This lease, made this day by and between "Landlord" and "Tenant" as set forth on page one hereof.

W I T N E S S E T H:

1. Premises

In consideration of the rents to be paid and the covenants to be performed by the parties herein provided, Landlord hereby leases to Tenant the "Premises" on the property, located on Main Street, Amherst, New York. The Premises are as more particularly set forth on page one hereof and Schedule "A", as necessary appended hereto.

2. Term

The term of this Lease shall be as set forth on page one hereof and shall end as theron specified, unless sooner terminated as herein provided. In the event that the Commencement Date is other than the first of the month, rent and additional rent shall be prorated accordingly.

3. Rent

(a) Tenant covenants and agrees to pay Landlord rent, without any prior demand therefor and without any deduction or set-off whatsoever. Annual rent shall be payable in equal monthly installments, in advance, on the first day of each calendar month during the original term of this lease and any renewal or extension thereof for the convenience of the Tenant.

(b) Until further notice, all payments of rent and additional rent shall be sent to:

(c) If Tenant shall fail to pay when due any rent or additional rent as provided in this Lease, such unpaid amounts shall bear interest from the tenth month due to the date of payment at the rate of 15% per annum.

4. Tenant's Pro Rata Share Defined

"Pro Rata Share" means a fraction of the numerator of which is the square foot area of the Premises and the denominator of which is the square foot area of the entire Building which is available to be occupied by tenants of the Landlord.

5. Real Property Taxes

(a) Tenant shall pay Landlord, as additional rent, its Pro Rata Share of all real property assessments and tax increases of whatever kind and nature, including water and sewer rents and special assessments (collectively referred to as "Taxes"). Tenant's Pro Rata Share is calculated by multiplying the fraction described in paragraph 4 by the amount of that Tax increased over Tenant's Base Tax as provided on page one; Tenant's Pro Rata Share of Tax Increases shall be due and payable as additional rent, without any deduction or set-off, within ten (10) days after submission to Tenant of proof of payment of the Taxes.

(b) Tenant shall pay when due all taxes assessed against its personal property, equipment and fixtures, if any.

6. Use

(a) Tenant shall use and occupy the Premises only for the purposes specified on page one hereof.

(b) Tenant shall not leave the Premises vacant at any time during the term of this Lease.

(c) Tenant shall erect no sign on the Premises without the prior written consent of Landlord which consent shall not unreasonably be withheld.

7. Common Areas

(a) "Common Areas" means all area provided by Landlord for the common use and benefit of the tenants of the Building and Property, including without limitation, parking areas, walkways, service drives, entrances and exits.

(b) All parking areas, walkways, service drives, entrances and exits furnished by Landlord shall at all times be subject to the exclusive control of Landlord and Landlord shall have the right from time to time to establish and enforce reasonable rules and regulations regarding the same. Landlord shall have the right:

(i) To reasonably restrict parking by Tenant, its agents, customers or employees;

(ii) To discourage non-customer parking;

(iii) To reduce the size of the parking area other than directly in front of the Premises;

(iv) To do any act reasonably necessary in connection with the Common Areas.

(c) Landlord shall maintain all of the Common Areas in good order, condition and repair.

(d) Landlord reserves the right to construct additional structures on the property which may be located in the Common Areas other than the parking area in front of the Premises.

(e) Landlord reserves the right to make changes, additions, deletions, alterations and improvements in the Common Areas other than the parking area in front of the Premises.

8. Operating Costs

(a) "Operating Costs" means the total costs paid, incurred or charge in operating, maintaining and servicing the Shopping Center including, but not limited to, snow removal, outside water services, if any, outside electrical services, if any, lawn maintenance, common signage.

(b) Tenant shall pay Landlord, as additional rent, its Pro Raga Share of all Operating Costs. Tenant's Pro Raga Share is calculated by multiplying the fraction described in paragraph 4 by the amount of operating Costs. Tenant's Pro Raga Share of Operating Costs shall be due and payable, without any deduction or set-off, within ten (10) days after submission to Tenant of monthly bills or receipts.

9. Utilities

Tenant shall contract for, in its own name, and shall pay for before delinquency, any and all utility service supplied to or consumed on the Premises, including, without limitation, electricity, heat, water, gas, ventilation, air conditioning, and telephone service. In order to effectuate this paragraph 9, Tenant shall install, at its own expense, all meters necessary to measure utility consumption, except that Landlord shall provide and install, at Landlord's expense, both electric and gas meters as so required.

10. Repairs; Alterations; Equipment

(a) Landlord shall, at its own expense, maintain the structural integrity of the Shopping Center, including the roof, subflooring and foundation. Tenant shall make all repairs to the electric wiring, risers, plumbing, other utility service lines and connections, and heating, ventilating and air conditioning facilities serving the Premises. Tenant shall take good care of the Premises, the fixtures, equipment and appurtenances therein and Tenant shall, at its own expense, make all repairs to the interior of the Premises when needed to preserve them in good tenantable condition. All damage or injury to the Premises or to the Shopping Center caused by the carelessness, omission, neglect or improper conduct of Tenant, its employees, agents or contractors, shall (except as otherwise provided for by the terms of this Lease) be repaired or replaced promptly by Tenant at Tenant's own expense.

(b) Tenant shall make no structural alterations, additions or improvements to the Premises without the prior written consent of Landlord. All improvements (except trade fixtures) made by Tenant which area attached to the Premises shall become the property of landlord and shall remain on the Premises at the expiration (or sooner termination) of this Lease. Upon the expiration (or sooner termination) of this Lease, Tenant may within five (5) days following such expiration (or sooner termination) remove any trade fixtures provided it repairs any damage to the Premises occasioned thereby. If Tenant fails to remove any trade fixtures within thirty (30) days following the expiration (or sooner termination) of this Lease, the trade fixtures then remaining shall become the property of Landlord.

(c) Upon the expiration (or sooner termination) of this Lease, Landlord may require Tenant to remove from the Premises all property, equipment, and improvements made by Tenant and to restore the Premises to its original condition on the Commencement Date of this Lease, reasonable wear and tear excepted.

(d) Upon default by Tenant in making any repairs required by this Lease, Landlord may make such repairs at Tenant's expense, which expense is deemed to be additional rent to be paid by Tenant promptly upon Landlord's demand therefor.

(e) Upon the expiration (or sooner termination) of this Lease, Tenant shall surrender the Premises in broom-clean condition, reasonable wear and tear excepted.

11. Compliance with Laws, Ordinances; Waste

(a) Tenant shall comply with all laws, rules, orders, ordinances, regulations and requirements of any municipal, state and federal governmental authority claiming jurisdiction over the Premises and Tenant's use thereof, including without limitation, all such environmental, health and safety laws and regulations respecting Tenant's use of the Premises.

(b) Tenant shall comply with any requirements of the New York Board of Fire Underwriters.

(c) Tenant shall not commit any waste upon the Premises or any nuisance or other act which may disturb the quiet enjoyment of any other tenant in the Shopping Center.

12. Insurance

(a) Tenant, at its own expense, shall during the term of this Lease, and any renewal or extension thereof, keep in full force and effect a policy of public liability and property damage insurance with respect to the Premises and Tenant's use and occupancy thereof, with limits of public liability which shall be not less than 1,000,000.00 per person and 1,000,000.00 per accident and in which the property damage liability shall be not less than 1,000,000.00. Landlord shall be named as an additional insured under the policy and the policy shall contain a clause providing that the insurer will not cancel the insurance without first giving Landlord thirty (30) days prior written notice. Tenant shall comply with all requirements of such insurer.

(b) Tenant, at its own expense, shall obtain and keep in full force and effect during the term of this Lease, and any renewal or extension thereof, all risk casualty insurance, written at replacement value and with replacement cost endorsement, covering all of Tenant's personal property in the Premises (including without limitation inventory, trade fixtures, floor coverings, furniture, and other removable property) and all leasehold improvements installed in the Premises by Tenant. Tenant shall comply with all requirements of such insurer.

(c) Tenant, at its own expense, shall obtain plate glass insurance covering the Premises, or, at the express consent of Landlord, Tenant may self-insure said plate glass.

(d) All insurance required to be carried by Tenant pursuant to this Lease shall be placed with insurance companies acceptable to Landlord which acceptance shall not be unreasonably be withheld and Tenant shall furnish Landlord with copies of all insurance policies within thirty (30) days of execution of this Lease.

(e) Landlord shall obtain and keep in full force and effect during the term of this Lease, and any renewal or extension thereof, casualty insurance covering the Shopping Center. Tenant shall comply with all requirements of such insurer. Tenant agrees that nothing shall be done by Tenant, nor shall any substance be kept by Tenant on the Premises, that will cause an increase in the fire hazard or cause the casualty insurance rates to increase. Tenant shall also pay for any increase in the casualty insurance rates resulting from Tenant's use of the Premises. Tenant shall pay landlord any increase in premium resulting from Tenant's use of the Premises, within ten (10) days after Landlord furnishes Tenant with evidence of the cost thereof.

(f) Tenant hereby releases Landlord to the extent of its insurance coverage, from any and all liability for any loss or damage caused by fire, or other casualty, to the contents of the Premises even if such fire or other casualty shall be brought about by the fault or negligence of Landlord or its employees, agents or contractors; provided, however, this waiver and release shall be in full force and effect only with respect to loss or damage occurring during such time as Tenant's policies of casualty and extended coverage insurance shall contain a clause to the effect that this release shall not affect said policies or the right of Tenant to recover thereunder. Tenant agrees to seek to obtain such a clause for its casualty and extended coverage insurance policies.

(g) Landlord hereby releases Tenant to the extent of its insurance coverage, from any and all liability for any loss or damage caused by fire, or other casualty, to the Shopping Center even if such fire or other casualty shall be brought about by the fault or negligence of Tenant or its employees, agents, contractors or invitees; provided, however, this waiver and release shall be in full force and effect only with respect t loss or damage occurring during such time as Landlord's policies of casualty and extended coverage insurance shall contain a clause to the effect that this release shall not affect said policies or the right of Landlord to recover thereunder. Landlord agrees to seek to obtain such a clause for its fire and extended coverage policies.

13. Indemnification and Landlord's Liability

(a) Tenant shall indemnify and save Landlord harmless from and against any and all fines, claims, suits, actions, damages and/or causes of action, arising during the term of this Lease, or any extension or renewal thereof, and arising out of Tenant's use or occupancy of the Premises or any breach, violation or nonperformance or any covenant in this Lease on the part of the Tenant to be observed or performed, for any personal injury, loss of life and/or damage to property sustained in or about the Premises or the appurtenances thereto, including without limitation, or personal injury, loss of life or damage to property caused by or in any way relating to Tenant's business operations, and from and against all costs, reasonable attorneys' fees, expenses and liability incurred by reason of such claims, investigation thereof, or the defense of any action or proceeding brought thereon, and from and against any orders, judgments and/or decrees which may be entered therein.

(b) Tenant shall save and hold Landlord harmless from, and Landlord shall not be liable for, any failure of water supply or electrical current, sprinkler damage, or failure of sprinkler service, nor for injury or damage to person or property, nor for loss caused by the elements or resulting from steam, gas, electricity, electrical wiring, plumbing, sewage water, rain or snow, which may leak or flow from any part of the Shopping Center, or from the pipes, appliances or plumbing work of the same, or from the street or subsurface, or from any other place or from any other cause, or caused by operations by or for the village, town, city or other public or quasi-public work, nor for interference with light or any incorporeal hereditaments, neither shall Landlord be liable for any failure to provide heat, water, hot water, steam, plumbing, gas, electricity, rubbish removal service, watchman service or any other service, or for the interruption thereof, or for any defect in the lines or equipment by which same is furnished, due to breakdown, fire, freeze-up, strikes, water, scarcity of fuel, stoppages, willful destruction, or other causes beyond the control of Landlord.

14. Damage and Destruction

(a) If the Premises are damaged or destroyed by fire or other cause, Landlord shall, with all due diligence, repair the @43 Premises and until such repairs are made, the annual rent shall be apportioned according to the portion of the Premises which is still usable; provided, however, that in the event of the substantial destruction of the Premises by fire or other cause, or in the event that the damage to the Premises shall be so extensive that Landlord determines that the Premises cannot be repaired within six (6) months, then either party may terminate this Lease by giving written notice to the other within thirty (30) days following the occurrence of such damage or destruction.

(b) Notwithstanding anything to the contrary contained in subsection (a) of this paragraph 14, in the event that more than forty (40) percent of the leasable area of the Shopping Center is damaged or destroyed by fire or other cause, Landlord may terminate this Lease even if the Premises are unaffected by giving Tenant written notice within thirty (30) days following the occurrence of such damage or destruction.

(c) Except as otherwise provided in this Lease, there shall be no abatement of rent from damage to the Premises.

(d) Tenant shall immediately notify Landlord in case of any fire or other damage to the Premises or any part of the Shopping Center.

15. Eminent Domain

(a) If the whole of the Premises, or so much thereof as to render the Premises unfit for occupancy by the Tenant, shall be taken by condemnation or eminent domain for public or quasi- public use during the term of the Lease, or any renewal or extension thereof, this Lease shall terminate as of the date that possession shall be taken by such authority and rent shall be paid up to the time of such taking. Landlord shall be entitled to the full amount of the award arising out of such taking.

(b) If a portion of the Premises shall be taken by condemnation or eminent domain for public or quasi-public use during the term of this Lease, or any renewal or extension thereof, and if such partial taking shall not render the Premises unfit for occupancy by the Tenant, then this Lease shall continue in full force and effect, and rent shall be apportioned according to the portion of the Premises which is still usable. Landlord shall be entitled to the full amount of the award arising out of such taking.

(c) Tenant shall not be entitled to any part of the award arising out of such taking, whether whole or partial, and Tenant hereby expressly waives any right or claim to any part thereof.

16. Assignment and Subletting

(a) Tenant shall not assign this Lease, or sublet the Premises or any part thereof, without Landlord's prior written consent which consent shall not be unreasonably withheld.

(b) Landlord's consent to any assignment or subletting shall not be deemed to be a consent to any subsequent assignment or subletting.

(c) If this Lease is assigned, or if the Premises or any part thereof are sublet, Landlord may, after default by Tenant, collect rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such assignment or subletting or collection of rent shall be deemed a waiver of the covenants of this paragraph 16, nor shall it be deemed an acceptance of the assignee or subtenant as a tenant.

17. Default by Tenant

Any of the following events shall constitute a breach of this Lease by Tenant:

(a) If Tenant fails or refuses to pay any installment of rent, or additional rent, within five (5) days after such installment is due;

(b) If Tenant fails or refuses to perform, observe or comply with any term, covenant or condition of this Lease, other than the payment of rent or additional rent, after fifteen (15) days written notice from landlord;

(c) If Tenant shall make an assignment for the benefit of its creditors;

(d) If Tenant's interest in this Lease or in the Premises is encumbered or taken by attachment, lien, execution or other legal process;

(e) If any petition shall be filed by or against Tenant by any court, whether or not pursuant to any statute of the United States or of any State, if any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceedings shall be commenced by or against the Tenant, or if Tenant shall thereby or otherwise be adjudicated bankrupt, or if such petition shall be approved by the appropriate court or if the court shall assume jurisdiction of the subject matter thereof, (notwithstanding anything to the contrary) the Tenant shall vacate said premises in no event latter than ten (10) days therefrom.

(f) If in any proceedings any receiver or trustee shall be appointed for Tenant's property or the property of any guarantor of this Lease; or

(g) If Tenant shall vacate or abandon the Premises or any substantial part thereof.

Upon or at any time after the happening of any one or more of the aforesaid events, Tenant shall be in default under this Lease and Landlord may, at its option, exercise any or all of its rights and remedies as provided in this Lease or as otherwise provided by law or equity.

18. Rights and Remedies of Landlord

Without limiting any other rights or remedies of Landlord, Landlord shall have the following rights and remedies upon or after any default by Tenant under this Lease:

(a) Landlord may terminate this Lease;

(b) With or without terminating this Lease, Landlord may re-enter the Premises and attempt to re-let the Premises or any part thereof, and remove all persons and property from the Premises, and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of, Tenant, all without service of notice or resort to legal process and without Landlord being deemed guilty of trespass or becoming liable for any loss or damage that may be occasioned thereby;

(c) Notwithstanding any contrary provision of this Lease, Landlord may, at its option, with or without terminating this Lease, and without affecting Tenant's other obligations and liabilities under this Lease, declare the entire amount of rent for the remainder of the term of this Lease immediately due and payable and collect such amount by any lawful procedure;

(d) Landlord may, but shall not be obligated to, re-let the Premises, or any part thereof, for such term or terms (which may be for a term extending beyond the term of this Lease) at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may determine; and upon such reletting, all rentals received by Landlord for such re-letting shall be applied first, to the payment of any costs and expenses of such re-letting, including brokerage fees, reasonable attorneys' fees and alterations or repairs; second, to the payment of rent unpaid hereunder, and the residue, if any, shall be held by Landlord and applied to payment of future rent as the same may become due and payable, and Tenant shall be liable to Landlord for payment monthly of any amount by which the rent reserved hereunder exceeds the proceeds of such re-letting. No such re- entry or taking possession of the Premises by Landlord shall constitute an election on its part to terminate this Lease unless a notice of termination shall be give to Tenant or unless the termination is decreed by a court of competent jurisdiction;

(e) Notwithstanding any re-letting of the Premises, or any part thereof, Landlord may at any time thereafter elect to terminate this Lease.

19. Condition of the Premises

(a) Tenant shall keep the Premises in good condition and repair at all times during the term of this Lease.

(b) Tenant hereby accepts the Premises "as is."

20. Quiet Enjoyment

Landlord covenants that so long as Tenant pays the rent and additional rent to be paid hereunder, and observes and performs all of the covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Premises.

21. Right of Landlord to Enter the Premises

Landlord may enter the Premises during normal business hours for any of the following reasons:

(a) To inspect the Premises;

(b) To make repairs, replacements and improvements to the premises;

(c) To exhibit the Premises to prospective purchasers, mortgagees, and tenants.

Any such entry by Landlord or its duly authorized representatives, and any work performed within the Premises in connection therewith, shall be carried out in such a manner as to minimize as far as possible any interference with Tenant's use and occupancy of the Premises. In cases of emergency, Landlord may enter the Premises at any time of the day or night without liability resulting therefrom.

22. Subordination to Mortgages

This Lease shall be subject and subordinate to the lien of any existing mortgage or mortgages or of any mortgage which at any future time may encumber the Premises or the Shopping Center. Although no instrument or act on the part of Tenant shall be necessary to effectuate such subordination, Tenant shall at any time hereafter, on demand, execute any instrument required by the mortgagee for the purpose of subjecting and subordinating this Lease to the lien of any such mortgage. In case of failure of Tenant to execute any such instrument on demand, Landlord is @43 hereby authorized as attorney and agent of Tenant to execute such instruments and in such event, Tenant hereby confirms and ratifies any such instrument so executed by virtue of this power of attorney.

23. Landlord's Right to Perform Tenant's Covenants

If Tenant shall default in the performance of any covenant, term or condition herein contained, Landlord may perform the same for the account of Tenant. Any amount paid, or expense incurred, by Landlord as a result of Tenant's non-compliance shall be deemed to be additional rent and shall be due and payable by Tenant promptly upon Landlord's demand therefor.

24. Successors and Assigns

This Lease shall bind and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

25. Notices

(a) Any notice, request, demand or communication permitted or required to be given by this Lease, or by law or regulation, shall be in writing and shall (unless otherwise required by such law or regulation) be sufficiently give if sent by certified or registered mail, postage prepaid, return receipt requested, deposited in a United States government general or branch post office, addressed as follows:

If to Tenant, to the address specified on page one hereof.

If to Landlord to:

(b) Either party may, by notice given in conformity with this paragraph 25, designate a different address.

(c) Notice personally delivered to Tenant shall satisfy the requirements of this paragraph 25.

26. No Waiver; Entire Agreement

(a) The failure of either party to seek redress for violations of, or to insist upon the strict performance of, any covenant, term or condition of this Lease, shall not prevent a subsequent Act, which would have originally constituted a violation, from having all of the force and effect of an original violation. The receipt by Landlord or the payment by Tenant of rent or additional rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by either party, unless such waiver shall be in writing signed by such party. No payment by Tenant or receipt by Landlord of a lesser amount than the payments herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment of rent or additional rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or additional rent or pursue any other remedy provided for in this Lease or by law.

(b) This Lease and the exhibits attached hereto (if any) contain the entire agreement between Landlord and Tenant and any agreement hereafter made between Landlord and Tenant shall be ineffective to change, modify, waive, release, discharge, terminate, or effect an abandonment of this Lease, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination, or the effecting of the abandonment is sought.

(c) This Lease and the obligation of Tenant to perform and comply with the covenants, terms and conditions herein contained shall in no way be affected, impaired, or excused because of Landlord's delay or failure to perform or comply with any of the covenants, terms or conditions hereunder on the part of landlord to be performed or complied with, nor because Landlord is unable to fulfill any of its obligations under this Lease, or is delayed in making any repair, addition, alteration, or decoration, or is unable to supply or is delayed in supplying any equipment or fixtures, if Landlord is delayed or prevented from doing so by reason of strike or labor troubles or any other cause beyond Landlord's control, including without limitation, governmental preemption in connection with a national Emergency or by reason of any rule, order or regulation of any department or subdivision of any government agency or by reason of the conditions of supply and demand which have been or are affected by war or other emergency.

(d) If any term or provision of this Lease shall to any extent be invalid or unenforceable, the remainder of this Lease shall not be affected thereby and shall be valid and enforceable to the fullest extent hereunder or as permitted by law.

27. Captions

The captions in the Lease are inserted only as a matter of convenience and for reference and they in no way define, limit or describe the scope of this Lease or of the intent of any provisions thereof.

28. Estoppel Certificate

Tenant shall, promptly upon Landlord's demand, execute, acknowledge and deliver to Landlord a statement in writing addressed to Landlord certifying that this Lease has not been modified and is in full force and effect (or, if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), that there are no defenses or offsets thereto (or stating those claimed by Tenant), stating the dates to which the rent and additional rent have been paid, and stating whether or not there exists any default in the performance of any covenant, term or condition contained in this Lease, and if so, specifying such default. Tenant understands that this statement may be relied upon by Landlord or any prospective mortgagee or purchaser with respect to the Premises, the Office and Shopping Center or the real property upon which the Shopping Center is situated.

29. Mechanics' Liens

If any mechanics' liens shall be filed against the Premises, the Shopping Center or any part thereof, based upon any act of Tenant or anyone claiming through Tenant, Tenant shall, by bonding, payment or otherwise, remove of record or otherwise satisfy such lien within thirty (30) days after the filing thereof. If Tenant fails to do so, Landlord may do so at Tenant's expense. Tenant shall promptly reimburse Landlord for all costs incurred by Landlord in connection with removing such lien, including reasonable attorneys' fees.

30. Signs

No sign, advertisement or other lettering shall be erected, inscribed, painted, exhibited or affixed to any part of the Premises without the prior written consent of Landlord.

31. Soliciting

Tenant shall not solicit business in the parking area or other Common Areas, nor shall Tenant distribute any advertising materials in automobiles parked in the parking area or other Common Areas.

32. Illegal Entry

Tenant shall be responsible for any and all damage to the Premises caused by or resulting from any illegal entry to or trespass upon the Premises.

IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this Lease as of the day and year first above written.

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Landlord

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Tenant