To:
Ruth Colp-Haber
Wharton Property Advisors, Inc.
909 Third Avenue - 5th floor, New York, NY 10022
Toll Free: (866) 506-4040
Phone:     (212) 759-0408
Fax:         (212) 759-3206

1. We hereby appoint you as our exclusive real estate broker to represent us in the negotiation and/or search for office space.

2. This agreement shall be effective as of this date and shall be cancelable by either party upon two (2) weeks prior written notice. Prior to and after termination of this agreement we shall recognize you as broker with respect to any building in which you submitted space to us or for which negotiations, conversations or dealings were had during the term of this agreement.

3. We agree not to deal with any other brokers or landlords, and agree to inform all parties that you are our sole and exclusive broker. We agree to refer to you all inquiries, proposals and offers relating to our space requirement.

4. You will undertake all negotiations with prospective landlords, sub lessors, or other parties on our behalf, subject to our explicit approval. You will not make any commitments on our behalf without our express approval and will not hold yourself out as having the authority to bind us to any lease or contract of any kind.

5. In the event we consummate a lease, you agree to look for your compensation solely to the party from whom we obtained such space.



If the foregoing meets with your approval, please sign and return.
Sincerely,

By:___________________________________

Title:________________________________

Company:_______________________________

Date:_________________________________