Adapted from M876-Plain Language Business Lease, 4-84

THIS AGREEMENT made as of this date by and between Landlord, hereinafter referred to as Landlord with business address noted on page one hereof and Tenant, hereinafter referred to as Tenant with business address as noted on page one.

The Landlord has agreed to let, and by these presents does hereby grant, demise and lease to said Tenant and the said Tenant agrees to take and by these presents does hereby take the described Premises as noted on page one hereof, together with the right to use the parking lot on the property for customer and employee parking in common with other tenants.

(a) Term: The term of this lease will be for a period of years and will commence and terminate as indicated on page one.

(b) Possession: The Landlord shall give possession of the Rental Premises to the Tenant for the Term. The Tenant shall take possession of and use the Rental Premises for the purpose stated above. The Tenant may not use the Rental Premises for any other purpose without the written consent of the Landlord.

(c) Use: The premises are to be used as indicated on page one and for no other purposes except as mutually agreed by the parties.

The Tenant shall not allow the Rental Space to be used for any unlawful or hazardous purpose. The Tenant is satisfied that the Rental Space is zoned for the Use stated. The Tenant shall obtain any necessary certificate of occupancy or other certificate permitting the Tenant to use the Rental Space for that use.

The Tenant shall not use the Rental Space in any manner that results in (1) an increase in the rate of fire or liability insurance or (2) cancellation of any fire or liability insurance policy on the Rental Space. The Tenant shall comply with all requirements of the insurance companies insuring the Rental Space. The Tenant shall not abandon the Rental Space during the Term of this Lease or permit it to become vacant for extended periods.

(d) Delay in Giving Possession: This paragraph applies if (a) the Landlord cannot give possession of the Rental Space to the Tenant on the beginning date and (b) the reason for the delay is not the Landlord's fault. The Landlord shall not be held liable for the delay and shall then have 30 days in which to give possession. If possession is given within that time, Tenant shall accept possession and pay the Rent from that date. The ending date of the Term shall not change. If possession is not given within that time this Lease may be canceled by either party on notice to the other.

The Tenant may not do any of the following without the Landlord's written consent: (a) assign this Lease (if the Tenant is a corporation, the sale of a majority of its shares shall be treated as an assignment), (b) sublet all or any part of the Rental Space or (c) permit any other person or business to use the Rental Space.

(a) Rent: Tenant shall pay the Rent to the Landlord at the Landlord's address. It is further agreed that the said premises are demised to Tenant for the total minimum rent indicated on page one for the whole of the term herein, but the payment of said rent is in installments for the convenience of Tenant, and for Tenant's convenience only. It is, therefore, agreed that in the event of any default in the payment of any of the installments of rent or any other breach by Tenant of any of the covenants contained herein, then the whole of the rent reserved for the whole period then remaining unpaid shall at once become due and payable, subject to return of any portion realized by Landlord through reletting after deducting necessary expenses.

(b) Additional Rent:

(1) Taxes: In addition to the monthly rent, Tenant shall pay to Landlord, when applicable, an amount equal to the proportionate share of the State, County, Town and Village real property taxes and assessments.

(2) Common Area Charges: Tenant shall bear its proportionate share, when applicable as noted on page one hereof for water, electric, snow plowing, lawn care and garbage removal. The cost of such common area charges shall be billed to Tenant as such bills are received by Landlord and must be paid within the next month, unless otherwise provided.

(3) Insurance Premiums: Any increase in insurance premiums as of the date of this lease on the entire building shall be, when applicable as noted on page one hereof, computed by the Tenant's percentage, added to the monthly rent and paid as additional rent. The base year for said insurance premiums shall be the year of this agreement as indicated on page one hereof.

(4) Failure of Tenant to Comply: If the Tenant fails to comply with any agreement in this Lease, the Landlord may do so on behalf of the Tenant. The Landlord may charge the cost to comply, including reasonable attorney's fees, to the Tenant as "additional rent." The additional rent shall be due and payable as Rent with the next monthly Rent payment. Non-payment of additional rent shall give the Landlord the same rights against the Tenant as if the Tenant failed to pay the Rent.

Tenant shall pay to Landlord the sum of one month's basic rent to be held by Landlord as security for the faithful performance of Tenant's obligations under this lease. In the event Tenant shall perform all of its obligations hereunder, Landlord shall return the deposit to Tenant within no later than 10 days after the expiration of the terms of the lease or any expiration of a renewal thereof. Upon the giving up of possession by Tenant, Landlord shall inspect the premises to satisfy itself that no damage has been done and that Tenant has performed its obligations.

If Tenant does not leave the Rental Space in good condition at the end of the Term, the Security may be used to put it in good condition. If the amount of damage exceeds the Security, the Tenant shall pay the additional amount to the Landlord on demand.

The Landlord may deduct from the Security any expenses incurred in connection with the Tenant's violation of any agreement in this Lease.

If the Landlord uses the Security or any part of it during the Term, the Tenant shall on demand pay the Landlord for the amount used. The amount of the Security is to remain constant throughout the Term. The Security is not to be used by the Tenant for the payment of Rent. The Landlord shall repay to the Tenant any balance remaining within a reasonable time after the end of the Term. The Tenant shall not be entitled to interest on the Security unless otherwise agreed hereto.

If the Landlord's interest in the Rental Space is transferred, the Landlord shall turn over the Security to the new Landlord. The Landlord shall notify the Tenant of the name and address of the new Landlord. Notification must be given within 5 days after the transfer, by registered or certified mail. The Landlord shall then no longer be responsible to the Tenant for the repayment of the Security. The new Landlord shall be responsible in accordance with the terms of the Lease.

Tenant agrees to keep the premises insured against loss arising out of personal injury on or about the premises, said insurance to be written by a company licensed to write liability in the State of New York and with minimum limits of liability in the amount of $500,00O.OO per person and $1,000,000.00 per accident.

The Tenant shall deliver the original policy to the Landlord with proof of payment of the first year's premiums. This shall be done not less than 15 days before the Beginning of the Term. The Tenant shall deliver a renewal policy to the Landlord with proof of payment not less than 15 days before the expiration date of each policy.

The insurance company will show Landlord thereon as an additional insured or as its interest may appear, and shall agree that the coverage may not be canceled without notice to Landlord of said cancellation no later than 10 days prior to the effective date of the cancellation.

Tenant shall promptly repair all damage to plate glass on the leased premises. Tenant shall at all times maintain adequate insurance to acquit this responsibility and provide Landlord with proof that said insurance is in effect. The obligation to promptly repair said plate glass shall continue irrespective of Tenant keeping insurance in force. In the event Tenant does not carry out this obligation, Landlord may elect to (a) terminate the lease immediately or (b) repair the plate glass and charge the cost therefore as additional rent to be due immediately upon the repair. Tenant shall promptly pay said cost or Landlord may proceed with any remedy at law or under the lease available to Landlord for nonpayment of rent.

If due to the Tenant's use of the Rental Space the Landlord cannot obtain and maintain fire insurance on the Building in an amount and form reasonably acceptable to the Landlord, the Landlord may cancel this Lease on 30 days notice to the Tenant. If due to the Tenant's use of the Rental Space the fire insurance rate is increased, the Tenant shall pay the increase in the premium to the Landlord on demand.

The Landlord shall not be liable for injury or damage to any persons or property caused by the leak or flow of water from or into any part of the Building.

The Landlord shall not be liable for injury or damage to any person or property unless it is due to the Landlord's act or neglect. The Tenant is liable for any loss, injury or damage to any person or property caused by the act or negligence of the Tenant or the Tenant's employees. The Tenant shall defend the Landlord from and reimburse the Landlord for all liability and costs resulting from any injury or damage due to the act or neglect of the Tenant or the Tenant's employees.

As provided on page one hereof, Landlord or Tenant shall pay the yearly Municipal Real Estate Taxes on the Building. If Landlord is obligated to pay the base yearly taxes noted on page one hereof, Tenant shall pay, when applicable, its proportionate Percentage of the Increase stated above of each yearly increase in the Municipal Real Estate Taxes over the tax for the Base Year.

Landlord shall establish the tax charges for the County Tax as of February 1st of any year and for the School Tax, as of October 1st of any year and for the Village Tax, as of June 1st of any year. The total amount of said tax shall be given to Tenant as soon as computed and Tenant's monthly share, which is defined as an amount equal to the proportion of space leased by Tenant to the total space in the building(s) as noted on page one, divided by twelve, and such additional amount as computed will be added as rent due for the next month and each succeeding month.

The Tenant has inspected the Rental Space and agrees that the Rental Space is in satisfactory condition. The Tenant accepts the Rental Space "as is."

The Landlord has the right to enter into this Lease. The Landlord covenants that Tenant, upon paying the rents provided herein and performing the covenants and agreements contained herein, shall at all times during the term peacefully and quietly have, hold and enjoy said demised premises during Landlord's period of ownership.

The Tenant shall arrange and pay for all utilities and services required for the Rental Space, including the following:

(a) Heat (c) Electric

(b) Water (d) Gas

The Landlord shall pay for the following utilities and services:

The Landlord is not liable for any inconvenience or harm caused by any stoppage or reduction of utilities and services beyond the control of the Landlord. This does not excuse the Tenant from paying the Rent.

Tenant covenants as follows: That this letting is upon the following express conditions which will be kept, observed and performed by Tenant.

(a) Tenant shall punctually pay the rent, as the same shall fall due, to Landlord at Landlord's principal place of business above stated or at such other place as Landlord, from time to time, may designate by written notice served upon Tenant or left at the leased premises.

The Tenant shall:

(b) Promptly comply with all laws, orders, rules and requirements of governmental authorities, insurance carriers, board of fire underwriters, or similar groups.

(c) Not allow any highly inflammable substance or any other article or thing denominated by Insurance Companies as extra hazardous to be used, kept, deposited or stored in or about the said premises unless Tenant shall pay extra premium if the stated conditions and regulations are not met. Tenant covenants and agrees to promptly pay to Landlord as additional rent, upon demand, the amount of any increase in the rate of insurance on the premises or on any other part of the building that, but for Tenant's act(s) or Tenant's permitting certain activities to take place which result in an increase in said rate of insurance, would otherwise have been in effect for such hazard

(d) Maintain the Rental Space and all equipment, including HVAC, and fixtures in it in good repair and appearance.

(e) Make all necessary repairs to the Rental Space and all equipment, including HVAC, and fixtures in it, except structural repairs.

(f) Maintain the Rental Space in a neat, clean, safe and sanitary condition, free of all garbage.

(g) Assist in keeping the walks, driveway, parking area, yard, entrances, hallways, and stairs clean and free from trash, debris, snow and ice.

(h) Use all electric, plumbing and other facilities in the Rental Space safely.

(i) Use no more electricity than the wiring or feeders to the Rental Space can safely carry.

(j) Promptly replace all broken glass in the Rental Space.

(k) Do nothing to destroy, deface, damage, or remove any part of the Rental Space.

(l) Keep nothing in the Rental Space which is inflammable, dangerous or explosive or which might increase the danger of fire or other casualty.

(m) Promptly notify the Landlord when there are conditions which need repair.

(n) Do nothing to destroy the peace and quiet of the Landlord, other Tenants, or persons in the neighborhood.

(o) Avoid littering the building or on its grounds.

(p) Tenant covenants that if the rent or other charges reserved by this lease or any part thereof shall be unpaid when due, or Tenant shall fail to perform any of the covenants, conditions, provisions and agreements herein contained or become insolvent, or a receiver of any property of the Tenant shall be appointed in any suit or proceeding by or against Tenant, Tenant shall make an assignment for the benefit of creditors of the individual, firm or corporation, or if Tenant shall be dispossessed, or if the demised premises shall become vacant or abandoned, or if this lease shall by operation of law dissolve or pass to any person or persons or corporation other than said Tenant, Landlord may in the event of the happening of any of the above instances, without notice to Tenant, recover and resume possession of the demised premises by force or otherwise, without being liable to prosecution therefor. Landlord shall give written notice to Tenant stating the nature and manner in which Tenant violated the covenants. Such notice will be served upon Tenant directly by leaving a copy with Tenant or Tenant's agent on the leased premises or by regular mail. In the event of mailing, the notice is deemed to be received one day after mailing. If Tenant, within 10 days following receipt of the said written notice, cures the violation complained of and ceases the conduct constituting the violation complained of, Landlord agrees to waive the violation and the lease remains in full force and effect. If Tenant, within 10 days following the receipt of said written notice, fails to cure the violation complained of, the terms of the lease shall immediately cease at the expiration of said 10 days in the manner and to the same effect as if that were the expiration of the original term of this lease or any renewals. In the event of such resumption of possession under this lease or by summary proceedings or any other means. Landlord may remove all persons and property from the demised premises and may relet the same.

The Tenant shall pay any expenses involved in complying with the above.

The landlord shall:

(a) Maintain the public areas, roof and exterior walls in good condition.

(b) Make all structural repairs unless these repairs are made necessary by the act or neglect of the Tenant or the Tenant's employees.

(c) Make necessary replacements of the plumbing, cooling, heating and electrical systems, except when made necessary by the act or neglect of the Tenant or the Tenant's employees.

Tenant shall make no external or internal structural changes to the building without the prior written consent of Landlord, and plans for any changes or alterations to be made shall first be submitted to and approved by Landlord, but Landlord agrees not to unreasonably withhold such consent.

All alterations, additions, improvements and fixtures, other than trade fixtures, which may be made or installed by either of the parties hereto upon the premises and which in any manner are attached to the floors, walls or ceilings, shall become the property of Landlord upon termination of Tenant's occupancy unless Landlord shall elect otherwise, which election shall be made by Landlord not less than 60 days prior to the expiration or other termination of this lease or any renewal or extension thereof. At the termination of this lease, such alterations or fixtures shall remain upon and be surrendered with the premises as a part thereof, without disturbance, molestation or injury. Any linoleum or other floor covering which may be cemented or otherwise adhesively affixed to the floor of the herein leased premises shall become the property of the Landlord absolutely.

The Tenant shall not allow any mechanic's lien or other claim to be filed against the Building. If any lien or claim is filed against the Building, the Tenant shall have it promptly removed.

That Tenant shall not erect, or cause to be erected, any signs, or place, or allow to be placed, any stands, booths or showcases on the doorsteps, in the vestibules, on the outside walls, pavements or on windows of said premises, without prior written consent and approval of Landlord for the erection and maintenance of said sign and the approval and consent of Landlord as to design of sign and location of same upon building.

Tenant agrees not to use any advertising media that shall be deemed objectionable to Landlord or other tenants, such as loudspeakers, phonographs or radio broadcast in a manner to be heard outside the leased premises. Tenant shall not install any exterior lighting or plumbing fixtures, shades or awnings, or any exterior decorations or painting, or build any fences or make any changes to the exterior of the building without the previous written consent of Landlord.

The Landlord shall have access to the Rental Space on Reasonable Notice to the Tenant to (a) inspect the Rental Space, (b) make necessary repairs, additions, or improvements, (c) supply services, and (d) show it to prospective buyers, mortgage lenders, contractors or insurers.

The Landlord may show the Rental Space to rental applicants at reasonable hours on notice to the Tenant within 6 months before the end of the Term.

The Landlord may enter the Rental Space at any time without notice to the Tenant in case of emergency.

The Tenant shall notify the Landlord at once of any fire or other casualty in the Rental Premises. The Tenant is not required to pay Rent when the Rental Premises is unusable. If the Tenant uses part of the Rental Premises, the Tenant must pay Rent pro-rata for the useable part.

If the Rental Premises is partially damaged by fire or other casualty, the Landlord shall repair it as soon as possible. This includes the damage to the Rental Space and fixtures installed by the Landlord. The Landlord need not repair or replace anything installed by the Tenant.

Either party may cancel this Lease if the Rental Space is so damaged by fire or other casualty that it cannot be repaired within 90 days. If the parties cannot agree, the opinion of a contractor chosen by the Landlord and the Tenant will be binding on both parties.

This lease shall end if the Rental Space is totally destroyed. The Tenant shall pay Rent to the date of destruction.

If the fire or other casualty is caused by the act or neglect of the Tenant or the Tenant's employees, the Tenant shall pay for all repairs and all other damage.

If the whole or any part of the premises hereby demised shall be taken or condemned by any competent authority for any public use or purpose, then the term hereby granted shall cease from the time when possession of the part so taken shall be required for such public purpose and without apportionment of award, Tenant hereby assigning to Landlord all right and claim to any such award, the current rent, however, in such case to be apportioned. The entire payment for the taking shall belong to the Landlord. The Tenant shall make no claim for the value of this Lease for the remaining part of the Term.

Tenant covenants and agrees that this lease and the interest of Tenant hereunder shall be subject and subordinate to the lien on any mortgage which now or hereafter encumber the demised premises. This lease shall further be subordinate to the lien of any mortgage now in effect covering premises and to the lien of any mortgage hereafter executed and delivered by the owner of premises. Tenant hereby appoints Landlord as attorney to execute and deliver any documents deemed necessary or desirable by any lender to effectuate this provision of the lease.

In a foreclosure sale all mortgages which now or in the future affect the Building have priority over this Lease. This means that the holder of a mortgage may end this Lease on a foreclosure sale. The Tenant shall sign all papers needed to give any mortgage priority over this Lease. If the Tenant refuses, the Landlord may sign the papers on behalf of the Tenant.

At the request of the Landlord, the Tenant shall sign a certificate stating that (a) this lease has not been amended and is in effect, (b) the Landlord has fully performed all of the Landlord's agreements in the Lease, (c) the Tenant has no rights to the Rental Space except as stated in this Lease, (d) the Tenant has paid all Rent to date, (e) the Tenant has not paid Rent for more than one month in advance. The Certificate shall also list all the property attached to the Rental Space owned by the Tenant.

(a) Eviction: The Landlord reserves a right of re-entry which allows the Landlord to end this Lease and re-enter the Rental Space if the Tenant violates any agreement in this Lease. The Landlord may evict the Tenant for any one of the other grounds of good cause provided by law. After a court order of eviction and compliance with the warrant of removal, the Landlord may re-enter and take back possession of the Rental Space. If the cause for eviction is non-payment of Rent, notice does not have to be given to the Tenant before the Landlord files a complaint. If there is any other cause to evict, the Landlord must give to the Tenant the notice required by law before the Landlord files a complaint for eviction.

The Tenant is liable for all damages caused by the Tenant's violation of any agreement in this Lease. This includes reasonable attorney's fees and costs.

After eviction the Tenant shall pay the Rent for the Term or until the Landlord re-rents the Rental Space for less than the Tenant's Rent, the Tenant shall pay the difference until the end of the Term. The Tenant shall not be entitled to any excess resulting from the re-renting. The Tenant shall also pay (a) all reasonable expenses incurred by the Landlord in preparing the Rental Space for re-renting and (b) commissions paid to a broker for finding a new tenant.

(b) Right of Redemption and Fees: If at any time during the term of this lease Tenant shall be removed therefrom by summary proceedings for the nonpayment of rent or for any other cause, then in that case the rights of Tenant in and to said demised premises by such removal shall cease and terminate, and Tenant expressly waives any right of redemption that Tenant might have by statute. Tenant agrees to pay all court costs and reasonable attorneys' fees incurred by Landlord in enforcing by legal action or otherwise any of Landlord's rights under this lease or under any law of this state.

All notices given under this Lease must be in writing. Each party must accept and claim the notices given by the other. Unless otherwise provided by law, they may be given by (a) personal delivery, or (b) certified mail, return receipt requested. Notices shall be addressed to the landlord at the address written at the beginning of this Lease and to the Tenant at the Rental Premises.

The owner reserves the right to make such rules and regulations as may be deemed needed for the safety, care or cleanliness of the premises and for securing the comfort, quiet enjoyment and convenience of all the tenants, which rules and regulations hereinafter prescribed are hereby made a part of this lease.

Not to keep dogs, cats or other animals on said premises without the written consent of Landlord.

The landlord's failure to enforce any agreement in this Lease shall not prevent the Landlord from enforcing the agreement for any violations occurring at a later time.

If any agreement in this Lease is contrary to law, the rest of the Lease shall remain in effect.

At the end of the Term the Tenant shall (a) leave the Rental Space clean, (b) remove all of the Tenant's property, (c) remove all signs and restore that portion of the Rental Space on which they were placed, (d) repair all damage caused by moving, and (e) return the Rental Space to the Landlord in the same condition as it was at the beginning of the Term except for normal wear and teat.

If the Tenant leaves any property in the Rental Space, the Landlord may (a) dispose of it and charge the Tenant for the cost of disposal, or (b) keep it as abandoned property.

That Tenant, upon the expiration of the said term, will quit and surrender said premises in as good a state and condition as they were when entered upon, reasonable use and wear thereof and damage by the elements excepted; that all alterations, additions or improvements, including plumbing and electric wiring and piping, which may be made by said Tenant upon the said premises, except movable furniture and fixtures put in at the expense of Tenant, shall be and become a part of the demised premises and shall remain a part and be surrendered therewith, as a part thereof at the expiration of the term of this lease. The premises will be returned to the owner broom clean.

If Tenant shall default in the payment of said rent, or any part thereof, at the times and in the manner above specified, or shall default in their performance of any of the agreements, covenants or conditions herein contained and shall continue in default for more than 10 days after written notice from Landlord to Tenant to remedy such default, Landlord shall have the option to terminate this lease and to reenter and take possession of the said premises and remove all persons therefrom, and said Tenant hereby expressly waives all right to any notice to quit possession of or intention to reenter under any statute subsequent to the 10 days above provided to be given.

This Lease binds the Landlord and the Tenant and all parties who lawfully succeed to their rights or take their places.

The parties have read this Lease. It contains their full agreement. If may not be changed except in writing signed by the Landlord and the Tenant.

Signatures: The Landlord and the Tenant agree to the terms of this Lease by signing below. If a party is a corporation, this Lease is signed by its proper corporate officers and its corporate seal is affixed.

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