement. 8.3 CLAIMS AND ACTIONS THEREON A. No action at law or proceeding in equity against the City or Department shall lie or be maintained upon any claim based upon this Agreement or arising out of this Agreement or in any way connected with this Agreement unless the Contractor shall have strictly complied with all requirements relating to the giving of notice and of information with respect to such claims, all as herein provided. B. No action at law or proceeding in equity shall lie or be maintained against the Department or the City upon any claim based upon this Agreement or arising out of this Agreement unless such action shall be commenced within six (6) months after the date of final payment hereunder, or within six (6) months of termination or conclusion of this Agreement, or within six (6) months of accrual of the cause of action, whichever is earliest. C. In the event any claim is made or any action brought in any way relating to the agreement herein, the Contractor shall diligently render to the Department and/or the City of New York without additional compensation any and all assistance which the Department and/or the City of New York may require of the Contractor. D. The Contractor shall report to the Department in writing within three (3) working days of the initiation by or against the Contractor of any legal action or proceeding in connection with or relating to this Agreement. 8.4 NO CLAIM AGAINST OFFICERS, AGENTS OR EMPLOYEES No claim whatsoever shall be made by the Contractor against any officer, agent or employee of the City for, or on account of, anything done or omitted in connection with this Agreement. 8.5 WAIVER Waiver by the Department of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of the Agreement unless and until the same shall be agreed to in writing by the Department or City as required and attached to the original Agreement. -30-

8.6 NOTICE The Contractor and the Department hereby designate the business addresses hereinabove specified as the places where all notices, directions or communications from one such party to the other party shall be delivered, or to which they shall be mailed. Actual delivery of any such notice, direction or communication to a party the aforesaid place, or delivery by certified, registered or overnight mail shall be conclusive and deemed to be sufficient service thereof upon such party as of the date such notice, direction or communication is received by the party. Such address may be changed at any time by an instrument in writing executed and acknowledged by the party making such change and delivered to the other party in the manner as specified above. Nothing in this section shall be deemed to serve as a waiver of any requirements for the service of notice or process in the institution of an action or proceeding as provided by law. 8.7 ALL LEGAL PROVISIONS DEEMED INCLUDED It is the intent and understanding of the parties to this Agreement that each and every provision of law required to be inserted in this Agreement shall be and is inserted herein. Furthermore, it is hereby stipulated that every such provision is to be deemed to be inserted herein, and if, through mistake or otherwise, any such provision is not inserted, or is not inserted in correct form, then this Agreement shall forthwith upon the application of either party be amended by such insertion so as to comply strictly with the law and without prejudice to the rights of either party hereunder. 8.8 SEVERABILITY If this Agreement contains any unlawful provision not an essential part of the Agreement and which shall not appear to have been a controlling or material inducement to the making thereof, the same shall be deemed of no effect and shall, upon notice by either party, be deemed stricken from the Agreement without affecting the binding force of the remainder. 8.9 MODIFICATION
This Agreement may be modified by the parties in writing in a manner not materially affecting the substance hereof. It may not be altered or modified orally. 8.10 PARAGRAPH HEADINGS Paragraph headings are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement and in no way affect this Agreement. 8.11 CONSULTANTS REPORTS A copy of each consultant report submitted by a consultant to any City official or to any officer, employee, agent or representative of a City department, agency, commission or body or to any corporation, association or entity whose expenses are paid in whole or in

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part from the City treasury shall be furnished to the Commissioner of the department to which such report was submitted or, if not a City department, then to the chief controlling officer or officers of such other office or entity. A copy of such report shall also be furnished to the Director of the Mayor's Office of Construction for matters related to construction or to the Director of the Mayor's Office of Operations for all other matters. 8.12 VENDEX QUESTIONNAIRES This provision shall apply to contracts valued at $100,000 or more: A. The Contractor states that the Principal, Individual, Business Entity and Not-for-Profit Organization Questionnaires (VENDEX Questionnaires), as the case may be, required by Procurement Policy Board Rule 2-08 and any regulations promulgated thereunder, have been duly executed and submitted to the Department. The Contractor understands that the Department's reliance upon the veracity of the information stated therein is a material condition to the execution of this Agreement, and that such information is in no respect misleading. B. The Contractor shall submit the applicable VENDEX Questionnaires, or if applicable, an Affidavit of No Change at least annually or upon the renewal of this Agreement. Any contractor for which submission requirements for Business Entities and Not-for-Profit Organizations apply shall submit the applicable new fully completed VENDEX Questionnaires to the Department every three years. This Agreement shall be a nullity until the Contractor complies with any and all the requirements set forth in Procurement Policy Board Rule 2-08 and any regulations promulgated thereunder, and the VENDEX Questionnaires. EXTENSION OF TIME- NON-CONSTRUCTION Upon written application by the Contractor, the Agency Chief Contracting Officer may grant an extension of time for performance of the contract. Said application must state, at a minimum, in detail, each cause for delay, the date the cause of the alleged delay occurred, and the total number of delay in days attributable to such cause. The ruling of the Agency Chief Contracting Officer shall be final and binding as to the allowance of an extension and the number of days allowed. 8.14 A. PRICING The Contractor shall whenever required during the contract, including but not limited to the time of bidding, submit cost or pricing data and formally certify that, to the best of its knowledge and belief, the cost or pricing data submitted was accurate, complete, and current as of a specified date, The contractor shall be required to keep its submission of cost and pricing data current until the contract has been completed.

C.

8.13

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B.

The price of any change order or contract modification, subject to the conditions of paragraph A, shall be adjusted to exclude any significant sums by which the City finds that such price was based on cost or price data furnished by the supplier which was inaccurate, incomplete, or not current as of the date agreed upon between the parties. Time for Certification. The Contractor must certify that the cost or pricing data submitted are accurate, complete, and current as of a mutually determined date. Refusal to Submit Data. When any contractor refuses to submit the required data to support a price, the Contracting Officer shall not allow the price. Certificate of Current Cost or Pricing Data. Form of Certificate. In those cases when cost or pricing data are required, certificate shall be made using a certificate substantially similar to the one contained in Chapter 2 of the PPB rules and such certification shall be retained in the agency contract file. RESOLUTION OF DISPUTES All disputes between the City and the supplier of the kind delineated in this section that arise under, or by virtue of, this Contract shall be finally resolved in accordance with the provisions of this section and Section 4-09 of the Rules of the Procurement Policy Board ("PB Rules"). The procedure for resolving all disputes of the kind delineated herein shall exclusive means of resolving any such disputes. (1) This section shall not apply to disputes concerning matters dealt with in other sections of the PPB Rules or to disputes involving patents, copyrights, trademarks, or trade secrets (as interpreted by the courts of New York State) relating to proprietary rights in computer software. For construction and construction-related services this section shall apply only to disputes about the scope of work delineated by the contract, the interpretation of contract documents, the amount to be paid for extra work or disputed work performed in connection with the contract, the conformity of the supplier's work to the contract, and the acceptability and quality of the supplier's work; such disputes arise when the Engineer makes a determination with which the supplier disagrees.

C.

D.

E.

8.15 A.

(2)

B.

All determinations required by this section shall be clearly stated, with a reasoned explanation for the determination based on the information and evidence presented to the party making the determination. Failure to make such determination within the time required by this section shall be deemed a non-determination without prejudice that will allow application to the next level. During such time as any dispute is being presented, heard, and considered pursuant to this section, the contract terms shall remain in full force and effect and the supplier shall continue to perform work in accordance with the contract and as

C.

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directed by the Agency Chief Contracting Officer ("ACCO") or Engineer. Failure of the supplier to continue the work as directed shall constitute a waiver by the supplier of any and all claims being presented pursuant to this section and a material breach of contract. D. Presentation of Dispute to Agency Head. (1) Notice of Dispute and Agency Response. The supplier shall present its dispute in writing ("Notice of Dispute") to the Agency Head within the time specified herein, or, if no time is specified, within thirty (30) days of receiving written notice of the determination or action that is the subject of the dispute. This notice requirement shall not be read to replace any other notice requirements contained in the contract. The Notice of Dispute shall include all the facts, evidence, documents, or other basis upon which the supplier relies in support of its position, as well as a detailed computation demonstrating how any amount of money claimed by the supplier in the dispute was arrived at. Within thirty (30) days after receipt of the complete Notice of Dispute, the ACCO or, in the case of construction or construction-related services, the Engineer, shall submit to the Agency Head all materials he or she deems pertinent to the dispute. Following initial submissions to the Agency Head, either party may demand of the other the production of any document or other material the demanding party believes may be relevant to the dispute. The requested party shall produce all relevant materials that are not otherwise protected by a legal privilege recognized by the courts of New York State. Any question of relevancy shall be determined by the Agency Head whose decision shall be final. Willful failure of the supplier to produce any requested material whose relevancy the supplier has not disputed, or whose relevancy has been affirmatively determined, shall constitute a waiver by the supplier of its claim. (2) Agency Head Inquiry. The Agency Head shall examine the material and may, in his or her discretion, convene an informal conference with the supplier and the ACCO and, in the case of construction or construction-related services, the Engineer, to resolve the issue by mutual consent prior to reaching a determination. The Agency Head may seek such technical or other expertise as he or she shall deem appropriate, including the use of neutral mediators, and require any such additional material either or both parties as he or she deems fit. The Agency Head's ability to render, and the effect of, a decision hereunder shall not be impaired by any negotiations in connection with the dispute presented, whether or not the Agency Head participated therein. The Agency Head may or, at the request of any party to the dispute, shall compel the participation of any other supplier with a contract related to the work of this contract and that supplier shall be bound by the decision of the Agency Head. Any supplier thus brought into the dispute resolution proceeding shall have the same -34-

rights and obligations under this section as the supplier initiating the dispute. (3) Agency Head Determination. Within thirty (30) days after the receipt of all materials and information, or such longer time as may be agreed to by the parties, the Agency Head shall make his or her determination and shall deliver or send a copy of such determination to the supplier and ACCO and, in the case of construction or instruction-related services, the Engineer, together with a statement concerning how the decision maybe appealed. (4) Finality of Agency Head Decision. The Agency Head's decision shall be final and binding on all parties, unless presented to the Contract Dispute Resolution Board (" CDRB") pursuant to this section. The City may not take a petition to the CDRB. However, should the supplier, take such a petition, the City may seek, and the CDRB may render, a determination less favorable to the supplier, and more favorable to the City than the decision of the Agency Head. E. Presentation of Dispute to the Comptroller. Before any dispute may be brought by the supplier to the CDRB, the supplier must first: present its claim to the Comptroller for his or her review, investigation, and possible adjustment. (1) Time, Form, and Content of Notice. Within thirty (30) days of receipt of a decision by the Agency Head, the supplier shall submit to the Comptroller and to the Agency Head a Notice of Claim regarding its dispute with the agency. The Notice of Claim shall consist of (i) a brief statement of the substance of the dispute, the amount of money, if any, claimed and the reason(s) the supplier contends the dispute was wrongly decided by the Agency Head; (ii) a copy of the decision of the Agency Head, and (iii) a copy of all materials submitted by the supplier to the agency, including the Notice of Dispute. The supplier may not present to the Comptroller any material not presented to the Agency Head, except at the request of the Comptroller. (2) Agency Response. Within thirty (30) days of receipt of the Notice of Claim, the agency shall make available to the Comptroller a copy of all material submitted by the agency to the Agency Head in connection with the dispute. The agency may not present to the Comptroller any material not presented to the Agency Head, except at the request of the Comptroller. (3) Comptroller Investigation. The Comptroller may investigate the claim in dispute and, in the course of such investigation, may exercise all powers provided in sections 7-201 and 7-203 of the New York City Administrative Code. In addition, the Comptroller may demand of either -35-

party, and such party shall provide, whatever additional material the Comptroller deems pertinent to the claim, including original business "records of the supplier." Willful failure of the supplier to Produce within fifteen (15) days any material requested by the Comptroller shall constitute a waiver by the supplier of its claim. The Comptroller may also schedule an informal conference to be attended by the supplier, agency representatives, and any other personnel desired by the Comptroller. (4) Opportunity of Comptroller to Compromise or Adjust Claim. The Comptroller shall have forty-five (45) days from his or her receipt of all materials referred to in 5(c) to investigate the disputed claim. The Period for investigation and compromise may be further extended by agreement between the supplier and the Comptroller, to a maximum of ninety (90) days from the Comptroller's receipt of all the materials. The supplier may not present its petition to the CDRB until the period for investigation and compromise delineated in this paragraph has expired. In compromising or adjusting any claim hereunder, the Comptroller may not revise or disregard the terms of the contract between the parties. F. Contract Dispute Resolution Board. There shall be a Contract Dispute Resolution Board composed of: (1) the chief administrative law judge of the Office of Administrative Trials and Hearings ("OATH") or his/her designated OATH administrative law judge, who shall act as chairperson, and may adopt operational procedures and issue such orders consistent with this section as may be necessary in the execution of the CDRB's functions, including, but not limited to, granting extensions of time to present or respond to submissions; (2) the City Chief Procurement Officer ("CCPO") or his/her designee, or in the case of disputes involving construction, the Director of the Office of Construction or his/her designee; any designee shall have the requisite background to consider and resolve the merits of the dispute and shall not have participated personally and substantially in the particular matter that is the subject of the dispute or report to anyone who so participated, and (3) person with appropriate expertise who is not an employee of the City. This person shall be selected by the presiding administrative law judge from a prequalified panel of individuals, established and administered by OATH, with appropriate background to act as decision-makers in a dispute. Such individuals may not have a contract or dispute with the City or be an officer or employee of any company or organization that does, or regularly represent Persons, companies, or organizations having disputes with the City, -36-

G. Petition to CDRB. In the event the claim has not been settled or adjusted by the Comptroller within the Period provided in this section, the supplier, within thirty (30) days thereafter, may petition the CDRB to review the Agency Head determination. (1) Form and Content of Petition by Supplier. The supplier shall present its dispute to the CDRB in the form of a Petition, which shall include (i) a brief statement of the substance of the dispute, the amount of money, if any, claimed, and the reason(s) the supplier contends that the dispute was wrongly decided by the Agency Head; (ii) a copy of the decision of the Agency Head; (iii) copies of all materials submitted by the supplier to the agency; (iv) a copy of the decision of the Comptroller, if any, and (v) copies of all correspondence with, and material submitted by the supplier to, the Comptroller's Office. The supplier shall concurrently submit four complete sets of the Petition: one to the Corporation Counsel (Attn: Commercial and Real Estate Litigation Division), and three to the CDRB at OATH's offices, with proof of service on the Corporation Counsel. In addition, the supplier shall submit a copy of the statement of the substance of the dispute, cited in (i) above, to both the Agency Head and the Comptroller. (2) Agency Response. Within thirty (30) days of receipt of the Petition by the Corporation Counsel, the agency shall respond to the statement of the supplier and make available to the CDRB all material it submitted to the Agency Head and Comptroller. Three complete copies of the agency response shall be submitted to the CDRB at OATH's offices and one to the supplier. Extensions of time for submittal of the agency response shall be given as necessary upon a showing of good cause or, upon the consent of the parties, for an initial period of up to thirty (30) days. (3) Further Proceedings. The Board shall permit the supplier to present its case by submission of memoranda, briefs, and oral argument. The Board shall also permit the agency to present its case in response to the supplier by submission of memoranda, briefs and oral arguments. If requested by the Corporation Counsel, the Comptroller shall provide reasonable assistance in the preparation of the agency's case. Neither the supplier nor the agency may support its case with any documentation or other material that was not considered by the Comptroller, unless requested by the CDRB. The CDRB, in its discretion, may seek such technical or other expert advice as it shall deem appropriate and may seek, on its own or upon application of a party, any such additional material from any party as it deems fit. The CDRB, in its discretion, may combine more than one dispute between the parties for concurrent resolution. -37-

(4) CDRB Determination. Within forty-five (45) days of the conclusion of all submissions and oral arguments, the CDRB shall render a decision resolving the dispute. In an unusually complex case, the CDRB may render its decision in a longer period of time, not to exceed ninety (90) days, and shall so advise the parties at the commencement of this period. The CDRB's decision must be consistent with the terms of the contract. Decisions of the CDRB shall only resolve matters before the CDRB and shall not have precedential effect with respect to matters not before the CDRB. (5) Notification of CDRB Decision. The CDRB shall send a copy of its decision to the supplier, the ACCO, the Corporation Counsel, the Comptroller, the CCPO, the Office of Construction, the PPB, and, in the case of construction or construction-related services, the Engineer. A decision in favor of the supplier shall be subject to the prompt payment provisions of the PPB Rules. The Required Payment Date shall be thirty (30) days after the date the parties are formally notified of the CDRB's decision. (6) Finality of CDRB Decision. The CDRB's, decision shall be final
and binding on all parties. Any party may seek review of the CDRB's decision solely in the form of a challenge, filed within four months of the date of the CDRB's decision, in a court of competent jurisdiction of the State of New York, County of New York pursuant to Article 78 of the Civil Practice Law and Rules. Such review by the court shall be limited to the question of whether or not the CDRB's decision was made in violation of lawful procedure, was affected by an error of law, or was arbitrary and capricious or an abuse of discretion. No evidence or information shall be introduced or relied upon in such proceeding that was not presented to the CDRB in accordance with Section 4-09 of the PPB Rules. H. Any termination, cancellation, or alleged breach of the contract prior to or during the pendency of any proceedings pursuant to this section shall not affect or impair the ability of the Agency Head or CDRB to make a biding and final decision pursuant to this section. CONTRACT CHANGES Changes may be made to this contract only as duly authorized by the Agency Chief Contracting Officer or his or her designee. Vendors deviating from the requirements of an original purchase order or contract without a duly approved change order document, or written contract modification or amendment, do so at their own risk. All such changes, modifications and amendments will become a part of the original contract. Contract changes will be made only for work necessary to complete the work included in the original scope of the contract, and for non-material changes to the scope of the contract Changes are not permitted for any material alteration in the

8.16 A.

B.

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scope of work. Contract changes may include any contract revision deemed necessary by the Contracting Officer. C. The Contractor may be entitled to a price adjustment for extra work performed or to be performed pursuant to a written change order. If any part of the contract work is. necessarily delayed by a change order, the contractor may be entitled to an extension of time for performance. Adjustments to price shall be validated for reasonableness by using appropriate price and cost analysis. Except in the case of requirements contracts, any contract increases which cumulatively exceed the greater of 10% of the contract amount or $100,000 must be approved in writing by the City Chief Procurement Officer. Any contract amendment that either amends a unit price, cancels required units, or adds a new type of unit item to the contract must be approved in writing by the Agency Chief Contracting Officer. NO DAMAGE FOR DELAY The Contractor agrees to make no claim for damages for delay in the performance of this Contract occasioned by any act or omission to act of the City or any of its representatives, and agrees that any such claim shall be fully compensated for by an extension of time to complete performance of the work as provided herein. 8.18 A. PROMPT PAYMENT The Prompt Payment provisions set forth in Chapter 4, Section 4-06 of the Procurement Policy Board Rules in effect at the time of this solicitation will be applicable to payments made under this contract. The provisions require the payment to contractors of interest on payments made after the required payment date except as set forth in subdivisions c(3) and (2), (3), (4) and (5) of Section 4-06 of the Rules. The contractor must submit a proper invoice to receive payment, except where the contract provides that the contractor will be paid at predetermined intervals without having to submit an invoice for each scheduled payment. Determinations of interest due will be made in accordance with the provisions of Section 4-06 of the Procurement Policy Board Rules and General Municipal Law Section 3-a. POLITICAL ACTIVITY There shall be no partisan political activity or any activity to further the election or defeat of any candidate for public, political or party office as part of or in connection with this Agreement, nor shall any of the funds provided under this Agreement be used for such purposes.

D.

8.17

B.

C.

8.19

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8.20

RELIGION . There shall be no religious worship, instruction or proselytization as part of or in connection with the performance of this agreement, except that recipients of the services may be allowed access to religious instructions or worship of their own persuasion.

8.21 A.

REDUCTION OF FEDERAL STATE OR CITY FUNDING The Contractor, acknowledging that this Agreement is funded in whole or in part by funds secured from the Federal, New York State or City Government, agrees that should there be a reduction or discontinuance of such funds by action of the Federal, New York State or City Government, the City of New York and the Department shall have, in their sole discretion, the right to terminate this Agreement in whole or in part, or to reduce the funding and level of services of this Agreement caused by such action by the Federal, State or City Governments, including, in the case of the reduction option, but not limited to, the reduction or elimination of programs, services or service components; the reduction or elimination of contract-reimbursable staff or staff-hours, and the corresponding reductions in the Agreement budget and in the total amount payable under the Agreement. In the case of the termination option referred to in paragraph A, above, any such termination shall take effect immediately upon written notice thereof to the Contractor. In the case of the reduction option referred to in paragraph A, above, any such reduction shall be effective as of the date set forth in a written notice thereof to the Contractor, which shall be not less than thirty (30) calendar days from the date of such notice. Prior to sending such notice of reduction, the Department shall advise the Contractor that such option is being exercised and affording the Contractor an opportunity to make within seven (7) calendar days any suggestion(s) it may have as to which program(s), service(s), service component(s), staff or staff-hours might be reduced or eliminated, provided, however, that the Contractor expressly understands and agrees that the Department shall not be bound to utilize any of the Contractor's suggestions and that the Department shall have sole and exclusive discretion to decide how to effectuate the reductions. The tension and reduction options of the Department and City set forth in paragraphs A and B, above, are independent and separate rights in addition to any other rights of termination or modification provided by this Agreement, by law or by relevant regulation, and supersede any and all rights or actions the Contractor may have under any provision of this Agreement to the Contrary.

B.

C.

ARTICLE 9. EQUAL EMPLOYMENT 9.1 Mayor's Executive Order No. 50 A. This Agreement is subject to the requirements of Executive Order No. 50 (1980) as revised ("E.0.50") and the Rules and Regulations promulgated thereunder. No -40-

Contract will be awarded unless and until these requirements have been complied with in their entirety. By signing this Contract, the Contractor agrees that it: (1) will not engage in any unlawful discrimination against any employee or applicant for employment because of race, creed, color, national origin, sex, age, disability, marital status, or sexual orientation with respect to all employment decisions including, but not limited to recruitment, hiring, upgrading, demotion, downgrading, transfer, training, rates of pay or other forms of compensation, layoff, termination, and all other terms and conditions of employment; (2) the Contractor agrees that when it subcontracts it will not engage in any unlawful discrimination in the selection of subcontractors on the basis of the owner's race, color, creed, national origin, sex, age, disability, marital status or sexual orientation or that it is an equal opportunity employer, (3) will state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that all qualified applicants will receive consideration for employment without regard to race, creed, color, national origin, sex, age, disability, marital status or sexual orientation; or that it is an equal employment opportunity employer; (4) will send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or memorandum of understanding, written notification of its equal employment opportunity commitments under E.O. 50 and the rules and regulations promulgated thereunder; and (5) will furnish all information and reports including an Employment Report before the award of the Contract which are required by E.O. 50, the rules and regulations promulgated thereunder, and orders of the Director of the Division of Labor Services (" DLS"), and will permit access to its books, records and accounts by the DLS for the purposes of investigation to ascertain compliance with such rules, regulations, and orders. Nothing contained in this section shall be construed to bar any religious or denominational institution or organization, or any organization operated for charitable or educational purposes, which is operated, supervised or controlled by or in connection with a religious organization, from limiting employment or giving preference to persons of the same religion or denomination or from making such selection as is calculated by such organization to promote the religious principles for which it is established or maintained. -41-

B. The Contractor understands that in the event of its noncompliance with the nondiscrimination clauses of this Agreement or with any of such rules, regulations or orders, such noncompliance shall constitute a material breach of this Agreement and noncompliance with E.O. 50 and the rules and regulations promulgated thereunder. After a hearing held pursuant to the rules of the DLS, the Director may direct the imposition by the contracting agency head of any or all of the following sanctions: (1) disapproval of the Contractor; (2) suspension or termination of the Agreement; (3) declaring the Contractor in default; or (4) in lieu of any of the foregoing sanctions, the Director may impose an employment program, C. The Director of the Bureau may recommend to the contracting agency head that a Board of Responsibility be convened for purposes of declaring a contractor who has repeatedly failed to comply with E.O. 50 and the rules and regulations promulgated thereunder to be nonresponsible. D. The Contractor agrees to include the provisions of the foregoing paragraphs in every subcontract or purchase order in excess of $50,000 to which it becomes a party, unless exempted by E.O. 50 and the rules and regulations promulgated thereunder, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as may be directed by the Director of the Bureau of Labor Services as a means of enforcing such provisions including sanctions for noncompliance. E. The Contractor further agrees that it will refrain from entering into any contract or contract modification subject to E.O.50 and the rules and regulations promulgated thereunder with a subcontractor who is not in compliance with the requirements of E.O. 50 and the rules and regulations promulgated thereunder. 9.2 Where required by New York State Labor Law Section 220-e the Contractor agrees: A. That in the hiring of employees for the performance of work under this Agreement or any subcontract hereunder, neither the Contractor, subcontractor, nor any person acting on behalf of such Contractor or subcontractor shall by reason of race, creed, color, sex or national origin discriminate against any citizen of the State of New York who is qualified and available to perform the work to which the employment relates; -42-

B. That neither the Contractor, subcontractor, nor any person on behalf thereof shall, in any manner, discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, creed, color, sex or national origin; C. That there may be deducted from the amount payable to the Contractor by the City under this Agreement a penalty of five dollars for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of this Agreement; and D. That this Agreement may be cancelled or terminated by the City and all monies due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. E. The aforesaid provisions of this section covering every contract for or on behalf of the State or a municipality for the manufacture, sale or distribution of materials, equipment or supplies shall be limited to operations performed within the territorial limits of the State of New York. 9.3 Where required by New York City Administrative Code Section 6-108 the Contractor agrees that: A. It shall be unlawful for any person engaged in the construction, alteration or repair of buildings or engaged in the construction or repair of streets or highways pursuant to a contract with the City or engaged in the manufacture, sale or distribution of materials, equipment or supplies pursuant to a contract with the City to refuse to employ or to refuse to continue in any employment any person on account of the race, color or creed of such person. B. It shall be unlawful for any person or any servant, agent, or employee of any person, described in subdivision (A) above, to ask, indicate or transmit orally or in writing, directly or indirectly, the race, color, or creed or religious affiliation of any person employed or seeking employment from such person, firm or corporation. C. Disobedience of the foregoing provisions shall be deemed a violation of a material provision of this Agreement. D. Any person, or the employee, manager or owner of or officer of such firm or corporation who shall violate any of the provisions of this section shall, upon conviction thereof, be punished by a fine or not more than one hundred dollars or by imprisonment for not more than thirty days, or both. -43-

ARTICLE 10. APPROVALS 10.1 PROCUREMENT POLICY BOARD RULES This contract is subject to the Rules of the Procurement Policy Board of the City of New York dated August 1, 1990, as amended. In the event of a conflict between said Rules and a provision of this contract, the Rules shall take precedence.
10.2 THE CITY OF NEW YORK This Agreement shall not become effective or binding unless: A. authorized by the Mayor; approved pursuant to New York City Charter and Procurement Policy Board Rules for contracts not subject to public letting; and the Comptroller shall have endorsed his certificate that there remains unexpended and unapplied a balance of the appropriation of funds applicable hereto sufficient to pay the estimated expense of executing this Agreement; approved by the Mayor pursuant to the provisions of Executive Order No. 42, dated October 9, 1975 in the event that Executive Order requires such approval; and certified by the Mayor (Mayor's Fiscal Committee created pursuant to Executive Order No. 43, dated October 14, 1975) that performance thereof will be in accordance with the City's financial plan. approved by the New York State Financial Control Board (Board) pursuant to the New York State Financial Emergency Act for the City of New York, as amended, (the "Act), in the event regulations of the Board pursuant to the Act require such approval. it has been authorized by the Mayor and the Comptroller shall have endorsed his or her certificate that there remains unexpended and unapplied a balance of the appropriation of funds applicable thereto sufficient to pay the estimated expense of carrying out this Agreement. The requirements of this section of the contract shall be in addition to, and not in lieu of, any approval or authorization otherwise required for this contract to be effective and for the expenditure of City funds. 10.3 OTHER APPROVALS OR AUTHORIZATIONS The requirement of this Articles shall in addition to, and not in lieu of, any approval or authorization otherwise required for this Agreement to be effective and for the expenditure of City funds. ARTICLE 11. 11.1 MACBRIDE PRINCIPLES

B.

C.

D.

E.

NOTICE TO ALL PROSPECTIVE CONTRACTORS Local Law No. 34 of 1991 became effective on September 10, 1991 and added section 6-115.1 to the Administrative Code of the City of New York. The Local law provides for

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certain restrictions on City contracts to express the opposition of the people of the City of New York to employment discrimination practices in Northern Ireland and to encourage companies doing business in Northern Ireland to promote freedom of opportunity in the work place. Pursuant to Section 6-115.1, prospective contractors for contracts to provide goods or services involving an expenditure of an amount greater than ten thousand dollars, or for construction involving an amount greater than fifteen thousand dollars, are asked to sign a rider in which they covenant and represent a material condition of their contract, that any business operations in Northern Ireland conducted by the Contractor and individual or legal entity in which the Contractor holds ten percent or greater ownership interest and any individual or legal entity that holds ten percent or greater ownership interest in the contract will he conducted in accordance with the MacBride Principles of nondiscrimination in employment. Prospective Contractors are not required to agree to these conditions. However, in the case of contracts let by competitive sealed bidding, whenever the lowest responsible bidder has not agreed to stipulate to the conditions set forth in this notice and another bidder who bas agreed to stipulate to such conditions has submitted a bid within five percent of the lowest responsible bid for a contract to supply goods, services or construction of comparable quality, the contracting entity shall refer such bids to the Mayor, the Speaker or other officials, as appropriate, who may determine, in accordance with applicable laws and rules, that it is in the best interest of the City to award the contract to other than the lowest responsible bidder, pursuant to Section 313(b) (2) of the City Charter. In the case of contracts let by other than competitive sealed bidding, if a prospective contractor does not agree to these conditions, no agency, elected official or the Council, shall award the contract to the bidder, unless the entity seeking to use the goods, services or construction, certifies in writing that the contract is necessary for the entity to perform its functions and there is no other responsible contractor who will supply goods, services or construction of comparable quality at a comparable price, PART A In accordance with section 6-115.1 of the Administration Code of the City of New York, the Contractor stipulates that such Contractor and any individual or legal entity in which the Contractor holds a ten percent or greater ownership interest and any individual or legal entity that holds a ten percent or greater ownership in the Contractor either (a) have no business operations in Northern Ireland, or (b) shall take lawful steps in good faith, to conduct any business operations that they may have in Northern Ireland, in accordance with the MacBride Principles, and shall permit independent monitoring of their compliance with such principles. PART B For purposes of this section, the following terms shall have the following meanings: 1. "MacBride Principles" shall mean those principles relating to nondiscrimination in employment and freedom of opportunity in the work place which require employers doing business in Northern Ireland to: -45-

(1) increase the representation of individuals from underrepresented religious groups in the work force, including managerial, supervisory, administrative, clerical and technical jobs; (2) take steps to promote adequate security for the protection of employees from underrepresented religious groups both at the work place and while traveling to and from work; (3) ban provocative religious or political emblems from the work place; (4) publicly advertise all job openings and make special recruitment efforts to attract applicants from underrepresented religious groups; (5) establish layoff, recall and termination particular religious group; (6) abolish all job reservations, apprenticeship restrictions and different employment criteria which discriminate on the basis of religion; (7) develop training programs that will prepare substantial numbers of current employees from underrepresented religious groups for skilled jobs, including the expansion of existing programs and the creation of new programs to train, upgrade and improve the skills of workers from underrepresented religious groups; (8) establish procedures to assess, identify and actively recruit employees from underrepresented religious groups with potential for farther advancements; and (9) appoint a senior management staff member to oversee affirmative
action efforts and develop a timetable to ensure their full implementation. 11.2 ENFORCEMENT OF ARTICLE 11.1 The Contractor agrees that the covenants and representations in Article 11.1 above are material conditions to this contract. In the event the contracting entity receives information that the Contractor, who signed the stipulation required by this section, is in violation thereof, the contracting entity shall review such information and give the Contractor an opportunity to respond. If the contracting entity finds that a violation has occurred, the entity shall have the right to declare the Contractor in default and/or terminate this contract for cause and procure the supplies, services or work from another source in any manner the entity deems proper. In the event of such termination, the Contractor shall pay to the entity, or the entity in its sole discretion may withhold from any amounts otherwise payable to the Contractor, the difference between the contract price for the uncompleted portion of this contract and the cost to the contracting entity of completing performance of this contract. In the case of a requirements contract, the

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Contractor shall be liable for such difference in price for the entire amount of supplies required by the contracting entity for the uncompleted term of its contract. In the case of a construction contract, the contracting entity shall also have the right to hold the Contractor in partial or total default in accordance with the default provisions of this contract, and/or may seek debarment or suspension of the Contractor. The rights and remedies of the entity hereunder shall be in addition to, and not in lieu of, any rights and remedies the entity has pursuant to this contract or by operation of law. ARTICLE 12. CONTRACTOR'S COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT
12.1 This Agreement is subject to the provisions of Subtitle A of Title II of the Americans with Disabilities Act of 1990, 42 U.S.C. 12132 ("ADA") and regulations promulgated pursuant thereto, see 28 CFR Part 35. Contractor shall not discriminate against an individual with a disability, as defined in the ADA, in providing services, programs or activities pursuant to this Agreement. To ensure Contractor's compliance with the ADA during the term of this Agreement, the Contractor shall prepare a plan ("Compliance Plan") which lists its program site(s) and describes in detail, bow it intends to make the services, programs or activities set forth in the scope of services herein, readily accessible and usable by individuals with disabilities at such site(s) listed. In the event the program site is not readily accessible and usable by individuals with disabilities, Contractor shall also include in the Compliance Plan, a description of reasonable alternative means and methods that result in making the services, programs or activities set forth herein readily accessible to and usable by individuals with disabilities, including but not limited to people with visual, audial, or mobility disabilities. Contractor shall submit the Compliance Plan to the ACCO of the Agency for review within 10 days after execution of this Agreement. Upon approval by the Agency of the Compliance Plan, Contractor shall abide by the Compliance Plan and implement any action detailed in the Compliance Plan to make the services, programs or activities accessible and usable by the disabled. Implementation of the Compliance Plan shall be in accordance with the schedule for Compliance agreed upon by the Agency and the Contractor. Contractor's failure to either submit a Compliance Plan as required herein or implement an approved Compliance Plan may be deemed a material breach of this Agreement and result in the City terminating this Agreement.

12.2

ARTICLE 13. YEAR 2000 COMPLIANCE A. All computer technology provided by Contractor containing or calling on a calendar function including, without limitation, any function indexed to a CPU clock, and any function providing specific dates or days, or calculating spans of dates or days, shall record, store, process, provide and, where appropriate, insert, true and accurate dates and calculations for dates and spans including and following January 1, 2000. As part of its obligations, Contractor shall consult with Department to assure that such technology will (i) have no lesser functionality with respect to records containing dates both, or either, before or after January 1, 2000 than heretofore with respect to dates prior to January 1, -47-

2000 and (ii) be interoperable with other technology used by Department which may deliver records, receive records from or otherwise interact with such technology in the course of the Department's data processing. B. All technology heretofore provided or specified to Department by Contractor whether hereunder or user separate agreement, if not currently capable of using or rendering date or time sensitive data or supporting interoperability in the manner described in subsection (a) above, but still under maintenance, shall be modified or replaced by Contractor with technology which provided all existing functionality and is so capable, by a date no later than thirty (30) days after the date of award without incremental charge therefor. ARTICLE 14. ENTIRE AGREEMENT This written Agreement contains all the terms and conditions agreed upon by the parties hereto, and no other agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto, or to vary any of the terms contained herein. IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date first above written. CITY OF NEW YORK DEPARTMENT OF SOCIAL SERVICES HUMAN RESOURCES ADMINISTRATION COMMISSIONER
By /S/ VERNA EGGLESTON ----------------------------------------------Corporate Contractor Affix Corporate Seal:

[Corporate Seal] AMERICAN MEDICAL ALERT CORP. CONTRACTOR
By /S/ JOY SIEGEL -----------------------------------------------

Title VP - PROVIDER RELATIONS ---------------------------------------------

11-2571221 Fed. Employer I.D. No. or Soc. Sec. No. -48-

STATE OF NEW YORK ) :ss: COUNTY OF NEW YORK ) On this 22nd day of February 2002, before me personally came Verna Eggleston, to me known and known to me to be Commissioner of the HUMAN RESOURCES ADMINISTRATION/ DEPARTMENT OF SOCIAL SERVICES of the CITY OF NEW YORK, the person described in and who is duly authorized to execute the foregoing instrument on behalf of the Commissioner, and he acknowledged to me that he executed the same for the purpose therein mentioned.
/S/ BONNY R. BRIGGMAN --------------------------NOTARY PUBLIC

STATE OF NEW YORK ) :ss: COUNTY OF NASSAU) On this 5 day of February 2002, before me personally came Joy Siegel, to me known, who, being by me duly sworn, did depose and say that she resides at 100 Daly Boulevard, Oceanside, that (s)he is the VP-Provider Relations of the American Medical Alert Corp., the corporation described in and which executed the above instrument, that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.
/S/ JACK F. RHIAN --------------------NOTARY PUBLIC

EXHIBIT 10(t) ADVISORY AGREEMENT This Agreement is made and entered into on the 6th day of February, 2002 between Cameron Associates, Inc. ("Cameron" or the "Consultant") and American Medical Alert Corp. (the "Company"). The Company hereby engages Consultant to render consulting advice to the Company relating to an agreement with Health Hero Network, Inc. ("HH") and other business matters upon the terms and conditions set forth herein. In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. This Agreement shall commence as of February 6, 2002, and continue for a term of nine (9) months; provided however, that the Company and the Consultant by mutual agreement extend this agreement or enter into another agreement. 2. During the term of this Agreement, Consultant shall provide the Company with such regular and customary consulting advice as is reasonably requested by the Company. It is understood and acknowledged by the parties that the value of Consultant's advice is not readily quantifiable, and that although Consultant shall be obligated to render the advice contemplated by this Agreement upon the reasonable request of the Company, Consultant shall not be obligated to spend any specific amount of time in so doing. Consultants duties may include, but will not necessarily be limited to: (A) Rendering advice with regard to the "Memorandum of Understanding" between Health Hero Network, Inc. and American Medical Alert Corp. (B) Rendering advice with regard to a definitive agreement between HH and the Company. (C) Rendering advice with regard to internal operations, including: (1) the formation of the corporate goals and their implementation; (2) the Company's financial structure and its divisions or subsidiaries; (3) corporate organization and personnel; (4) financial projections; (5) marketing plans. (D) Rendering advice with regard to any of the following corporate matters: (1) changes in capitalization of the Company; (2) changes in the Company's corporate structure; (3) redistribution of shareholdings of the Company's stock; (4) alternative uses of corporate assets; and (5) structure and use of debt.

In addition to the foregoing, Consultant agrees to furnish advice to the Company in connection with the acquisition of and/or merger with other companies, the sale of the Company itself, or any of its assets, subsidiaries or affiliates, or similar type of transaction (hereinafter referred to as a "Transaction"). Consultant shall also render such other consulting services as may from time to time be agreed upon by Consultant and the Company. 3. The Company shall pay Consultant a monthly fee of $5,000, the first payment due upon the execution of this Agreement. The monthly fee for our services will be billed the first day of each month and payable upon receipt. Either party can cancel this agreement upon 30 days written notice. The Company will issue to Cameron (and/or its designees) 35,000 warrants exercisable for a period of five years from the date of issuance at an exercise price of $3.50 per share ("warrants"). The Warrants will be prepared by the Company's council in an acceptable form to both the Company and the Consultant. 4. In addition to the above, in the event that a Transaction is consummated by the Company during the term of this Agreement, for which the Consultant has served to facilitate, the Company shall pay a fee mutually agreed upon by the Company and Consultant, prior to closing of a transaction. 5. In addition to the fees payable hereunder, the Company shall reimburse Consultant for all reasonable travel and out-of-pocket expenses incurred in connection with the services performed by Consultant pursuant to this Agreement, promptly after submission to the Company of appropriate evidence of such expenditures. No expenditures shall exceed $500.00 without the written consent of the Company. 6. The Company acknowledges that all opinions and advice (written or oral) given by Consultant to the Company in connection with Consultant's engagement are intended solely for the benefit and use of the Company in considering the transaction to which they relate, and the Company agrees that no person or entity other than the Company shall be entitled to make use of or rely upon the advice of the Consultant to be given hereunder, and no such opinion or advice shall be used for any manner of for any purpose, nor may the Company make any public reference to Consultant, or use the Consultant's name in any annual reports or any other reports or releases of the Company, without Consultant's prior written consent. 7. Consultant will hold in confidence any confidential information which the Company provides to Consultant pursuant to this Agreement which is designated by an appropriate stamp of legend as being confidential. Notwithstanding the foregoing, Consultant shall not be required to maintain confidentially with respect to information (i) which is or becomes part of the public domain not due to the breach of this Agreement by Consultant; (ii) of which it had independent knowledge prior to disclosure; (iii) which comes into the possession of consultant in the normal and routine course of its own business form and through independent non-confidential sources; or (iv) which is required to be disclosed by Consultant by laws, rule or regulators. If consultant is requested or required to disclose any confidential information supplied to it by the Company, Consultant shall, unless prohibited by law notify the Company of such request(s) so that the Company may seek an appropriate protective order.

8. The Company acknowledges that Consultant or its affiliates are in the business of providing financial services and consulting advice to others. Nothing herein contained shall be construed to limit or restrict Consultant in conducting such business with others, or in rendering such advice to others. 9. The Company recognizes and confirms that, in advising the Company hereunder, Consultant will use and rely on data, material and other information furnished to Consultant by the Company, without independently verifying the accuracy, completeness or veracity of same. 10. The Company agrees to indemnify and hold harmless Cameron, its employees, agents, representatives and controlling persons from and against any and all losses, claims, damages, liabilities, suits, actions, proceedings, costs and expenses (collectively "Damages"), including, without limitation, reasonable attorney fees and expenses, as and when incurred, if such Damages were directly or indirectly caused by, relating to, based upon or arising out of rendering by Cameron of services pursuant to this Agreement, so long as Cameron shall not have engaged in intentional or willful misconduct, or shall have acted grossly negligently, in connection with the services provided which form the basis of the claim for indemnification. This paragraph shall survive the termination of this Agreement. 11. Consultant shall perform its services hereunder as an independent contractor and not as an employee or agent of the Company or any affiliate thereof. Consultant shall have not authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing from time to time. 12. This Agreement constitutes the entire agreement between the parties with respect to the matter thereof. No provision of this Agreement may be amended, modified or waived, except in writing signed by both parties. This Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors, legal representatives and assigns. This Agreement may be executed in counterparts. In the event of any dispute under this Agreement, then and in such event, each party agrees that the same shall be submitted to the American Arbitration Associate ("AAA") in the City of New York, for its decision and determination in accordance with its rules and regulations then in effect. Each of the parties agrees that the decision and/or award made by the AAA may be entered as judgement of the Courts or the State of New York, and shall be enforceable as such. This Agreement shall be construed and enforced in accordance wit the laws of the State of New York, without giving effect to conflict of laws.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year of the first above written.
CAMERON ASSOCIATES, INC. AMERICAN MEDICAL ALERT CORP.

By: /s/ Lester Rosenkrantz ----------------------------Lester Rosenkrantz ----------------------------President -----------------------------

By: /s/ Howard M. Siegel ------------------------------Howard M. Siegel -------------------------------------------------------------

EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-48385, 33-91806, 33-53029 and 333-70626 on Form S-8 and Registration Statement No. 333-54992 on Form S-3 of American Medical Alert Corp. of our report dated March 14, 2002 appearing in this Annual Report on Form 10-KSB of American Medical Alert Corp. for the year ended December 31, 2001.
/s/ Margolin, Winer & Evens LLP Margolin, Winer & Evens LLP Garden City, New York April 1, 2002