Exhibit 10.1

SUBLEASE AGREEMENT

This SUBLEASE AGREEMENT ("Sublease") is made and entered into as of October 1, 2001 by and between Movado Group, Inc., a New York corporation ("Sublandlord") and National Financial Services LLC,a Delaware limited liability company ("Subtenant").

WHEREAS, Meadowlands Associates, a New Jersey Limited Partnership as landlord ("Landlord"), and Sublandlord as tenant ("Tenant"), entered into a Lease dated as of October 31, 1986 as modified pursuant to the First Amendment of Lease dated as of May 31, 1994 and the Second Amendment of Lease dated as of December 23, 1998 and the Third Amendment of Lease dated as of February 17, 2000 (collectively known as "Master Lease") whereby Landlord leased 84,854 rentable square feet ("Master Premises") of the building located at 125 Chubb Avenue, Lyndhurst, New Jersey (the "Building"), as more particularly described in the Master Lease, upon the terms and conditions contained therein. All capitalized terms used herein shall have the same meaning ascribed to them in the Master Lease unless otherwise defined herein. A copy of the master Lease is attached as Exhibit "A" and made a part hereof.

WHEREAS, Sublandlord and Subtenant are desirous of entering into a sublease for a portion of the Master Premises consisting of the 4th Floor of the Building containing 56,629 rentable square feet shown on the demising plan annexed hereto as Exhibit "B" and made a part hereof ("Sublease Premises") on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually covenant and agree as follows:

1. Demised Premises. Sublandlord hereby subleases and demises to Subtenant and Subtenant hereby hires and subleases from Sublandlord the Sublease Premises (which the parties stipulate contain 56,629 rentable square feet), upon and subject to the terms, covenants and conditions hereinafter set forth; provided, however, that notwithstanding the foregoing, Sublandlord shall have the right to keep and maintain all of its existing computer, telephone, security and related equipment in the space shown hatched in black on the demising plan annexed hereto as Exhibit "C" and made a part hereof (the "Computer Room") until November 16, 2001 and to access the Computer Room at such times with such personnel as Sublandlord shall deem necessary from time to time.

2. Lease Term. The term of this Sublease ("Term") shall be for a term, commencing on the date that Landlord consents to such Sublease ("Sublease Commencement Date") and ending, unless sooner

terminated as provided herein, on May 31, 2002 ("Sublease Expiration Date"); provided, however, that if Landlord does not give such consent by October 15, 2001, then Subtenant shall have the right, on fifteen (15) days prior written notice to Sublandlord, to terminate this Sublease, except that if Landlord consents to this Sublease before the expiration of fifteen (15) days after the date of such notice of termination by Subtenant then such election to terminate shall be vitiated and of no force or effect Sublandlord confirms that it has vacated the Sublease Premises (except the Computer Room).

3. Use. The Sublease Premises shall be used and occupied by Subtenant for executive and administrative office use in compliance with the Master Lease and for no other purpose.

4. Subrental.

(a) Beginning with the Sublease Commencement Date and thereafter during the Term of this Sublease and ending on the Sublease Expiration Date, Subtenant shall pay to Sublandlord $56,629.00/month ($12.00/RSF/Annum) in monthly installments of base rent ("Base Rental"). The first monthly installment of Base Rental shall be paid to Sublandlord upon the execution of this Sublease. Base Rental and additional rent (including without limitation, late fees) shall hereinafter be collectively referred to as "Rent".

(b) If the Sublease Commencement Date is not the first (1st) day of a month, or if the Sublease Expiration Date is not the last day of a month, a prorated installment of monthly Rent based on a thirty (30) day month shall be paid for the fractional month during which the Term commenced or terminated.

(c) Beginning with the Sublease Commencement Date and continuing to the Sublease Expiration Date, Subtenant shall pay to Sublandlord as additional rent for this subletting all special or after-hours cleaning, heating, ventilating, air-conditioning, elevator and other Building charges incurred at the request of, or on behalf of, Subtenant, or with respect to the Sublease Premises (which in no event will exceed the amount of such costs actually incurred by Sublandlord) and all other additional expenses, costs and charges payable to Landlord in connection with Subtenant's use of the Sublease Premises including, without limitation, charges for electricity used by Subtenant.

(d) Beginning with the expiration of calendar year 2001 ("Base Year") and thereafter during the Term of this Sublease, Subtenant shall pay to Sublandlord as additional rent for this subletting an amount equal to 20.13% ("Subtenant's Share") of the excess of Building Operating Costs (as set forth in Article 36 of the Master Lease) for the Building for 2002 over the total amount of Building Operating Costs for the Building incurred by Landlord during the Base Year pursuant to the terms and conditions of the Master Lease. Subtenant's Share is a percentage which reflects the ratio of the rentable square feet in the Sublease Premises to the rentable square feet in the Building.

(e) Beginning with the expiration of the Base Year and thereafter during the Term of this Sublease, Subtenant shall pay to Sublandlord as additional rent for this subletting Subtenant's Share of the excess of Real Estate Taxes (as set forth in Article 36 of the Master Lease) for the Building for 2002 over

the total amount of Real Estate Taxes for the Building incurred by Landlord during the Base Year pursuant to the terms and conditions of the Master Lease.

(f) Except as otherwise specifically provided in this Sublease, Rent shall be payable in lawful money without demand, and without offset, counterclaim, or setoff in monthly installments, in advance, on the first day of each an every month during the Term of this Sublease. All of said Rent is to be paid to Sublandlord at its office at the address set forth in Section 11 herein, or at such other place or to such agent and at such place as Sublandlord may designate by notice to Subtenant. Any additional rent payable (including electric unless paid directly to the utility company) on account of items which are not payable monthly by Sublandlord to Landlord under the Master Lease is to be paid to Sublandlord within fifteen (15) days after the date of a statement delivered to Subtenant setting out such items of additional rent unless a different time for payment is elsewhere state herein. Upon written request therefor, Sublandlord agrees to provide Subtenant with copies of any statements or invoices received by Sublandlord from Landlord pursuant to the terms of the Master Lease.

(g) Subtenant shall pay to Sublandlord an administrative charge at an annual interest rate equal to the prime rate charged by Citibank, N.A. plus two percent (2%) on all amounts of Rent payable hereunder that are not paid within five (5) days after the date when due, such charge to accrue from the date upon which such amount was due until paid.

5. Incorporation of Terms of Master Lease.

(a) This Sublease is subject and subordinate to the Master Lease. Subject to the modifications set forth in this Sublease, the terms of the Master Lease are incorporated herein by reference, and shall, as between Sublandlord and Subtenant (as if they were Landlord and Tenant, respectively, under the Master Lease) constitute the terms of this Sublease except to the extent that they are inapplicable to, inconsistent with, or modified by, the terms of this Sublease. In the event of any inconsistencies between the terms and provisions of the Master Lease and the terms and provisions of the Sublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has the Master Lease and is familiar with the terms and conditions thereof. Subtenant shall have the same right to Allotted Parking under the Master Lease as enjoyed by Sublandlord.

(b) For the purposes on incorporation herein, the terms of the Master Lease are subject to the following additional modifications:

(i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord.

(ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both

Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory.

(iii) Sublandlord shall have no obligation to restore or rebuild any potion of the Sublease Premises after any destruction or taking by eminent domain.

(iv) Notwithstanding anything herein or in the Master Lease to the contrary, Subtenant shall have the right to terminate this Sublease on thirty (30) days prior written notice to Sublandlord if more than half of the Sublease Premises is rendered untenantable, inaccessible or unusable by a fire or other casualty and cannot be restored or repaired to substantially the condition existing prior to such fire or other casualty within ninety (90) days after the occurrence thereof.

(c) The following provisions of the Master Lease are specifically excluded in their entirety: Articles 33, 46, 60, 61 and 62.

(d) Sublandlord represents that the Master Lease is (and will be on the Sublease Commencement Date) in full force and effect, without modification, and Sublandlord is not in default thereunder, nor is Landlord, and Sublandlord has received no notice of default thereunder which remains uncured.

6. Subtenant's Obligations. Subtenant covenants and agrees that all obligations of Sublandlord under the Master Lease shall be done or performed by Subtenant with respect to the Sublease Premises, except as otherwise provided by this Sublease, and Subtenant's obligations shall run to Sublandlord and Landlord as Sublandlord may determine to be appropriate or be required by the respective interests of Sublandlord and Landlord. Subtenant agrees to indemnify Sublandlord, and hold it harmless, from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred as a result of the non-performance, non-observance or non-payment of any of Subtenant's obligations under this Sublease. If Subtenant makes any payment to Sublandlord pursuant to this indemnity, Subtenant shall be subrogated to the rights of Sublandlord concerning said payment. Subtenant shall not do, nor permit to be done, any act of thing which is a default under this Sublease or the Master Lease.

7. Sublandlord's Obligations.
(a) Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default under the Master Lease. Any condition resulting from a default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant unless such condition constitutes an eviction, actual or reconstructive, as between Sublandlord and

Landlord and no such default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unless such default excuses Sublandlord from the performance or observation of any of its obligations under the Master Lease or entitles Sublandlord to receive any reduction or abatement of Minimum Rent under the Master Lease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease and perform all other obligations of Sublandlord under the Master Lease with respect to the balance of the Master Premises outside of the Sublease Premise to the extent that failure to perform the same would adversely affect Subtenant's use of occupancy of the Sublease Premises.

(b) If Landlord shall fail to observe or perform any of the terms, covenants, conditions or agreements of the Master Lease, Subtenant, at its sole cost and expense, shall be entitled to take or commence such actions as are appropriate to enforce Landlord's observance or performance. Sublandlord agrees to cooperate with Subtenant in the prosecution of said actions provided, however, that Subtenant hereby indemnifies and holds harmless Sublandlord from any claim, liability or expense incurred by or threatened against Sublandlord by reason of any such action by Subtenant (other than liability or expense caused by Sublandlord's actions or omissions).

8. Default by Subtenant. In the event Subtenant shall be in default of any covenant of, or shall fail to honor any obligation under, this Sublease, Sublandlord shall have available to it against Subtenant all of the remedies available (a) to Landlord under the Master Lease in the event of a similar default on the part of Sublandlord thereunder or (b) at law.

9. Quiet Enjoyment. So long as Subtenant pays all of the Rent due hereunder and performs all of Subtenant's other obligations hereunder, Subtenant shall have the right to peaceably and quietly have, hold and enjoy the Sublease Premises.

10. Notices. Anything contained in the provision of this Sublease to the contrary notwithstanding, Subtenant agrees, with respect to the Sublease Premises, to comply with and remedy any default in this Sublease or the Master Lease which, under the terms of this Sublease, is Subtenant's obligation to cure, within the period allowed to Sublandlord under the Master Lease or, if a longer period, within five (5) days after notice from Sublandlord as to any monetary default and within twenty (20) days after notice from Sublandlord as to any other default ; Sublandlord agrees to forward to Subtenant, promptly upon receipt thereof by Sublandlord, a copy of each notice of default received by Sublandlord in its capacity as Tenant under the Master Lease. Subtenant agrees to forward to Sublandlord, promptly upon receipt thereof, copies

of any notices received by Subtenant from Landlord or from any governmental authorities, All notices, demands and requests shall be in writing and shall be sent either by hand delivery or by a nationally recognized overnight courier service (e.g., Federal Express), in either case return receipt requested, to the address of the appropriate party. Notices, demands and requests so sent shall be deemed given when the same are received. Notices to Sublandlord shall be sent to the attention of:

Movado Group, Inc
650 From Road
Paramus, NJ 07652
Attn: VP Administration
Copy to: Legal Department

Notices to Subtenant shall be sent to the attention of:

National Financial Services LLC

c/o Fidelity Corporate Real Estate 82 Devonshire Street, Mail Zone W2A Boston, MA 02109

11. Broker. Sublandlord and Subtenant represent and warrant to each other that, with the exception of Cushman & Wakefield of New Jersey Inc. and Alexander Summer/Cresa Partners NJ ("Brokers"), no brokers were involved in connection with the negotiation or consummation of this Sublease. Sublandlord agrees to pay a commission of the Brokers pursuant to a separate agreement. Each party agrees to indemnify the other, and hold it harmless, from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred by said party as a result of a breach of this representation and warranty by the other party.

12. Condition of Premises. Subtenant acknowledges that it is subleasing the Sublease Premises "as-is" on the date hereof and that Sublandlord is not making any representation or warranty concerning the condition of the Sublease Premises and that Sublandlord is not obligated to perform any work to prepare the Sublease Premises for Subtenant's occupancy. Subtenant acknowledges that it its not authorized to make or do any alterations or improvements in or to the Sublease Premises except as permitted by the provisions of this Sublease and the Master Lease and that it must deliver the Sublease Premises to Sublandlord on the Sublease Expiration Date in the condition required by the Master Lease. Sublandlord will not unreasonably withhold or delay its consent to any alterations or improvements Subtenant desires to make to the Sublease Premises.

13. Consent of Landlord. Article 48 of the Master Lease required Sublandlord to obtain the written consent of Landlord to this Sublease. Sublandlord shall solicit Landlord's consent to this Sublease promptly following the execution and delivery of this Sublease by Sublandlord and Subtenant. Neither Sublandlord nor Subtenant shall be obligated to incur any cost or expense in

obtaining Landlord" consent, Subtenant agrees to execute the attornment agreement in Section 48.5 of the Master Lease if Landlord so requests.

14. Termination of the Lease. If for any reason the term of the Master Lease shall terminate prior to the Sublease Expiration Date, this Sublease shall automatically be terminated and Sublandlord shall not be liable to Subtenant by reason unless said termination shall have been caused by the default of Sublandlord under the Master Lease, and said Sublandlord default was not as a result of a Subtenant default hereunder.

15. Assignment and Subletting. Independent of and in addition to any provisions of the Master Lease, including without limitation the obligation to obtain landlord's consent to any assignment, it is understood and agreed that Subtenant shall have no right to sublet the Sublease Premises or any portion thereof or any right or privilege appurtenant thereto; or to assign this Sublease or any interest therein, or to suffer or permit any other person to occupy or use the Sublease Premises.

16. Limitation of Estate. Subtenant's estate shall in all respects be limited to, and be construed in a fashion consistent with, the estate granted to Sublandlord by Landlord. In the event Sublandlord is prevented from performing any of its obligations under this Sublease by a breach by Landlord of a term of the Master Lease; then Sublandlord's sole obligation in regard to its obligation under this Sublease shall be to use reasonable efforts in diligently pursuing the correction or cure by Landlord of Landlord's breach.

17. Entire Agreement. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Sublease and this Sublease supercedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Sublandlord to Subtenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Sublease. This Sublease, the exhibits and schedules attached hereto contain all of the terms, covenants, conditions warranties and agreements of the parties relating in any manner to the rental, use and occupancy of the Sublease Premises and shall be considered to be the only agreements between the parties hereto and their provisions of this Sublease can be modified, deleted or added to except in writing signed by the parties hereto. All negotiations and oral agreements acceptable to both parties have been merged into and included herein. There are no otter representatives or warranties between the parties, with respect to the subject matter hereof except as contained in this Sublease.

IN WITNESS WHEREOF, the parties have entered into this Sublease as of the date first written above.

SUBLANDLORD:                SUBTENANT:
MOVADO GROUP, INC.          NATIONAL FINANCIAL SERVICES LLC
A New York corporation      A Delaware limited liability company

 By:/s/ Rick Cote           By:/s/ Jeffrey S. Wallace

 Its: Exec. VP/COO          Its:Vice President & Chief Financial Officer

Exhibit 10.2

SECOND AMENDMENT TO LEASE

1. PARTIES

1.1 THIS AGREEMENT made the 26th day of July, 2001 is between MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee"), whose address is 125 Chubb Avenue, Lyndhurst, New Jersey 07071.

2. STATEMENT OF FACTS

2.1 Lessor and Lessee entered into a Lease dated December 21, 2000, as amended by First Amendment dated December 21, 2000 (the "Lease") covering approximately 57,535 gross rentable square feet on the third
(3rd) floor ("Premises") in the building located at Mack Centre II, One Mack Drive, Paramus, New Jersey ("Building"); and

2.2 Lessee wishes to install a receiving antenna which includes one (1) eighteen inch satellite dish and related equipment including any cable or signal lines, any receivers amplifiers, electrical power supplies, motor's or other electronic equipment and any masts, supporting structures, guy wires, anchors, equipment shelters or other structures (hereinafter the "Antenna") on a portion of the roof of the Building as approved by Lessor; and

2.3 Lessor is willing to allow Lessee to utilize a portion of the roof of the Building designated by Lessor for the placement of the Antenna on the terms and conditions set forth below.

3. TERMS OF AGREEMENT

NOW, THEREFORE, in consideration of the Premises and the covenants hereinafter, Lessor and Lessee agree as follows:

3.1 The above recitals are incorporated herein by reference.

3.2 All capitalized and non-capitalized terms used in this Agreement which are not separately defined herein but are defined in the Lease shall have the meaning given to any such term in the Lease.

3.3 Lessor hereby grants to Lessee the right and privilege to occupy a portion of the roof of the Building designated by Lessor so that Lessee may install, use, operate, maintain, repair and replace, the Antenna, in compliance with the provisions of this Agreement.

3.4 The rights of Lessee under this Agreement are non-exclusive and Lessor shall have the continued ability to lawfully allow other parties, or itself, the right to install other equipment on the roof of the Building.

3.5 Lessee acknowledges it has examined the portion of the roof of the Building designated by Lessor under Section 3.3 above and accepts same in its "AS-IS" condition and agrees that Lessor is under no obligation to perform any work or provide any materials to prepare the roof or the Building for Lessee's Antenna. Lessee acknowledges no representation has been made by Lessor as to the condition or the suitability of the roof of the Building for the use of Lessee's Antenna for which the Lessee is granted herein, or whether such use is permissible under any applicable laws.

3.6 The Antenna may be used only in connection with business operations conducted by Lessee in the Premises and at other locations. The Antenna may not be used for common carrier telecommunication services or for private telecommunication

      services to anyone other than Lessee. The Antenna shall be installed,
      used, operated and maintained solely at the expense of Lessee. Lessee
      shall coordinate the installation activities with Lessor and shall neither
      bring the Antenna or any associated equipment to the site, nor commence
      its installation at the Building, without first giving Lessor reasonable
      notice of the date and time of the planned installation.

3.7   The Antenna shall in all cases be installed, used, operated, maintained
      and removed in compliance with the following requirements: (1) the Antenna
      shall not interfere in any way with the Building's existing engineering,
      window washing or other maintenance functions; (2) the Antenna must be
      properly secured and installed so as not to be affected by high winds or
      other elements; (3) the Antenna must be properly grounded; (4) the weight
      of the Antenna shall not exceed the load limits of the Building; and (5)
      in no event shall the Antenna or any appurtenant wiring or cable interfere
      with or otherwise affect the electrical, mechanical, structural, life
      safety or other building systems of the Building.

3.8   Lessee shall bear all costs and expenses in connection with the
      installation, use, operation, maintenance, and removal of the Antenna,
      including all costs relating to the repair of any damage to the roof or
      other parts of the Building caused directly by any such installation, use,
      operation, maintenance or removal, including without limitation water
      damage or other damage resulting from the elements.

3.9   The use of the Antenna and the location thereof on the Building shall at
      all times be in compliance with and permitted by all applicable
      governmental laws, codes, rules, and regulations including zoning and
      building laws and laws administered by the Federal Communication
      Commission and the Federal Aviation Administration. Lessee shall be
      responsible for, and procure at its sole cost and expense, any approvals
      and/or permits necessary for the installation and operation of the
      Antenna. Any such permit application must be coordinated with Lessor prior
      to filing. A copy of said permits and/or approvals shall be delivered to
      Lessor prior to the installation of the Antenna.

3.10  Notwithstanding the foregoing, the Antenna will not cause any interference
      to Lessor's use or operation of the Building. Lessee shall take all steps
      required to insure that the location and operation of the Antenna shall
      not interfere with or adversely effect (i) transmission by other
      communication facilities located within the Building or on the roof of the
      Building and used by Lessor or any other present or future tenants of the
      Building; (ii) other tenant's use and enjoyment of its leased space or the
      common areas of the Building; or (iii) neighboring landowners. If the
      location or operation of the Antenna causes such interference, Lessee
      shall, within forty-eight (48) hours of notice from Lessor, take all steps
      necessary to correct and eliminate to Lessor's satisfaction such
      interference, or remove the Antenna. Lessee will indemnify, defend and
      hold harmless Lessor and its agents from and against any and all claims
      for damages due to its Antenna or the transmissions therefrom which cause
      any such interference. Lessor will notify Lessee of any claim from third
      parties of alleged interference created by Lessee's installation or from
      transmissions or receptions from such installations. Upon receipt of any
      notification from Lessor of any such claimed interference, Lessee will
      undertake the handling of such claim and shall indemnify, defend and hold
      harmless Lessor and its agents from and against any and all cost and
      expenses arising by reason of such claim. As part of the installation of
      the Antenna, Lessee will appropriately filter and trap any and all
      byproducts or interference through existing broadcast installations and
      their signals or through other appropriate means.

3.11  If Lessor, for any reason, is unable to obtain any required access through
      adjoining premises or space occupied by other tenants, Lessor will
      promptly notify Lessee and terminate Lessee's right to install the
      Antenna.

3.12  Prior to the installation of the Antenna, Lessee shall, at its cost and
      expense, prepare and deliver to Lessor working drawings, plans and
      specifications (the

"Plans") detailing the exact location and size of the Antenna and method of the installation and use of the Antenna. No installation shall commence until Lessor has approved the Plans, which approval shall not be unreasonably withheld or delayed. Lessee shall install the Antenna and all wires, cables and other components strictly in the manner shown on the Plans. Such installation shall be performed
(i) upon reasonable prior notice to Lessor, (ii) in a safe manner consistent with generally accepted construction standards and (iii) in such a way as to minimize interference with the operation of the Building. Each contractor performing any portion of Lessee's installation of the Antenna shall be subject to Lessor's approval, which approval shall not be unreasonably withheld or delayed.

3.13. Lessee shall install all screening reasonably required by Lessor such that the Antenna shall not be visible from any portion of the ground constituting the Common Areas. The Antenna shall not display any name, logo, or identity whatsoever visible from any portion of the ground or be used for advertising of products or services. No marking lighting of the Antenna will be permitted.

3.14 Lessee shall keep the Antenna in good order, repair and condition throughout the term of this Agreement and shall bear the cost of repairing any damage to the Building resulting from the installation, maintenance, relocation, use and removal of the Antenna, including any roof repairs and consequential damages resulting from roof leaks. Lessor shall have the option to perform such work and Lessee shall reimburse Lessor for such reasonable costs, on demand.

3.15 Lessee may not install the Antenna in a manner which will void or impair any then existing roof warranty. All work in connection with the roofing surface shall be performed by Lessor's roofing contractor at Lessee's sole cost and expense.

3.16 Access by Lessee and its employees, agents, and contractors to portions of the Building outside the Premises for the installation, maintenance, repair, operation, and use of the Antenna is subject to reasonable rules and requirements of Lessor, including any requirement that work on the Antenna be performed at times and under the supervision of persons designated by Lessor.

3.17 At Lessor's request, Lessor shall obtain and pay for (i) the services of a structural engineer acceptable to Lessor, (i) the design of any additional roof supports required to support the Antenna and (ii) the monitoring of the installation thereof.

3.18 Lessee shall pay Lessor, on demand, the reasonable cost Lessor typically charges for (i) determining the location of the Antenna and its associated wiring, (ii) the cost of reviewing the Plans and monitoring such installation, (iii) the cost of coordinating and obtaining any certification as to the continuation of the roof guarantee and (iv) any other reasonable cost incurred by Lessor resulting from Lessee's installation, use or removal of the Antenna.

3.19 The term of this Agreement shall commence upon the date the Lessee is in receipt of a building permit applicable to the installation of the Antenna ("Commencement Date") and shall expire on the Expiration Date stated in the Lease unless otherwise extended.

3.20 From and after the Commencement Date, Lessee shall pay Lessor a fee for the use of space outside the Premises for the Antenna in the amount of $100.00 dollars in advance each month during the term stated in Paragraph 3.19 above, without any demand, counterclaim, deduction or setoff. All monthly installments of this fee shall be deemed Additional Rent under the Lease. If the term commences on a day other than the first day of a month, the fee shall be prorated for that first month for the number of days from the Commencement Date to the end of the month.

3.21 The Antenna shall remain Lessee's personal property and shall be at the Building

at the sole risk of the Lessee and Lessor shall not be liable for damage thereto or theft, misappropriation or loss thereof. At the termination of the Lease, or any renewal or extension thereof, the Antenna and all related equipment and wiring shall be removed by Lessee, at Lessee's sole cost and expense, and Lessee shall at that time repair any damage caused by the such installation and removal thereof.

3.22 Lessor may, upon twenty (20) days prior written notice to Lessee, require Lessee to relocate the Antenna and such associated cables, wiring and components to another location on the roof, and Lessee shall do so at its sole cost and expense.

3.23 Notwithstanding the above, Lessee shall, at its sole cost and expense, within thirty (30) days after receipt of written notice from Lessor that a comparable communications system has been installed, remove the Antenna and commence using such comparable communication system provided by Lessor or its designee. Lessee shall have no liability or responsibility for the costs associated with the acquisition and installation of such system.

3.24 Lessee agrees that except to the extent arising directly from the negligence or willful misconduct of Lessor or its agents, employees, representatives and/or contractors, but subject to the terms of the Lease, Lessor shall not be liable for any damage or liability of any kind or for any injury to or death of persons or damage to property resulting from any cause whatsoever relating to the installation, use, maintenance, relocation or removal of the Antenna and its associated wiring, cables, and other components and Lessee hereby agrees to protect, defend, indemnify and save harmless Lessor and its agents from all claims, actions, demands, costs, expenses and liability whatsoever, including reasonable attorneys fees, on account of any such real or claimed event, damage or liability and from all liens, claims and demands arising from any occurrence relating to the installation, use, repair, maintenance, relocation or removal of the Antenna, including any roof leaks, roof repairs and consequential damages resulting from the same or occasioned in whole or in part by any act or omission of Lessee, its agents, contractors, servants, employees or invitees. Lessee's obligations under this provision shall survive the expiration or sooner termination of this Agreement.

3.25 Lessee hereby represents to Lessor that there exists no default under the Lease either by Lessee or Lessor.

3.26 Except as expressly amended herein, the Lease covering the Premises shall remain in full force and effect, and Lessor and Lessee hereby ratify and confirm all of the terms and conditions thereof.

3.27 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

3.28 Each party agrees that it will not raise or assert as a defense to any obligation under the Lease or this Agreement or make any claim that the Lease or this Agreement is invalid or unenforceable due to any failure of this document to comply with ministerial requirements including, but not limited to, requirements for corporate seals, attestations, witnesses, notarizations, or other similar requirements, and each party hereby waives the right to assert any such defense or make any claim of invalidity or unenforceability due to any of the foregoing.

IN WITNESS WHEREOF, Lessor and Lessee have hereunto set their hands and seals the date and year first above written, and acknowledge one to the other they possess the requisite authority to enter into this transaction and to sign this Agreement.

MACK-CALI REALTY, L.P., MOVADO GROUP, INC.

LESSOR                                       LESSEE



By:  Mack-Cali Realty Corporation,           By:  /s/ Richard A. Buonocore
     its general partner                          -----------------------------
                                                  Name:  Richard A. Buonocore
                                                  Title: Senior Vice President
By:  /s/ Michael A. Grossman                             Administration
     -----------------------------                       Movado Group Inc.
     Michael A. Grossman
     Executive Vice President

EXHIBIT 10.3

FIRST AMENDMENT OF
SUBLEASE AGREEMENT

This FIRST AMENDMENT OF SUBLEASE is made and entered into as of October 10, 2001 by and between Movado Group, Inc., a New York corporation ("Sublandlord") and National Financial Services LLC, a Delaware limited liability company ("Subtenant").

WHEREAS, Sublandlord and Subtenant entered into a sublease as of October 1, 2001 (the "Sublease") for a portion of the Master Premises (as defined in the Sublease) consisting of the 4th floor of the Building (as defined in the Sublease) containing 56,629 rentable square feet shown on the demising plan annexed to the Sublease as Exhibit "B" ("Original Sublease Premises") and Sublandlord and Subtenant desire to expand the Original Sublease Premises by subleasing the remainder of the Master Premises consisting of 28,225 rentable square feet on the 5th floor of the Building ("Additional Sublease Premises") as shown on Exhibit "A" annexed hereto and made a part hereof, and to otherwise amend certain terms and conditions contained in the Sublease on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually covenant and agree as follows:

1. Definitions. All capitalized and non-capitalized terms used in this First Amendment which are not separately defined herein but are defined in the Sublease shall have the meaning given to any such term in the Sublease. Except as otherwise expressly provided in this First Amendment, for the Additional Sublease Premises Term the term "Sublease Premises" shall have the same meaning as the term "Master Premises" and the Sublease shall be deemed amended accordingly. All terms and agreements contained in the Sublease shall apply to the Additional Sublease Premises demised herein with the same force and effect as if the same had been set forth herein, except as otherwise expressly provided in this First Amendment.

2. Demise of Additional Sublease Premises. Sublandlord hereby subleases and demises to Subtenant and Subtenant hereby hires and subleases from Sublandlord the Additional Sublease Premises (which the parties stipulate contain 28,225 rentable square feet) upon and subject to the terms, covenants and conditions herein after set forth.

3. Lease Term.
(a) Notwithstanding anything to the contrary contained in the Sublease Agreement, the Sublease Commencement Date shall be October 1, 2001. The term applicable to the Additional Sublease Premises only (the "Additional Sublease Premises Term") shall commence on the date that Landlord consents to this First Amendment and Sublandlord vacates the Additional Sublease Premises and notifies

Subtenant thereof, and the Additional Sublease Premises Term shall end, unless sooner terminated as provided herein, on December 31, 2001 ("Additional Sublease Premises Expiration Date") provided, however, that in the event Sublandlord shall have failed to vacate the Additional Sublease Premises on or before November 15, 2001 or Landlord shall have failed to consent to this First Amendment on or before November 15, 2001, then Subtenant shall have the right to terminate this First Amendment upon written notice to Sublandlord. Sublandlord will remove all of its moveable personal property from the Additional Sublease Premises prior to vacating the same.

(b) If Sublandlord vacates the Additional Sublease premises on or before October 24, 2001, Subtenant will reimburse Sublandlord up to $15,000 of Sublandlord's reasonable expenses incurred in connection therewith. If Sublandlord vacates the Additional Sublease Premises after October 24, 2001 but on or before November 1, 2001, Subtenant will reimburse Sublandlord up to $10,000 of Sublandlord's reasonable expenses incurred in connection therewith. Any reimbursement of expenses required under this section 3(b) will be paid to Sublandlord within twenty (20) days after Subtenant's receipt of a statement from Sublandlord setting forth such expenses.

4. Subrental. Beginning with the Additional Sublease Premises Commencement Date and thereafter during the Additional Sublease Premises Term and ending on the Additional Sublease Premises Expiration Date, the Base Rental shall be $84,854/month.

5. Subtenant's Additional Covenants.
(a) After delivery of possession to Subtenant of the south side of the 4th floor constituting part of the Original Sublease Premises, Subtenant shall in no event do anything or permit anything to be done therein before November 1, 2001, including, without limitation, any demolition or construction, that will materially interfere with, disrupt or otherwise adversely affect Sublandlord's data room or telephone closets or any of the computer or telecommunication equipment therein or Sublandlord's use thereof.

(b) DELETED

6. Entire Agreement. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this First Amendment and the Sublease, as amended by this First

Amendment, supercedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Sublandlord to Subtenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Sublease. Except as expressly amended herein, the Sublease shall remain in full force and effect as if the same had been set forth in full herein.

IN WITNESS WHEREOF, the parties have entered into this First Amendment of Sublease as of the date first written above.

SUBLANDLORD:                   SUBTENANT:
MOVADO GROUP, INC.             NATIONAL FINANCIAL SERVICES LLC
A New York corporation         A Delaware limited liability company

 By:/s/ Efraim Grinberg        By: /s/ Jeffrey S. Wallace

 Its:President                 Its: Vice President & Chief Financial Officer

Exhibit 10.4

THIRD AMENDMENT TO LEASE

1. PARTIES

1.1 THIS AGREEMENT made the 6th day of November, 2001 is between MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee"), whose address is Mack Centre II, One Mack Drive, Paramus, New Jersey.

2. STATEMENT OF FACTS

2.1 Lessor and Lessee entered into a Lease dated December 21, 2000, as amended by First Amendment to Lease dated December 21, 2000 and Second Amendment to the lease dated July 26, 2001 (hereinafter collectively, the "Lease") covering approximately 57,535 gross rentable square feet on the third (3rd) floor ("Premises") in the building located at Mack Centre II, One Mack Drive, Paramus, New Jersey ("Building"); and

2.2 Lessee desires to expand the Premises by leasing approximately 6,024 gross rentable square feet on the third (3rd) floor of the Building contiguous to the Premises ("Second Expansion Premises"), as shown on Exhibit A attached hereto and made a part hereof; and

2.3 The parties desire to amend certain terms of the Lease as set forth below.

3. AGREEMENT

NOW, THEREFORE, in consideration of the terms, covenants and conditions hereinafter set forth, Lessor and Lessee agree as follows:

3.1 The above recitals are incorporated herein by reference.

3.2 All capitalized and non-capitalized terms used in this Agreement which are not separately defined herein but are defined in the Lease shall have the meaning given to any such term in the Lease.

3.3 The Term applicable to the Second Expansion Premises shall commence on the date the Second Expansion Premises are delivered to Lessee (the "Effective Date") and shall terminate at 11:59 p.m. on June 30, 2013, said date being the Expiration Date, as defined in the Lease. Lessor shall use reasonable efforts to deliver the Second Expansion Premises to Lessee on or about December 1, 2001 but shall have no liability for failure to deliver same by said date.

3.4 Lessor hereby leases the Second Expansion Premises to Lessee, and Lessee shall accept the Second Expansion Premises on the Effective Date in its "AS-IS" condition with the Building systems serving the Second Expansion Premises in good working order. Lessor represents that to the best of its knowledge there are no unlawful quantities of asbestos or contaminates in the Second Expansion Premises.

3.5 Lessee, at its sole cost and expense, shall perform improvement work to the Second Expansion Premises including, without limitation, legally demising the Second Expansion Premises in accordance with Exhibit B attached hereto and made part hereof. Lessor shall provide an allowance towards such improvements work of up to ONE HUNDRED FIFTY THOUSAND SIX HUNDRED AND 00/100 DOLLARS ($150,600.00) ("Lessor's
Construction Allowance.

3.6 From and after the Effective Date, the following shall be effective:

a. Lessor shall lease to Lessee and Lessee shall hire from Lessor the Second Expansion Premises as shown on Exhibit A attached hereto and made part hereof.

b. The Premises shall be defined as approximately 63,559 gross rentable square feet on the third (3rd) floor of the Building and Paragraph 7 of the Preamble to the Lease be shall deemed amended accordingly.

c. In addition to the Fixed Basic Rent payable applicable to the Premises, Lessee shall pay Lessor Fixed Basic Rent applicable to the Second Expansion Premises which shall accrue as follows and Paragraph 10 of the Preamble to the Lease shall be deemed supplemented accordingly:

Lease Year(s)            Yearly Rate         Monthly Installment
Effective Date-6/30/05   $149,094.00         $12,424.50
7/1/05-6/30/09           $161,142.00         $13,428.50
7/1/09-6/30/13           $173,190.00         $14,432.50

Notwithstanding anything hereinabove to the contrary, Lessee's obligation to pay the accrual of Fixed Basic Rent for the Second Expansion Premises shall commence only on the three (3) month anniversary of the Effective Date.

d. Parking Spaces as defined in Paragraph 14 of the Preamble to the Lease shall be amended to be a total of two hundred fifty-four (254) spaces, forty-three (43) of which shall be assigned and two hundred eleven
(211) of which shall be unassigned. As shown on Exhibit C attached hereto and made a part hereof.

e. Lessee shall pay Lessor the cost of electricity consumed within the Second Expansion Premises in accordance with Article 22 Building Standard Office Electrical Service of the Lease.

f. Lessee's Percentage applicable to the Second Expansion Premises shall be 1.72%.

g. Lessee shall pay Lessor, as Additional Rent, Lessee's Percentage applicable to the Second Expansion Premises of the increased cost to Lessor for each of the categories set forth in Article 23 (Additional Rent) over the Base Period Costs set forth in Paragraph 2 of the Preamble of Lease. Notwithstanding anything hereinabove to the contrary, Lessee shall have no obligation to pay Lessee' Percentage applicable to the Second Expansion Premises of the increased cost to Lessor over the Base Period Costs for the Second Expansion Premises during the first twelve (12) months following the Effective Date.

h. The term "Second Expansion Premises" shall have the same meaning as the term "Premises" as in the Lease, and the Lease shall be deemed amended accordingly. All terms and agreements contained in the Lease shall apply to the Second Expansion Premises demised herein with the same force and effect as if the same had been set forth in full herein except as otherwise expressly provided in this Agreement.

i. Lessor shall use the Second Expansion Premises primarily as an employee cafeteria with secondary uses as: a watch sale/company store, a customer service window for drop off and pick up of company products, and offices/conference rooms. As part of Lessee's cafeteria needs, Lessor agrees to permit Lessee to install, at Lessee's sole cost and expense, several exhaust ducts directly to the exterior of the Building, or in the alternative, to the roof of the Building through a Building airshaft vent or similar vent or similar opening. Such work by Lessee shall be subject to plans approved by Lessor, which approval shall not be unreasonably withheld, delayed or conditioned. Lessee shall remove any such alterations at the expiration or sooner termination of the Term and restore the Second Expansion Premises and the Building to the condition existing prior to such alteration.

j. Lessee shall have the right to install, at Lessee's sole cost and expense, a new electric riser through Lessor's common Building shaft. Such work by Lessee shall be subject to plans approved by Lessor, which approval shall not be unreasonably withheld, delayed or conditioned. Lessee shall remove any such alterations at the expiration or sooner termination of the Term and restore the Second Expansion Premises and the Building to the condition existing prior to such alteration.

3.7 This Agreement shall not extend or otherwise amend the Term or Fixed Basic Rent

       applicable to the Premises as defined herein.

3.8    Each of Lessor and Lessee represent and warrant to the other that no
       broker except Alexander Summer LLC (the "Broker") brought about this
       transaction, and each agrees to indemnify and hold the other harmless
       from any and all claims of any other broker arising out of or in
       connection with negotiations of, or entering into of, this Agreement.
       Lessor agrees to pay Broker pursuant to a separate agreement and to
       indemnify and hold harmless Lessee with respect to claims by the Broker.

3.9    Except as expressly amended herein, the Lease shall remain in full force
       and effect as if the same had been set forth in full herein, and Lessor
       and Lessee hereby ratify and confirm all of the terms and conditions
       thereof.

3.10   This Agreement shall be binding upon and inure to the benefit of the
       parties hereto and their respective legal representatives, successors and
       permitted assigns.

3.11   Each party agrees that it will not raise or assert as a defense to any
       obligation under the Lease or this Agreement or make any claim that the
       Lease or this Agreement is invalid or unenforceable due to any failure of
       this document to comply with ministerial requirements including, but not
       limited to, requirements for corporate seals, attestations, witnesses,
       notarizations, or other similar requirements, and each party hereby
       waives the right to assert any such defense or make any claim of
       invalidity or unenforceability due to any of the foregoing.

       IN WITNESS WHEREOF, Lessor and Lessee have hereunto set their hands and

seals the date and year first above written, and acknowledge one to the other that they possess the requisite authority to enter into this transaction and to sign this Agreement.

LESSOR                                       LESSEE
MACK-CALI REALTY, L.P.                       MOVADO GROUP, INC.


By: Mack-Cali Realty Corporation,
    its general partner


By: /s/ Michael A. Grossman                  By: /s/ [ILLEGIBLE]
   --------------------------------              -------------------------------
   Michael A. Grossman                           Name:

Executive Vice President Title:

EXHIBIT A

LOCATION OF SECOND EXPANSION PREMISES

[FLOOR PLAN GRAPHIC]

THIRD (3RD) FLOOR
ONE MACK DRIVE
PARAMUS, NEW JERSEY

EXHIBIT B

LESSEE'S WORK AND ALTERATIONS

Lessee may make the alterations required for Lessee's use of the Second Expansion Premises (hereinafter the "Work") after the Effective Date of the Second Amendment subject to the following:

a. Lessee, at its sole cost and expense, shall prepare and submit to Lessor, for Lessor's and governmental approval, the following descriptive information, detailed architectural and engineering drawings and specifications (hereinafter the "Plans") for the Work. The Plans shall be as complete and finished as required to completely describe the Work and shall include, but not be limited to, the following:

i. Demolition Plans depicting all existing conditions to be removed, abandoned or cut patched.

ii. Architectural floor plans depicting partition locations and types; door location, size, and hardware types.

iii. Structural plans, if required, depicting new structural components and their connections to existing elements.

iv. Electrical plans depicting any new and existing electrical wiring, devices, fixtures and equipment.

v. Mechanical plans depicting any new plumbing, piping, heating, ventilating, air conditioning equipment, and duct work and its connections to existing elements.

vi. Life Safety System plans depicting all new or altered alarm system fixtures, devices, detectors and wiring within the Second Expansion Premises and their connection to existing systems.

vii. Coordinated reflected ceiling plan showing ceiling systems and materials and all of the above items and their proximity to one another.

viii. Finish plans showing locations and types of all interior finishes with a schedule of all proposed materials and manufacturers.

The Plans shall provide for all systems and construction components complying with the requirements of all governmental authorities and insurance bodies having jurisdiction over the Building.

b. The Plans for the Work are subject to Lessor's prior written approval which shall not be unreasonably withheld, provided, however, that Lessor may in any event disapprove the Plans if they are incomplete, inadequate or inconsistent with the terms of the Lease or with the quality and architecture of the Building. Lessor agrees to approve or disapprove the Plans within three (3) business days of receipt of same (the "Lessor's Approval Period"). If Lessor disapproves the Plans or any portion thereof, Lessor shall promptly notify Lessee thereof and of the revisions which Lessor reasonably requires in order to obtain Lessor's approval Lessee shall, at its sole cost and expense, submit the Plans, in such form as may be necessary, with the appropriate governmental agencies for obtaining required permits and certificates. Any changes required by any governmental agency affecting the Work or the Plans shall be complied with by Lessee in completing said Work at Lessee's sole cost and expense. Lessee shall submit completed Plans to Lessor simultaneously with Lessee's submission of said plans to the local building department.

2. Lessor shall permit Lessee to solicit competitive pricing and select its own general and/or individual subcontractors to perform the Work in its sole cost subject to the following:

a. All general contractors shall be subject to Lessor's prior written approval, which shall

Exhibit B - Page 1

not be unreasonably withheld.

b. Intentionally omitted.

c. Lessee shall be permitted to use the same team of architects and contractors who built Lessee's current office space on the third floor of the Building.

d. If Lessee does not use the same team of architects and contractors who built Lessee's current office space on the third floor of the Building, then Lessee shall use the Base Building Sub-Contractors and their respective trades are set forth in Paragraph 6 below.

e. Lessee notifies Lessor in writing of Lessee's selection of general and subcontractors.

f. All costs associated with the biding process soliciting competitive pricing will be at the sole cost and expense of the Lessee.

3. Intentionally omitted.

4. If Lessee elects to engage another general contractor, or individual sub-contractors, Lessee shall, at its sole cost and expense, complete the Work. Lessee shall complete such Work through its own contractors in accordance with the following terms and conditions:

a. Lessee's workmen and mechanics shall work in harmony and not interfere with the labor employed by Lessor, Lessor's mechanics or contractors or by any other Lessee or their mechanic or contractors, if any. If at any time Lessee and/or its contractors cause disharmony or interference with the operation of the Building, Lessor shall give forty-eight (48) hours written notice to Lessee and Lessee shall promptly resolve any dispute so that the tenor of the construction process and the operation of the Building is returned to that which existed prior to Lessor's notice. Such entry by Lessee's contractors shall be deemed controlled by all of the terms, covenants, provisions and conditions of the Lease.*

b. Prior to the commencement of the Work, Lessee shall provide Lessor with evidence of Lessee's contractors and sub-contractors carrying such worker's compensation, general liability, personal and property insurance required by law and in amounts no less than the amounts set forth in Paragraph 8 herein. Lessor shall not be liable in any way for any injury, loss or damage which may occur to any portion of the Work, Lessee's decorations, or installments so made, the same being solely at Lessee's risk.

c. All proposed Building System work, including the preparation of the plans and specifications identified herein, shall be approved by Lessor's engineers (the "Engineering Review"), and the reasonable cost thereof shall be Lessee's responsibility.

d. Lessor shall afford Lessee and its contractors the opportunity to use the Building facilities in order to enable Lessee and its contractors to perform the Work, provided however, that Lessee and its contractors shall remain responsible for the scheduling and transportation of materials and equipment used in the performance of such work. Lessee shall give Lessor adequate prior notice with regard to the scheduling and transportation of materials in and out of the Building. Lessor shall furnish, at Lessor's expense, water, electricity, heat and ventilation during the performance of the Work during regular construction trade hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of trade holidays. Scavenger service shall be provided by Lessor at Lessee's expense.

e. All plans, changes to the plans and work installed by Lessee and its sub-contractors shall require inspections to be made by Lessor's Base Building Sub-Contractors at Lessee's or Lessee's contractors expense (the "Inspection Fees"). The Base Building Sub-Contractors shall supply Lessor with certification that work so preformed has been completed in accordance with the Plans which have been previously approved

Exhibit B -- Page 2

by Lessor. If a Base Building Sub-Contractor is selected and actually installs the work, the Inspection Fees described in this paragraph with respect to such work shall not be required.

f. Lessee shall be responsible for all cleaning and removal of debris necessitated by the performance of the Work. If Lessee fails to provide such cleaning and removal, the same may be performed by Lessor on Lessee's behalf (except if the debris is only located within the Premises, Lessor shall give Lessee three (3) days notice prior to performing such work) and Lessee will pay Lessor an amount equal to the contractor's charge therefore.

g. Neither the outside appearance nor the strength of the Building or of any of its structural parts shall be affected by the Work.

h. The proper functioning of any of the Building Systems shall not be adversely affected or the usage of such systems by Lessee shall not be materially increased above the projected usage of such systems indicated by the current plans and specifications of the Building.

i. Lessee and its general and sub-contractors shall be bound by and observe all of the conditions and covenants contained in the Lease and this Exhibit A.

j. Lessor shall designate a "Project Manager" as its representative in the Building who shall be responsible for coordination and supervision of the Work as it pertains to the daily operation of the Building. The Project Manager and his subordinates shall be granted access to the Second Expansion Premises at all times during the construction period.

5. Any part of the Work other than Lessee's trade fixtures and equipment within the Second Expansion Premises shall become the property of the Lessor upon installation. Furthermore, with respect to any material and installation which is part of the Work, Lessee shall not be entitled to remove (unless replaced with equivalent property), pledge or sell same unless otherwise agreed to in writing by Lessor and Lessee. No refund, credit, or removal of said items shall be permitted at the termination of the Lease. Items installed that are not integrated in any such way with other common building materials do not fall under this provision (Example:
shelving, furniture, trade fixtures equipment).

6. Lessor shall provide a cash contribution of up to ONE HUNDRED FIFTY THOUSAND SIX HUNDRED AND 00/100 DOLLARS ($150,600.00) ("Lessor's Construction Allowance") for payment of the costs associated with the completion of The Work. Lessor's Construction Allowance shall be payable within fifteen (15) days of Lessor's receipt of the following and shall be payable notwithstanding that the Effective Date of the Second Amendment to Lease may not have yet occurred:

a. Copy of the Certificate of Occupancy (temporary and permanent) issued by the local construction official;

b. AIA Document G704, Certificate of substantial completion issued and signed by Lessee's Architect;

c. Release of Lien statements from the general and all sub-contractors associated with the Work and invoices evidencing the cost of said work; and

d. Lessee shall provide Lessor a set of reproducible drawings of the Plans and a "CAD" file (in .DWG or .DXF format) of the "As-Built" Plans.

7. The Base Building Sub-Contractors are:

FIRE SPRINKLER CONTRACTOR
"To be provided by Lessor upon request from Lessee."

ELECTRICAL CONTRACTOR

Exhibit B - Page 3

"To be provided by Lessor upon request from Lessee."

PLUMBING CONTRACTOR
"To be provided by Lessor upon request from Lessee."

HVAC CONTRACTOR
"To be provided by Lessor upon request from Lessee."

8. Lessee's Contractor's Insurance:

a. The Lessee shall require any and all contractors of the Lessee performing work on or about the Second Expansion Premises to obtain and/or maintain specific insurance coverage for events which could occur while operations are being performed and which could occur after the completion of the work. The insurance coverage of the contractor shall be at least equal to the coverage required by Article 30 of the Lease and the contractor shall name Lessor and, if requested, Mortgagee as additional insureds on all policies of liability insurance.

b. The contractor shall purchase and maintain such insurance as will protect itself and Lessor and Lessee from claims set forth below which may arise out of or result from its operations under the contract and after contract completion with Lessee, whether such operations are performed by the contractor or by any subcontractor or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The insurance coverage shall include but not be limited to protection for:

i. Claims under Workers or Workmens Compensation, Disability Benefits, and other Employee Benefit Acts;

ii. Claims for damages because of bodily injury, occupational sickness, disease or death of its employees;

iii. Claims for damages because of bodily injury, sickness, disease, or death of any person other than its employees;

iv. Claims for damages insured by the usual personal injury liability coverages which are sustained by (i) any person as a result of an offense directly or indirectly related to the employment of such person by the contractor, or (ii) by any other person;

v. Claims for damages, other than to the work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom;

vi. Claims for damages because of bodily injury or death of any person and/or property damage arising out of the ownership, maintenance, or use of any motor vehicle; and

vii. Claims which include the foregoing, but not limited thereto, which may occur while operations are being performed and claims which may occur after operations are completed.

c. Lessee shall secure evidence of Lessee's contractor's insurance coverage adequate to protect Lessor and Lessee.

d. The contract between the Lessee and its contractor shall require that the Lessee's contractor hold the Lessor harmless in a form and manner equal to the indemnity agreement in Article 12, "Indemnification" of the Lease agreement.

e. Lessee shall cause to be executed a waiver of all subrogation rights their contractors have or may have against Lessor and any Mortgagee involved in the Second Expansion Premises in any way, for damages caused by fire or other perils so insured.

-END-

Exhibit B - Page 4

EXHIBIT C

LOCATIONS OF ASSIGNED PARKING SPACES

[PARKING LOT GRAPHIC]

MACK-CALI CENTRE II
ONE MACK DRIVE
PARAMUS, NEW JERSEY